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Sikko Industries Limited Proxy Solicitation & Information Statement 2022

Sep 12, 2022

60269_rns_2022-09-12_0cad77b2-8a5a-48ff-a9c0-6e2a3aa077b7.pdf

Proxy Solicitation & Information Statement

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Sikko Industries Limited

ISO 9001:2015, ISO 14001:2015 & OHSAS 18001:2007 COMPANY Website: www.sikkoindia.com

CIN: L51909GJ2000PLC037329

Date: September 12, 2022

To, Listing Compliance Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai ‐ 400051

Dear Sir/Madam,

Subject : Submission of Notice of Postal Ballot. Reference : Sikko Industries Limited (Symbol: SIKKO)

Please find enclosed herewith copy of the Notice of Postal Ballot of the Company dated September 09, 2022, sent through e‐mail to the shareholders of the Company on today i.e. on September 12, 2022 seeking approval of the members of the Company through Postal Ballot for the resolutions as mentioned in the notice of Postal Ballot.

Pursuant to the MCA Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020, Circular No. 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 08, 2021 and Circular No. 03/2022 dated May 05, 2022 (“MCA Circulars”) and all the circulars issued from time to time, the Company has not sent hard copy of the Notice to the shareholders for this postal ballot. Further, the Company has provided remote e‐voting facility only and has engaged the services of NSDL to provide remote e‐voting facility to the Members of the Company.

Kindly take the same on your record.

For, Sikko Industries Limited

ANKITA KANUBHAI LUNAGARIYA Digitally signed by ANKITA KANUBHAI LUNAGARIYA DN: c=IN, postalCode=365601, st=GUJARAT, l=AMRELI, o=Personal, serialNumber=1d4a4451a8e4674f3f9a98136fae118e4901ef427f5b26718e07d233b8197d56, pseudonym=823020211021184327272, 2.5.4.20=eafe0bc2258a5c9082adf59485db3745bb261c2571bf9afacd7ef38ae30c12ac, [email protected], cn=ANKITA KANUBHAI LUNAGARIYA, title=8230 Date: 2022.09.12 18:49:44 +05'30'

Ankita Lunagariya Company Secretary

Place: Ahmedabad

Encl . a/a

Regd. Office: 508, Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad ‐ 380051. Phone No. +91 7966168950 / 66168951 / 27445950 / 27445951; E‐mail: [email protected] Factory:

(Pesticide Unit): 55 A & B, Ambica Estate, At. Iyava, Sanand – Viramgam Highway, Taluka. Sanand, Dist. Ahmedabad. (Fertilizer Unit): 193/2 & 193/2/2, Ambica Estate, At. Iyava, Sanand – Viramgam Highway, Taluka. Sanand, Dist. Ahmedabad.

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

Website: www.sikkoindia.com, E-mail: [email protected]

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POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (as amended from time to time) (“the rules”) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and other applicable laws and regulations, Notice is hereby given that the resolutions appended to this notice are proposed to be passed by the members as Special Resolutions through remote electronic voting (remote e-voting).

Pursuant to the MCA Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020, Circular No. 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 08, 2021 and Circular No. 03/2022 dated May 05, 2022 (“MCA Circulars”) and all the circulars issued from time to time, companies were advised to take all decisions requiring members’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e-voting in accordance with the provisions of the Companies Act and rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue.

This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars. Further, in compliance with the said MCA Circulars, hard copy of Postal Ballot Notice, Postal Ballot Forms and pre-paid business envelope, will not be sent to the shareholders for this Postal Ballot. The Company will send Postal Ballot Notice by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system.

The Board of Directors of the Company now proposes to obtain the consent of the shareholders by way of Postal Ballot for the matters as considered in the Resolutions appended below. Proposed resolutions, along with explanatory statement pertaining to the said resolutions, pursuant to Section 102(1) of the Companies Act, 2013, setting out the information and material facts, is appended herewith for your consideration.

Shareholders are requested to carefully read the instructions indicated in this Notice and communicate their assent (for) or dissent (against) through remote e-voting only. Shareholders are requested to follow the procedure as stated in the notes and instructions for casting of votes by remote E-voting.

The remote e-voting facility is available at the link: www.evoting.nsdl.com from Wednesday, September 14, 2022 (09:00 A.M.) to Thursday, October 13, 2022 (05:00 P.M.). Please refer to the instructions for casting votes by remote e-voting at the end of this Notice for the purpose and the manner in which e-voting has to be carried out. Only members entitled to vote (Refer to Point 7 of the Notes attached with this notice) are entitled to vote through the remote e-voting facility provided the Company through NSDL.

The board of directors of the company has appointed CS Anand Lavingia, Company Secretary in Practice (COP No. 11410) as Scrutinizer for conducting the postal ballot and remote e-voting process in a fair and transparent manner.

The scrutinizer will submit the report to the Chairman after the completion of scrutiny of votes recorded through remote e voting. The results of voting by means of remote e-voting will be announced on or before Saturday, October 15, 2022 at the Registered Office of the Company and also by placing the same on the company’s website - www.sikkoindia.com and communicated on the same day to stock exchange, registrar and share transfer agent and e-voting agency.

By order of the Board of Directors, Sikko Industries Limited

Sd/-

Place: Ahmedabad Date: September 09, 2022

Jayantibhai Mohanbhai Kumbhani Managing Director (DIN: 00587807)

Notice of Postal Ballot | 1

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand,

Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

Website: www.sikkoindia.com, E-mail: [email protected]

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SPECIAL BUSINESSES

Item No. 1:

To alter Main Object Clause of Memorandum of Association of the Company by way of addition of Objects related to Pharmaceutical Products and Agriculture Commodities:

To consider and if thought fit, to pass the following resolutions as Special Resolutions :

RESOLVED THAT pursuant to the provisions of Sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with applicable rules made thereunder, including any statutory modification(s) or re-enactment(s) thereto for the time being in force, and subject to the approval of the Registrar of Companies, the consent of the Members be and is hereby accorded for alteration of Main Object Clause i.e. Clause III [A] of the Memorandum of Association of the Company by adding the following clauses as Sub Clause 3 and 4 in after existing Sub Clause 2 of Clause III [A] in the Memorandum of Association of the Company:

  • “3. To manufacture, formulate, process, develop, refine, import, export, wholesale and/or retail trade all kinds of pharmaceuticals, surgical with surgical instruments, antibiotics, drugs, medicines, biologicals, nutraceuticals, healthcare, Ayurvedic and dietary supplement products, medicinal preparations, vaccines, chemicals, chemical products, dry salters, mineral waters, wines, cordials, liquors, soups, broths and other restoratives or foods and also to deal in medicinal goods such as surgical instruments, contraceptives, photographic goods, oils, perfumes, cosmetics, patent medicines, soaps, artificial limbs, hospital requisites, proprietary medicines, veterinary medicines and tinctures extracts and to carry on the business of vialling, bottling, repacking, processing of tablets, capsules, syrups, injections, ointments, etc. and also to carry on the business of chemists, druggists, buyers, sellers, agents, distributors and stockists of all kinds of pharmaceuticals and allied products.”

  • “4. To carry on business of export, import, buying, selling, processing, and trading of agricultural commodities of all kinds such as fruits, vegetables, pulses, grains, spices or any other agro commodities or produce whatsoever including processed foods.”

RESOLVED FURTHER THAT the Board of Directors of the Company (the “Board” which term shall be deemed to include its committees also) or Company secretary so authorized by the Board, be and are hereby authorized to do all acts, deeds, matters and things as may, in their absolute discretion, be deemed necessary, expedient, proper or desirable to give effect to the resolution including filings of statutory forms and to settle any matter, question, difficulties or doubts that may arise in this regard and accede to such modifications and alterations to the aforesaid resolution as may be suggested by the Registrar of Companies without requiring the Board to secure any further consent or approval of the Members of the Company; and that the Members of the Company are hereby deemed to have given their approval thereto expressly by the authority of this resolution and acts and things done or caused to be done shall be conclusive evidence of the authority of the Company for the same.”

Item No. 2:

To increase the Authorised Share Capital of the Company and make consequent alteration in Clause V of the Memorandum of Association:

To consider and if thought fit, to pass the following resolutions as Special Resolutions :

RESOLVED THAT pursuant to the provisions of Section 13, 61, 64 and other applicable provisions, if any of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the approval of the Members of the Company be and is hereby accorded for increasing the Authorised Share Capital of the Company from Rupees 12,00,00,000/- (Rupees Twelve Crores only) divided into 12000000 (One Crore Twenty Lakh) Equity Shares of Rupees 10/- (Rupees Ten Only) each to Rupees 17,50,00,000/(Rupees Seventeen Crores Fifty Lakh Only) divided into 17500000 (One Crore Seventy Five Lakh) Equity Shares of Rupees 10/- (Rupees Ten Only) each and that existing Clause V of the Memorandum of Association of the Company be replaced with following new Clause V:

  • “V. The Authorised Share Capital of the Company is Rupees 17,50,00,000/- (Rupees Seventeen Crores Fifty Lakh Only) divided into 17500000 (One Crore Seventy Five Lakh) Equity Shares of Rupees 10/- (Rupees Ten Only) each.”

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient, in the best interest of the Company.”

Notice of Postal Ballot | 2

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

Website: www.sikkoindia.com, E-mail: [email protected]

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Item No. 3:

To consider and approve the issuance of Bonus Equity Shares:

To consider and if thought fit, to pass the following resolutions as Special Resolutions :

RESOLVED THAT in accordance with Section 63 of the Companies Act, 2013 (“Act”) read with Rule 14 of the Companies (Share Capital and Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subject to all other applicable provisions, if any, of the Act read with applicable rules, circulars and notifications for the time being in force and subject to regulations/guidelines issued by the Securities and Exchange Board of India (SEBI) (as amended from time to time), including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Reserve Bank of India (RBI) and on recommendation of the Board of Directors (hereinafter referred to as ‘the Board’) and subject to such approvals, consents, permissions and sanctions as may be necessary from appropriate authorities including the Stock Exchange where the equity shares of the Company are listed, consent and the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company, for capitalization of Rupees 5,60,00,000/- (Rupees Five Crore Sixty Lakh Only) out of sum outstanding to the credit of the Free Reserves as per the audited financial statement of the company for the financial year ended on March 31, 2022, or such other amount as may be considered necessary by the Board for the purpose of issue of Bonus Equity Shares of Rupees 10/- (Rupees Ten only) each, credited as fully paid-up to the existing holders of the Equity Shares of the Company, whose names appear in the Register of Members maintained by the Company / RTA / List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on record date as determined by the Board, in the proportion of 1 (One) Bonus fully paid-up Equity Share of Rupees 10/- (Rupees Ten only) each for every 2 (Two) existing fully paid-up Equity Shares of Rupees 10/- (Rupees Ten only) each held by Member / Beneficial Owner and that the Bonus Equity Shares so distributed shall, for all purposes, be treated as an increase in the paid- up capital of the Company;

RESOLVED FURTHER THAT the Bonus Equity Shares so allotted shall be subject to the Memorandum and the Articles of Association of the Company and shall rank pari-passu in all respects with the fully paid-up Equity Shares of the Company;

RESOLVED FURTHER THAT if as a result of implementation of this resolution, any member becomes entitled to a fraction of new Equity Share(s) to be allotted as Bonus Equity Shares, the Company shall not issue any certificate or coupon in respect of such fractional shares but the total number of such new Equity Shares representing such fractions shall be allotted by the Board to a nominee or nominees to be selected by the Board who would hold them as trustee for the Equity Shareholders who would have been entitled to such fractions in case the same were issued and such nominee(s) will as soon as possible sell such Equity Shares allotted at the prevailing market rate and the net sale proceeds of such shares after adjusting the cost, expenses and taxes, if any in respect thereof be distributed among such members who are entitled to such fractions in the proportion of their respective holdings and fraction thereof;

RESOLVED FURTHER THAT no letter of allotment shall be issued in respect of the Bonus Equity Shares and in the case of Members who hold Equity Shares in dematerialized form, the Bonus Equity Shares shall be credited to the respective beneficiary accounts of the Members, held with their respective Depository Participants and in the case of Members who hold Equity Shares in physical form, the Share Certificates in respect of the Bonus Equity Shares shall be dispatched, within such time as prescribed by law and the relevant authorities;

RESOLVED FURTHER THAT the issue and allotment of the Bonus Equity Shares to Non-Resident Indians, Foreign Institutional Investors (FIIs) & other foreign investors, shall be subject to the approval of the Reserve Bank of India and such other Regulatory authorities, as may be necessary;

RESOLVED FURTHER THAT the Board of Directors of the Company and/or a duly constituted Committee thereof, be and is hereby authorized to take necessary steps for listing of Bonus Equity Shares on the stock Exchanges where the securities of the Company are listed, as per the applicable guidelines, rules and regulations and further authorized to do all such acts, deeds, matters and things and to give such directions as may be necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable and its decision shall be final and binding.”

By order of the Board of Directors, Sikko Industries Limited

Sd/-

Place: Ahmedabad Date: September 09, 2022

Jayantibhai Mohanbhai Kumbhani Managing Director (DIN: 00587807)

Notice of Postal Ballot | 3

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand,

Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

Website: www.sikkoindia.com, E-mail: [email protected]

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Notes:

  1. Pursuant to Section 102(1) of the Companies Act 2013 and Secretarial Standard II on General Meeting, an explanatory Statement setting out material facts relating to the proposed resolutions are appended to this notice.

  2. In compliance with the provisions of Sections 108 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is pleased to offer remote e-voting facility to all members of the Company. The Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating remote e-voting.

  3. This notice is sent to all the Members whose names appear in the Register of Members / Record of Depositories as on Friday, September 09, 2022 by email to those members who have registered their email IDs with the Company / Depository. Voting rights shall be reckoned in proportion to the number of shares registered in the name(s) of Members as on Friday, September 09, 2022.

  4. Pursuant to the MCA Circulars, the Company will send this Notice in electronic form only and hard copy of this Notice along with postal ballot forms and pre-paid self-addressed business envelope will not be sent to the shareholders for this postal ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. Therefore, those shareholders who have not yet registered their e-mail address are requested to get their e-mail addresses submitted, by following the procedure given below:

  5. (a) In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  6. (b) In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected].

  7. (c) Alternatively, member may send an e-mail request to [email protected] for obtaining User ID and Password by proving the details mentioned in Point (a) or (b) as the case may be.

  8. (d) In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

  9. Any query/grievance may please be addressed to Ms. Ankita Lunagariya, Company Secretary with respect to the voting by remote electronic means at: Email id: [email protected] or to NSDL at [email protected].

  10. The members have to vote through remote e-voting platform only.

  11. The Portal for remote E-voting will remain open for the Members for exercising their remote e-voting during Wednesday, September 14, 2022 (09:00 A.M.) to Thursday, October 13, 2022 (05:00 P.M.) (Both days inclusive). During this period, the Members of the Company holding equity shares either in physical form or dematerialised form, as on Friday, September 09, 2022 (‘cut-off date’), may cast their vote electronically. Once vote on a resolution is cast by the member, he/ she shall not be allowed to change it subsequently or cast the vote again. Please note that remote E-voting module shall be disabled for voting by NSDL after the last date and time.

  12. A member need not use all his / her / its votes nor does he / she / it need to cast all his / her / its votes in the same way.

  13. The Scrutinizer’s decision on the validity of the voting shall be final.

  14. A copy of the Postal Ballot Notice is also available on the website of the Company viz. www.sikkoindia.com and e-voting website viz. www.evoting.nsdl.com and at the corporate announcement section of the website of the National Stock Exchange of India Ltd on which the equity shares of the Company are listed.

  15. The Board of Directors have appointed CS Anand Lavingia, Company Secretary in Practice (COP No. 11410) as Scrutinizer for conducting the Postal Ballot and remote e-voting process in a fair and transparent manner and to receive and scrutinize the votes received through remote e-voting platform. After completion of the scrutiny of votes received, the scrutinizer will submit the report to the Chairman of the Company.

Notice of Postal Ballot | 4

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

Website: www.sikkoindia.com, E-mail: [email protected]

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  1. The Resolutions will be taken as passed effectively on Thursday, October 13, 2022, being last date for voting, if the result of the voting indicates that the requisite votes, as required for Special Resolutions, had received assenting to the Resolution. The result of the voting will be declared on or before Saturday, October 15, 2022 at the Registered Office of the Company. The result of the voting will also be posted on the Company’s website www.sikkoindia.com and communicated on the same day to stock exchange, registrar and share transfer agent and e-voting agency.

  2. Resolutions approved by the members through Postal Ballots /remote e-voting are deemed to have been passed effectively at a General Meeting of the Members.

  3. The Draft amended Memorandum of Association and all such other documents that are available for Members’ inspection have been placed on the website of the Company - www.sikkoindia.com.

  4. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the Companies and has issued circulars stating that service of notice /documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to give their consent by providing their e-mail addresses to the Company or to Purva Sharegistry (India) Private Limited, Registrar and Share Transfer Agent of the Company.

CONTACT DETAILS:

Company SIKKO INDUSTRIES LIMITED 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad 380051. Tel : +91 79 6616 8950 / 6616 8951; Email : [email protected]; Web : www.sikkoindia.com Registrar & PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED Transfer 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel (E), Mumbai - 400 011, Maharashtra Agent Tel: 022 23012517 / 8261; Email : [email protected]; Web : www.purvashare.com E-Voting NATIONAL SECURITIES DEPOSITORY LIMITED Agency Email: [email protected] NSDL help desk : 1800 1020 990 and 1800 22 44 30 Scrutinizer MR. ANAND S LAVINGIA Email: [email protected]; Tel No.: +91 79 – 4005 1702

Notice of Postal Ballot | 5

SIKKO INDUSTRIES LIMITED

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

CIN: L51909GJ2000PLC037329

Website: www.sikkoindia.com, E-mail: [email protected]

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INSTRUCTIONS FOR CASTING VOTES BY REMOTE E-VOTING

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1. ACCESS TO NSDL E-VOTING SYSTEM

A) Login method for e-Voting for Individual shareholders holding securities in demat mode:

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

  • Type of Shareholders Login Method Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. Shareholders holding https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e- securities in demat Services home page click on the “Beneficial Owner” icon under “Login” which is mode with NSDL available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e- Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

  • If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  • Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

  • Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Notice of Postal Ballot | 6

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

Website: www.sikkoindia.com, E-mail: [email protected]

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Individual 1. Existing users who have opted for Easi / Easiest, they can login through their user Shareholders holding id and password. Option will be made available to reach e-Voting page without any securities in demat further authentication. The URL for users to login to Easi / Easiest are mode with CDSL https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

  1. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

  2. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

  3. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual You can also login using the login credentials of your demat account through your Shareholders (holding Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging securities in demat in, you will be able to see e-Voting option. Click on e-Voting option, you will be mode) login through redirected to NSDL/CDSL Depository site after successful authentication, wherein you their depository can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL participants and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

Login Type Helpdesk Details
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by
securities in demat mode with sending a request at [email protected] or call at toll free no.: 1800 1020 990
NSDL and 1800 22 44 30
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by
securities in demat mode with sending a request at [email protected] or contact at 022-
CDSL 23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. cast your vote electronically.

Notice of Postal Ballot | 7

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951 Website: www.sikkoindia.com, E-mail: [email protected]

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  1. Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) or Physical

a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID demat account with NSDL. For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. b) For Members who hold shares in 16 Digit Beneficiary ID demat account with CDSL. For example if your Beneficiary ID is 12** then your user ID is 12** c) For Members holding shares in EVEN Number followed by Folio Number registered with the company Physical Form. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001**

  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

  5. i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  6. ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  7. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  8. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  9. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

  10. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  11. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  12. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  13. Now, you will have to click on “Login” button.

  14. After you click on the “Login” button, Home page of e-Voting will open.

Notice of Postal Ballot | 8

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

Website: www.sikkoindia.com, E-mail: [email protected]

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Step 2. CAST YOUR VOTE ELECTRONICALLY ON NSDL E-VOTING SYSTEM.

How to cast your vote electronically on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL GUIDELINES FOR SHAREHOLDERS:

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected].

Notice of Postal Ballot | 9

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

Website: www.sikkoindia.com, E-mail: [email protected]

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EXPLANATORY STATEMENT

(Pursuant to Section 102(1) of the Companies Act, 2013 and Secretarial Standard II on General Meetings)

Item No. 1:

To alter Main Object Clause of Memorandum of Association of the Company by way of addition of Objects related to Pharmaceutical Products and Agriculture Commodities: SPECIAL RESOLUTIONS

The board of directors has decided to add the activities related to pharmaceuticals goods and agricultural commodities in the object clause of the Company as set out in the Resolution No. 1.

The Company is presently engaged in the Agrochemical Businesses. The Company wishes not to drop any such business opportunity which arises in future and hence decided to add objects related to pharmaceuticals goods and agricultural commodities in existing Clause III [A].

Section 13 of the Companies Act, 2013 states that a Company, may, by a special resolution, alter the provisions of its Memorandum of Association (the “MoA”). The Board of Directors, on September 09, 2022, has approved the proposed addition of objects in Main Clause of the MoA of the Company, subject to the approval of the Members of the Company by way of Special Resolutions.

The special resolution passed by the members shall be filed with the Registrar of Companies who shall register the alteration of the MoA with respect to the objects of the Company and certify the registration.

The Board recommends the matter and the resolution for the approval of the Members by way of passing Special Resolutions for effecting the alteration in the existing Object Clause of the MoA of the Company by adding subclause 3 and 4 in Clause III [A] of the MoA.

The Draft amended Memorandum of Association has been placed on the website of the Company - www.sikkoindia.com for Members’ Inspection.

Therefore, the Board recommends the resolution hereof for approval of the shareholders as Special Resolutions.

None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolutions, except to the extent of their equity shareholdings held by them in the Company.

Item No. 2:

To increase the Authorised Share Capital of the Company and make consequent alteration in Clause V of the Memorandum of Association: SPECIAL RESOLUTION

In order to broad base capital structure of the Company and to enable the Company to issue further shares, it is proposed to increase the authorized share capital of the Company from Rupees 12,00,00,000/- (Rupees Twelve Crores only) divided into 12000000 (One Crore Twenty Lakh) Equity Shares of Rupees 10/- (Rupees Ten Only) each to Rupees 17,50,00,000/- (Rupees Seventeen Crores Fifty Lakh Only) divided into 17500000 (One Crore Seventy Five Lakh) Equity Shares of Rupees 10/- (Rupees Ten Only) each, by way of creation of an additional 5500000 (Fifty Five Lakh) Equity Shares of Rupees 10/- (Rupees Ten only) each, ranking pari passu in all respect with existing equity shares of the company, aggregating to Rupees 5,50,00,000/- (Rupees Five Crores Fifty Lakh only).

As a consequence of increase of authorized share capital of the Company, the existing authorized share capital clause (Clause V) in the Memorandum of Association of the Company is required to be altered accordingly. The proposed increase of authorized share capital requires the approval of members of the Company in general meeting under Sections 13, 61, 64 and other applicable provisions of the Companies Act, 2013, as well as any other applicable statutory and regulatory approvals.

The Draft amended Memorandum of Association has been placed on the website of the Company - www.sikkoindia.com for Members’ Inspection.

Therefore, the Board recommends the resolution hereof for approval of the shareholders as Special Resolutions.

None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolutions, except to the extent of their equity shareholdings held by them in the Company.

Notice of Postal Ballot | 10

SIKKO INDUSTRIES LIMITED

CIN: L51909GJ2000PLC037329

Regd. Off: 508 Iscon Elegance, Nr. Jain Temple, Nr. Prahladnagar Pick up Stand, Vejalpur, Ahmedabad – 380 051; Telephone: +91 79- 66168950/66168951

Website: www.sikkoindia.com, E-mail: [email protected]

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Item No. 3:

To consider and approve the issuance of Bonus Equity Shares: SPECIAL RESOLUTIONS

With a view to capitalize the Free Reserve and to rationalize the capital structure, the Board of Directors in its meeting held on Friday, September 09, 2022 has proposed to issue bonus equity shares in the ratio of 1:2 (i.e. One bonus fully paid up equity share of Rupees 10/- for every Two fully paid up equity shares of Rupees 10/- each held) to the shareholders as on the record date as may be decided by the Board of Directors.

This bonus allotment will rationalize the paid-up capital of the company with the funds employed in the company.

The fully paid-up Bonus Shares shall be distributed to the Members of your Company, whose names appear on the Register of Members maintained by the Company/ List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the Record Date as determined by the Board of Directors of the Company. The Bonus Shares so allotted shall rank pari-passu in all respects with the fully paid-up equity shares of the Company as existing on the Record Date.

The existing issued, subscribed and Paid-Up Share Capital of the Company shall be increased due to capitalization of Rupees 5,60,00,000/- (Rupees Five Crore Sixty Lakh Only) out of sum outstanding to the credit of the Free Reserve as per the audited accounts of the company for the year ended on March 31, 2022.

The Paid-Up Equity Share Capital after Bonus Issue will be Rupees 16,80,00,000/- (Rupees Sixteen Crores Eighty Lakh Only) divided into 16800000 (One Crore Sixty Eight Lakh) Equity Shares of Rupees 10/- (Rupees Ten Only) each.

As per the provisions of Sections 63 of the Companies Act, 2013, approval of the shareholders is required to be accorded for issuance of Bonus Shares to the members of the Company by way of passing Special Resolutions.

The Board recommends the matter and the resolution for the approval of the Members by way of passing Special Resolutions.

None of the Promoter(s), Director(s), Manager(s) and Key Managerial Personnel(s) and their relative(s) is/are, in any way, concerned or interested in the said resolutions, except to the extent of their equity shareholdings held by them in the Company.

By order of the Board of Directors, Sikko Industries Limited

Sd/-

Place: Ahmedabad Date: September 09, 2022

Jayantibhai Mohanbhai Kumbhani Managing Director (DIN: 00587807)


Notice of Postal Ballot | 11