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Simplex Realty Limited Proxy Solicitation & Information Statement 2024

Apr 5, 2024

63166_rns_2024-04-05_a741f839-538e-45ae-b53a-b998bc0af310.pdf

Proxy Solicitation & Information Statement

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5[th] April, 2024

Department of Corporate Service

BSE Limited P.J Towers, Dalal Street, Mumbai - 400 001

Security Code: 503229

Dear Sir,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 the SEBI (Listing Obligations and

Disclosure Requirements, 2015

Pursuant to Regulation 30 read with Part A of the Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing Regulations) pleased find enclosed the Notice Postal Ballot dated 5[th] April, 2024 (the Notice ) for seeking approval of Members for appointment of Shri Navratan Damani (DIN: ) as a Director ( Non-Executive and Non- Independent of the Company for a first term of five consecutive years with effect from 1[st] April, 2024 to 31[st] March, 2029 ( both days inclusive) by means of Postal Ballot through remote-e-Voting.

The Notice is being sent electronically those Members whose names appears in the Register of Members/ List of Beneficial Owners maintained by the Company and Depository Participants respectively, as on Friday, the 5[th] April, 2024 ( the Cut-off date ).

The Company has engaged the services of National Securities Depository Limited to provide remote e- Voting facility to Members. The e-Voting facility will be available during the following period:

Commencement of e-Voting From 09:00 a.m. on Thursday, 1~~1~~t h April, 2024
End of e-Voting Upto 05:00 p.m. on Saturday, 1~~1~~th May, 2024
  • The said Notice is also being made available on the website of the Company at www.simplex group.com and on the website of NSDL at www.evoting.nsdl.com

This disclosure is being given pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

You are requested to kindly take the same on record.

Thanking You,

Yours faithfully, For Simplex Realty Limited SANDHYA Digitally signed by SANDHYA RAVINDRAN RAVINDRANATH KINI Date: 2024.04.05 ATH KINI 18:07:25 +05'30' Sandhya R Kini Whole -time Director

DIN: 03346789 Encl: as above

CIN: L17110MH1912PLC000351

Registered Office: 30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mahalaxmi (E), Mumbai – 400011 T: +91 22 23082951 I E:mail: [email protected] I Website:www.simplex-group.com

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Simplex Realty Limited

(CIN: L17110MH1912PLC000351)

Registered Office:30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mumbai-400 011 Web-site :www.simplex-group.com Email: [email protected]

Tel.: +91 22 23082951 Fax: +91 22 23072773

NOTICE OF POSTAL BALLOT

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

Dear Member(s),

NOTICE is hereby given that pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ( the Act ) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( the SEBI Listing Regulations ) and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India ( SS-2 ) including any statutory modification(s) or re-enactment(s) thereof for the time being in force, as amended from time to time, if any, read with the General Circular Nos. 14/2020 dated 8[th] April 2020, 17/2020 dated 13[th] April, 2020, and subsequent circulars issued in this regard, the latest being 9/2023 dated 25[th] September, 2023 issued by the Ministry of Corporate Affairs ( the MCA Circulars ) and other applicable laws and regulations, the Resolution as set out in this Notice, seeking approval of the Members of Simplex Realty Limited ( the Company ) for the appointment of Shri Navratan Damani as an Independent Director for a period of five consecutive years with effect from 1[st] April, 2024 to 31[st] March, 2029 ( both days inclusive) is proposed to be passed as Special Resolution by the Members of the Company through Postal Ballot only, by voting through electronic means (‘ the Postal Ballot/ the Remote e-Voting ).

An Explanatory Statement pursuant to Section 102 and other applicable provisions, if any, of the Act, pertaining to the Resolution setting out material facts and reasons thereof, is appended to this Postal Ballot Notice.

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SPECIAL BUSINESS:

To consider and, if thought fit, to pass the following Special Resolution, with or without modification(s):

Approval for the appointment of Shri Navratan Damani (DIN: 00057401) as an Independent Director, of the Company

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, Regulation 17(1A) and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the SEBI Listing Regulations) as amended from time to time, Shri Navratan Damani (DIN:00057401) who was appointed as an Additional Director (Non- Executive Independent Director) of the Company with effect from 1[st] April, 2024, in terms of Section 161 of the Act read with Article 141 of the Articles of Association of the Company and who qualifies for being appointed as a Non- Executive Independent Director and has attained the age of Seventy -Five (75) years and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member signifying his candidature for the office of Director be and is hereby appointed as an Independent Director of the Company to hold the office for five consecutive years for a term upto 31[st] March, 2029, not liable to retire by rotation;

RESOLVED FURTHER THAT the Board of Directors of the Company and / or Company Secretary of the Company be and are hereby jointly and/or severally authorized to do all such acts, deeds, matters, things and sign and file all such papers, documents, forms and writings as may be necessary and incidental to give effect to this resolution.

For and on behalf of the Board of the Directors

Sd/-

Sandhya R Kini Whole-time Director DIN: 03346789

Mumbai, 5[th] April, 2024 CIN: L17110MH1912PLC000351 Registered Office : 30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mumbai-400011

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NOTES

  1. The Explanatory Statement pursuant to Section 102 read with Section 108 of the Act and Regulation 36 of the SEBI Listing Regulations, setting out the material facts and reasons for the proposed Special Resolution, considered to be of urgent nature, to be transacted by Postal Ballot and Remote e-Voting, is appended herein below and forms a part of this Postal Ballot Notice. Members are requested to peruse the proposed resolution along with the Explanatory Statement and thereafter, record their assent or dissent through the Remote e-Voting facility provided by the Company.

  2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent via electronic mode only, to those Members whose names appear in the Register of Members/List of Beneficial Owners maintained by the Company and as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (' Depositories ') as on Friday, the 5[th] April, 2024 (' Cut-off Date '), and whose e-mail addresses are registered with the Company/the Registrar and Transfer Agent (RTA), Purva Sharegistry (India) Private Limited the Depositories/Depository Participants (DP ). Members who have not registered their email address are requested to register the same as per the process mentioned below:

  3. a) In respect of shares held in physical form, Members who want to register their email address will need to ensure complete KYC compliance for their folio. Such Shareholders can download the relevant Forms i.e., Forms ISR-1, ISR-2, ISR-3, SH-13, SH-14, for registering/changing KYC details through the RTA website at www. purvashare.com. The following details viz. PAN of all the holders, Address with PIN code, Email address, Mobile No., Bank Account details of the first holder, Specimen Signature and Nomination details need to be submitted by the holders of physical securities along with supporting documents at [email protected]

  4. b) Members holding shares in dematerialized mode are requested to register / update their email addresses with the relevant Depository Participants.

  5. As per the MCA Circulars, physical copies of the Postal Ballot Notice, Postal Ballot Form and prepaid business reply envelopes are not being sent to the Members for this Postal Ballot. Members are requested to provide their assent or dissent through Remote e-Voting only.

  6. The Members, whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories as on Friday, the 5[th] April, 2024, the Cut-off Date, are entitled to vote on the Resolution set forth in this Notice. A person who is not a Member as on the Cut-off Date should treat this Postal Ballot Notice for information purpose only.

  7. In terms of Section 108 and Section 110 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Regulations, the Company is pleased to provide e-Voting facility to all its Members to exercise their right to vote on

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the proposed resolution, through remote e-voting system. For this purpose, the Company has engaged the services of NSDL, as the authorized agency to enable Members to cast their votes electronically.

  1. Members may please note that the Postal Ballot Notice with relevant enclosures, have been uploaded on the website of the Company at www.simplex-group.com , website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of NSDL, i.e. www.evoting.nsdl.com.

  2. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, the 5[th] April, 2024. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.

  3. The relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement shall be open for inspection electronically, during business hours on all working days, until the last date of the Remote e-Voting, basis the request of the Member(s) being sent on [email protected] , mentioning their name, Folio no./Client ID and DP ID and the name of the document they wish to inspect, with a self-attested copy of the PAN Card attached to the e-mail.

  4. The Portal for remote e-Voting will remain open on Tuesday, the 11[th] April, 2024 at 9.00 A.M. till Friday, 11[th] May, 2024 at 5: 00 P.M. During this period, Members holding shares either in physical or dematerialised form, as on the Cut-off Date i.e., the 5[th] April, 2024, may cast their vote electronically. The Remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on the Resolution is cast by the Member, the Member shall not be allowed to change it subsequently or cast the vote again.

  5. The Company has appointed Shri Binit Thakur (Membership No. FCS 10859 /CP No.21698), Practicing Company Secretaries, to act as the Scrutinizer, for conducting the Remote e-Voting, in a fair and transparent manner.

  6. The Scrutinizer will submit his report to the Chairman of the Company or any other person duly authorised by the Chairman and the results of the voting by Postal Ballot will be announced within two working days from the conclusion of the Remote e-Voting.

  7. The Resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of Remote e-Voting i.e., Monday, the 13[th] May, 2024. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website and on the website of NSDL immediately after the declaration of results and will also be forwarded to the Stock Exchange where the shares of the Company are listed and also be displayed on the Notice Board of the Company at its Registered Office.

  8. Members are requested to note that pursuant to Regulation 36(3) of the SEBI Regulations, 2015 and the Secretarial Standards-2 (SS-2), brief particulars the Director proposed to be appointed is given at the end and forms part of this Postal Ballot Notice.

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Instructions for Remote e-Voting

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 9[th] December, 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

advised to update their
Voting facility
mobile number and email Id in their demat accounts in order to access e-
Type
of
shareholders
Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL
1.
ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.comeither on a Personal Computer or on
a mobile. On the e-Services home page click on the “Beneficial
Owner”icon under“Login”which is 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 ore-Voting service
provider i.e. NSDLand you will be re-directed to e-Voting
website of NSDL for casting your vote during the remote e-Voting
period.
2.
If you are not registered for IDeAS e-Services, option to register
is available athttps://eservices.nsdl.com. Select“Register
Online
for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3.
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

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wherein you can see e-Voting page. Click on company name or
e-Voting service provider i.e. NSDLand you will be redirected
to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.
4.
Shareholders/Members can also download NSDL Mobile App
NSDL Speede” facility by scanning the QR code mentioned
below for seamless voting experience.
Individual
Shareholders holding
securities in demat
mode with CDSL
1. Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available
to
reach
e-Voting
page
without
any
further
authentication. The users to login Easi / Easiest are requested to
visit CDSL websitewww.cdslindia.comand click on login icon &
New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is
in progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during
the remote e-Voting period. Additionally, there is also links
provided to access the system of all e-Voting Service Providers,
so that the user can visit the e-Voting service providers’ website
directly.
3. If the user is not registered for Easi/Easiest, option to register is
available at CDSL websitewww.cdslindia.comand click on login
& New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available onwww.cdslindia.comhome 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 able to see the e-Voting option where

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the e-Voting is in progress and also able to directly access the
system of all e-Voting Service Providers.
Individual
Shareholders
(holding securities in
demat mode) login
through
their
depository
participants
You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. upon logging in, you will be able to see e-Voting option.
Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
site after successful authentication, wherein you can see e-Voting
feature. 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.

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 securities in
demat mode with NSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at 022 - 4886 7000 and
022 - 2499 7000
Individual Shareholders holding securities in
demat mode with CDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] or contact at toll
free no. 1800 22 55 33
  • 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.

  4. 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.

  5. Your User ID details are given below :

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Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client
ID
is
12

then
your
user
ID
is
IN300
12**.
b) For Members who hold shares in
demat account with CDSL.
16 Digit Beneficiary ID
For
example
if
your
Beneficiary
ID
is
12** then your user ID is
12**
c) For
Members
holding
shares
in
Physical Form.
EVEN
Number
followed
by
Folio
Number
registered with the company
For example, if folio number is 001*** and EVEN
is 128147 then user ID is 128147001
  1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  2. 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.

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

  4. 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.

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

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

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

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

Step 2 : 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.

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

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

  3. 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.

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

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

  6. 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 : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager at [email protected]

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E MAIL IDS FOR E-VOTING FOR THE RESOLUTION SET OUT IN THIS NOTICE :

  1. 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]

  2. 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 (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to

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  1. [email protected] .If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Log

method for e-Voting for Individual shareholders holding securities in demat mode .

  1. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated 9[th] December, 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.

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 OF THE COMPANIES ACT, 2013 (the

Act)

The following statement sets out material facts relating to Special Resolution as mentioned in the accompanying Notice.

The Board of Directors at its meeting held on 24[th] January, 2024 on the recommendation of the Nomination and Remuneration Committee, appointed Shri Navratan Damani as an Additional Director in terms of Section 161(1) of the Act read with Article 141 of the Articles of Association of the Company in the category of Independent Non–Executive Director of the Company for five consecutive years, not liable to retire by rotation, with effect from 1[st] April, 2024 to 31[st] March, 2029 (both days inclusive ) subject to approval of the Members by way of a Special Resolution.

As an Additional Director, Shri Navratan Damani holds office upto the date of the ensuing Annual General Meeting. As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), inter-alia , provides that no listed company shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (Seventy-Five) years unless it is approved by the Members by passing a Special Resolution to that effect and justification thereof. Shri Navratan Damani has attained the age of 75 (Seventy-Five) years and It is necessary to approve appointment of his directorship of the Company by way of a Special Resolution.

Further, in terms of 17(1) ( C ) of the SEBI Listing Regulations, approval of Members of the Company is also required to be obtained for appointment of a Director, at the next general meeting or within three months from the date of appointment, which is earlier. Therefore, approval of Members is being sought for the aforesaid appointment of Shri Navratan Damani, through this Postal Ballot.

The Company has received a notice from a Member proposing Shri Navratan Damani as a candidate for the office of Director of the Company. The Company has also received a declaration from Shri Navratan Damani confirming that he meets the criteria of independence as prescribed under the Act and the Listing Regulations. Shri Navratan Damani is also not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director of the Company.

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Shri Navratan Damani is a Science Graduate, from the University of Mumbai. He has more than fifty years of experience in various industries including textiles, chemicals, non-ferrous metals, construction and plastic tapes. He has also served as Managing Director of Multimetals Limited and was Joint Managing Director of The Jamshri Ranjitsinghji Spinning and Weaving Mills Company Limited.

He currently serves as the Managing Director of Chatur Properties Private Limited, engaged into real estate development at Solapur, Maharashtra. He is also involved with charitable and social institutions and participation in social, cultural and religious activities.

Shri Navratan Damani holds Nil equity shares in the Company. A copy of the draft letter of appointment for Independent Director, setting out the terms and conditions for appointment of Independent Director is available for inspection by the Members.

The Board is of the opinion that the appointment of Shri Navratan Damani as an Independent Director would be in the interest of the Company and it is desirable to avail his services, due to his background and experience, regardless of his age.

The Special Resolution seeks the approval of the Members for the appointment of Shri Navratan Damani aged 76 (Seventy-Six) years, as an Independent Director of the Company for a period of 5 (five) years starting from 1[st] April, 2024 to 31[st] March, 2029 (both days inclusive).

Except Shri Navratan Damani, being an appointee, none of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the resolution set out in this Postal Ballot Notice

The Board recommends the Special Resolution of the Notice for your approval.

Disclosure as required under Regulation 36 (3) of the SEBI Regulations and Secretarial Standards -2 on General Meetings are given below:

Name Shri Navratan Damani
DIN 00057401
Category Independent Director
Birth Date 28.02.1948
Age 76 years
Nationality Indian
Qualification B.Sc. from University of Mumbai
Brief resume including nature of expertise in
specific functional Area
He has more than 50 years of experience in various
industries
including
textiles,
chemicals,
non-ferrous
metals, construction and plastic tapes

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Terms & Conditions of Appointment/ Re-
appointment
Appointment as an Independent Director for the First term
Shareholding including shareholding as
beneficial owner
Nil
Relationship with other Director / Key
Managerial Personnel
None
List of Directorship in other companies i.
Lotus Properties Private Limited
ii.
Chatur Properties Private Limited
iii.
SPV Global Trading Limited
iv.
Nandini Apartments Private Limited
v.
ShriVasuprada Plantations Limited
Date of First Appointment on the Board 24.01.2024 ; with effect from 1stApril, 2024
Date of last appointment Nil
Chairman/Member of the Committees of the
Board of the Company
Nil
No. of Board Meetings attended during the
financial year 2023-24
Nil
Remuneration paid in the year 2023-24 Nil
Remuneration sought to be paid Sitting Fees
Listed Entities from which resigned as
Director in past 3 years
Nil

For and on behalf of the Board of the Directors

Sd/-

Sandhya R Kini Whole-time Director

DIN: 03346789

Mumbai, 5[th] April, 2024 CIN: L17110MH1912PLC000351

Registered Office :

30, Keshavrao Khadye Marg, Sant Gadge Maharaj Chowk, Mumbai-400011

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