Solitaire Machine Tools Ltd — Proxy Solicitation & Information Statement 2022

Feb 8, 2022

==> picture [88 x 56] intentionally omitted <==

SOLITAIRE MACHINE TOOLS LTD

February 08, 2022

To,

The Manager

BSE Limited

Corporate Relationship Department

Phiroze Jeejeebhoy Towers

Dalal Street, Mumbai - 400 001

Sub: Intimation of Postal Ballot / Calendar of Events

Ref: Scrip Code: 522152

Dear Sir / Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and with reference to our letter dated January 21, 2022, please find enclosed herewith the Postal Ballot Notice dated January 21, 2022 along with the Explanatory Statement (“Notice”) for seeking approval of Members of the Company by way of Special Resolution for “Approval for Shifting of Registered Office of the Company from Mumbai in the State of Maharashtra to Vadodara in the State of Gujarat.”

The Notice has been sent yesterday, i.e. Monday, February 07, 2022, through electronic means only to the Members of the Company whose names appear on the Register of Members / List of Beneficial Owners as on January 28, 2022, being the cut-off date and whose e-mail IDs are registered with their Depository Participant(s) / the Company.

Further, the calendar of events in connection with the postal ballot is as under:

==> picture [462 x 125] intentionally omitted <==

----- Start of picture text -----

Sr. Particulars Schedule
No.
1. Cut - off Date for identification of voting Friday, January 28, 2022
rights of the Members
2. Date and time of commencement of Wednesday, February 09, 2022 [09:00 a.m.]
remote e-voting
3. Date and time of end of remote e-voting Thursday, March 10, 2022 [05:00 p.m.]
4. Submission of report by the Scrutinizer on or before Saturday, March 12, 2022
5. Date of declaration of results of voting on or before Saturday, March 12, 2022
----- End of picture text -----

CIN No. L28932MH1967PLC013747

Office : 3/A, Arun Chambers, Tardeo Rd., Mumbai-400 034. India. Tel. : 022-66602156 Reply to: Plant I: 292, Dharamsinh Desai Marg, Chhani Road, Vadodara-390002. India Mob.: 9904408538 E-mail: sales@smtgrinders.com Plant II : A-24/25, Krishna Industrial Estate, Near B.I.D.C., Gorwa, Vadodara- 390016. Website : www.smtgrinders.com

==> picture [88 x 56] intentionally omitted <==

SOLITAIRE MACHINE TOOLS LTD

Physical copies of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid Business Reply Envelope will not be sent to the Members. Copy of the said Notice is being made available on the website of the Company i.e. www.smtgrinders.com.

You are requested to take the above information on your record.

Thanking you,

==> picture [194 x 108] intentionally omitted <==

CIN No. L28932MH1967PLC013747 Office : 3/A, Arun Chambers, Tardeo Rd., Mumbai-400 034. India. Tel. : 022-66602156 Reply to: Plant I: 292, Dharamsinh Desai Marg, Chhani Road, Vadodara-390002. India Mob.: 9904408538 E-mail: sales@smtgrinders.com Plant II : A-24/25, Krishna Industrial Estate, Near B.I.D.C., Gorwa, Vadodara- 390016. Website : www.smtgrinders.com

==> picture [86 x 54] intentionally omitted <==

SOLITAIRE MACHINE TOOLS LIMITED

CIN: L28932MH1967PLC013747

Regd Office: 3/A, Arun Chambers, Tardeo Rd., Mumbai-400 034. India. Tel.: 022-66602156 Website: www.smtgrinders.com; Mob.: 9904408538; E-mail: investors@smtgrinders.com

NOTICE OF POSTAL BALLOT

[Pursuant to provisions of Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

Notice is hereby given to the Members of Solitaire Machine Tools Limited (“the Company”) pursuant to Section 110 and other applicable provisions of the Companies Act, 2013 (the “Act”), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular Nos. 10/2021 dated June 23, 2021 and 20/2021 dated December 08, 2021 respectively, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time), to transact the Special Business set out below, by the Members of Solitaire Machine Tools Limited, by means of Postal Ballot, only by way of remote e-voting process (“e-voting”).

In terms of MCA Circulars, the Company will send Postal Ballot Notice only by e-mail to all its Members who have registered their e-mail addresses with the Company or depository / depository participants and the communication of assent / dissent of the Members on the resolution proposed in this notice will only take place through the remote e-voting system. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes for registration of the same. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars. Members are also requested to carefully read all the instructions given in the Notes forming part of this Postal Ballot Notice. The said notice of Postal Ballot is also available on the website of the Company at www.smtgrinders.com.

Accordingly, in compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot.

Page 1 of 9

The Company has engaged the services of Link Intime India Private Limited as the agency to provide e-voting facility.

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of your Company at its meeting held on January 21, 2022, has appointed Mrs. Chandanbala O. Mehta (FCS: 6122 & C.P. No.: 6400) of M/s. Chandanbala Jain & Associates, Practicing Company Secretaries, as the Scrutinizer for conducting the Postal Ballot, through the e- voting process, in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

In accordance with the MCA Circulars, Members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its Members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically not later than 5:00 p.m. IST on Thursday, March 10, 2022, (the last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit her report, after the completion of scrutiny, to the Chairman of the Company or any person authorized by him. The results of e-voting will be announced on or before Saturday, March 12, 2022, and will be displayed on the Company's website www.smtgrinders.com and will also be communicated to the Stock Exchange and Link Intime India Private Limited (“Link Intime” or “Registrar and Transfer Agent” or “Depositories”). The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS:

APPROVAL FOR SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM MUMBAI IN THE STATE OF MAHARASHTRA TO VADODARA IN THE STATE OF GUJARAT

To consider, and if thought fit, to pass with or without modifications, the following Resolution as a Special Resolution:

“RESOLVED THAT subject to and in accordance with the relevant provisions of Section 12, 13 and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) read with Rule 30 of the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), and subject to the approval of the Central Government (power delegated to Regional Director) and/or any other authority(ies) as may be prescribed form time to time and subject to such other approvals, permissions and sanctions, as may be required under the provisions of the said Act or under any other law for the time being in force, consent of the Members of the Company be and is hereby accorded for shifting the Registered office of the Company from Mumbai in the State of Maharashtra to Vadodara in the State of Gujarat i.e. from Shop 3-A, Floor-Bas, Plot 731, Part 3, Arun Chamber, Pandit Madan Mohan Malviya Marg, Tardeo, Mumbai, Mumbai City, MH, 400034 to A-24/25, Krishna Industrial Estate, Opp. BIDC,

Page 2 of 9

Gorwa, Vadodara, 390016 and that Clause II of the Memorandum of Association of the Company be substituted with following Clause:

‘II. The Registered office of the Company will be situated in the State of Gujarat.’

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall deem to include any of its duly constituted Committee), be and is hereby authorised on behalf of the Company to make any modifications, changes, variations, alterations or revisions stipulated by any authority, while according approval, consent as may be considered necessary and to appoint counsels/consultant and advisors, file applications/ petitions, issue notices, advertisements, obtain orders for shifting of Registered Office from the authorities concerned and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and to settle any questions, difficulties or doubts that may arise in this regard.”

By Order of the Board For Solitaire Machine Tools Limited

Sd/Barkha Arora Company Secretary & Compliance Officer

Vadodara: January 21, 2022

Registered Office :

Shop 3-A, Floor-Bas, Plot 731, Part 3, Arun Chamber, Pandit Madan Mohan Malviya Marg, Tardeo, Mumbai-400034 CIN: L28932MH1967PLC013747 E-mail address: investors@smtgrinders.com Website: www.smtgrinders.com

NOTES:

1. A Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached.

2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, January 28, 2022 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.

3. This Postal Ballot Notice will also be available on the Company's website at www.smtgrinders.com, website of the Stock Exchange, i.e. BSE Limited at www.bseindia.com and on the website of Link Intime India Private Limited (agency for providing the Remote e-Voting facility) i.e. http://www.linkintime.co.in/.

Page 3 of 9

1. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address.

a) Members holding shares in physical mode and who have not registered/updated their email ID with the Company are requested to register/update by sending duly signed request letter at Company’s Registrar and Transfer Agent viz. Link Intime India Private Limited by providing Folio No. and Name of the Member or may also send an e-mail to investors@smtgrinders.com .

b) Members holding shares in dematerialised mode are requested to register/update their email ID with the relevant Depository Participants with whom they maintain their demat account(s).

1. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

2. Voting rights of a Member / Beneficial Owner shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.

3. Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated December 9, 2020, SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of Link Intime India Private Limited (‘Link Intime’) as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the Members are requested to read carefully before casting their vote.

4. The e-voting period commences at 9:00 a.m. (IST) on Wednesday, February 09, 2022 and ends at 5:00 p.m. (IST) on Thursday, March 10, 2022. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered.

5. The resolution, if approved, shall be deemed to have been passed on the last date of e- voting i.e. Thursday, March 10, 2022.

6. All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to investors@smtgrinders.com.

REMOTE E-VOTING -INSTRUCTIONS:

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

Page 4 of 9

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode withNSDL	   	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e- Voting 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 name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com . Select “Register Online for IDeAS” on the 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 name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in demat mode withCDSL	  	Existing user of who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/login orwww.cdslindia.com and click on New System Myeasi. 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, KARVY, LINK NTIME, CDSL. Click on e-Voting service provider name to cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi./Registration/EasiRegist

Page 5 of 9

			ration 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 where the E Voting is in progress.
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. Once login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
Individual Shareholders holding securities in Physical mode & e-voting service Provider is LINKINTIME.	1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in ▶Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: - A. User ID: Shareholders/ members holding shares in physical form shall provide Event No + Folio Number registered with the Company. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format) D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company. • Shareholders/ members holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above. ▶Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

Page 6 of 9

▶Click “confirm” (Your password is now generated). 2. Click on ‘Login’ under ‘SHARE HOLDER’ tab. 3. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’. 4. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon. 5. E-voting page will appear. 6. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). 7. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify yourvote.

Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the evoting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

- Individual Shareholders holding securities in Physical mode & e voting service Provider is LINK INTIME, have forgotten the password:

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

• Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’.

• In case shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail address.

• Shareholders/ members can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.

• The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL have forgotten the password:

Page 7 of 9

• Shareholders/ members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

Helpdesk for Individual Shareholders holding securities in demat mode:

In case shareholders/ members holding securities in demat mode have any technical issues related to login through Depository i.e. NSDL / CDSL, they may contact the respective helpdesk given below:

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 evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
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 helpdesk.evoting@cdslindia.comor contact at 022-23058738 or 22-23058542-43.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & evoting service Provider is LINKINTIME.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 –4918 6000.

Page 8 of 9

EXPLANATORY STATEMENT AND REASONS FOR THE PROPOSED RESOLUTION ACCOMPANYING THE POSTAL BALLOT NOTICE DATED JANUARY 21, 2022 PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013 AND RULES MADE THERETO

Presently all the working Directors are staying and working in Vadodara, both the plants are in Vadodara, there is now no significant presence left in Mumbai for the Company and for administrative and operational convenience, the Board at its meeting held on November 11, 2021, has recommended to shift the Registered Office of the Company from Shop 3-A, Floor-Bas, Plot 731, Part 3, Arun Chamber, Pandit Madan Mohan Malviya Marg, Tardeo, Mumbai, Mumbai City, MH, 400034 to A-24/25, Krishna Industrial Estate, Opp. BIDC, Gorwa, Vadodara, 390016.

The shifting of Registered Office from the State of Maharashtra to the State of Gujarat is in the best interest of the Company, shareholders and all concerned parties and will not be detrimental to the interest of members of the public, shareholders, creditors or employees, in any manner whatsoever.

Pursuant to the provisions of Sections 12, 13 and all other applicable provisions, if any, of the Act read with applicable Rules and Regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force), shifting of the Registered Office from one State to another and alteration of Clause II of the Memorandum of Association (the MOA) of the Company requires the approval of the Members of the Company by means of a Special Resolution and approval of the Central Government (power delegated to Regional Director).

In light of the above facts, the approval of the Members is sought for shifting of Registered Office of the Company from the State of Maharashtra to the State of Gujarat and consequently for altering Clause II of the MOA.

The Board of Directors accordingly recommends the resolution set out in the above notice for approval of the Members by way of Special Resolution.

None of Directors, Key Managerial Personnel and / or their relatives, are interested and / or concerned, financially or otherwise, in passing of the said resolution.

By Order of the Board of Directors For Solitaire Machine Tools Limited

Sd/Barkha Arora Company Secretary & Compliance Officer

Vadodara: January 21, 2022

Registered Office :

Shop 3-A, Floor-Bas, Plot 731, Part 3, Arun Chamber, Pandit Madan Mohan Malviya Marg, Tardeo, Mumbai, Mumbai City, MH, 400034 CIN: L28932MH1967PLC013747 E-mail address: investors@smtgrinders.com Website: www.smtgrinders.com

Page 9 of 9