Suditi Industries Ltd. — AGM Information 2021

Oct 21, 2021

SUDITI INDUSTRIES LTD

NOTICE OF ANNUAL GENERAL MEETING:	NOTICE OF ANNUAL GENERAL MEETING:		to this resolution, any of the Director, of the Company be	to this resolution, any of the Director, of the Company be	to this resolution, any of the Director, of the Company be	to this resolution, any of the Director, of the Company be	to this resolution, any of the Director, of the Company be	to this resolution, any of the Director, of the Company be
Notice is hereby given that the Thirtieth Annual General Meeting of			and is hereby authorised, on behalf of the Company, to do all
the Company will be held on Tuesday, 16 November 2021 at 3.30			acts, deeds, matters and things as deem necessary, proper
P.M through Video Conferencing (VC) or Other Audio Visual Means			or desirable and to sign and execute all necessary documents,
(OAVM) to transact the following business:			applications and returns for the		purpose of giving			effect to
ORDINARY BUSINESS:			the aforesaid resolution along with filing of E-form INC.22 as
1	To receive, consider and adopt the Audited Financial Statements including the Balance Sheet as at 31stMarch,		return of Change in address of registered office Registrar of Companies, Maharashtra, Mumbai”					with the
	2021 and the statement of Profit & Loss Account of the 5		Increased Authorized Capital of the Company:
	Company including the Cash Flow Statements for the	financial	To consider and if thought fit,		to pass, with or without
	year ended 31stMarch, 2021 both standalone and consolidated		modification(s), the following resolution as				a Ordinary
	and the Reports of the Directors and Auditors thereon.		Resolution:
2	To appoint a director in place of Shri Pawan Agarwal (DIN No: 00808731), who retires by rotation and, being eligible, offers himself for re-appointment.		“RESOLVED THATpursuant section 61 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (the Act) read with the Companies (Share Capital &
3	Ratification of Appointment of Statutory Auditors:		Debenture) Rules, 2014 including any statutory modification(s)
	To consider and if thought fit, to pass, with or	without	thereof, the Authorized Share capital of the Company be and
	modification(s), the following resolution as an Ordinary		hereby increasedfrom Rs. 25,00,00,000 ( Rupees Twenty
	Resolution:-		Five Crore) comprising of 2,50,00,000( Two Crore Fifty Lakh)
	“RESOLVED THAT, pursuant to Section 139 and other		equity share of Rs. 10/-(Rupees Ten) eachTo
	applicable provisions of the Companies Act, 2013 (“Act”),		Rs. 30,00,00,000 ( Rupees Thirty Crore) comprising of
	read with the Companies (Audit & Auditors) Rules, 2014		300,00,000( Three Crore) equity share of Rs.				10/-(Rupees
	framed there under, (including any statutory modification(s)		Ten) each and new equiy shares		shall rank Parri Passu with
	or re-enactment(s) thereof for the time being in force),		the existing equity share of the Company.
	pursuant to the recommendations of the audit committee of the board of directors and pursuant to the resolution passed by the members at the Annual General Meeting (AGM) held on 29th. September 2017, the appointment of M/s. Chaturvedi & Partners., Chartered Accountants (ICAI Firm Registration No.307068E) Chartered Accountants as the Statutory Auditors of the Company to hold office till the conclusion of the AGM to be held in the calendar year 2022 be and is hereby ratified		“RESOLVED FURTHER THATany one Director of the company be and is hereby authorized on behalf of the Company to do all such acts, deeds, Document, instrument and things as may be necessary to give effect to the above, resolution, including entering the necessary particulars in the statutory registers and other records of the Company and filing such other documents and doing such other acts as
	and that the board of directors be and is hereby authorised to		may be required under law in connection with the above
	fix the remuneration plus GST, out-of pocket travelling and		resolution.
	living expenses, etc., payable to them for the financial year 6		T o amend the Memorandum of		Association:
	ending March 31, 2022 as may be determined by the audit committee in consultation with the auditors and such		To consider and if thought fit,		to pass, with or without
	remuneration as may be agreed between the auditors and Board of Directors.”		modification(s), the following Resolution:		resolution as a			Special
SPECIAL BUSINESS:			“RESOLVED THATpursuant to the provision of Section 13
4	Shifting the Registered office of the Company:		of the Companies Act, 2013 the existing clause V (a) of the Memorandum of the Association of the Company be and is
	To consider and if thought fit, to pass, with or	without	hereby altered with the following		clause:
	modification(s), the following resolution as a Resolution:	Special	V.(a) The Authorized Share Capital of the Company is Rs.
	“RESOLVED THATpursuant to section 12(5) (a) and any other applicable Provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014, or any other law for the time being in force (including any statutory modification(s) or amendment(s) thereto or enactment(s) thereof for the time being in force the consent of the shareholders of the company be and is hereby accorded			30,00,00,000 ( Rupees Thirty Crore) comprising of 300,00,000 (Three Crore) equity share of Rs. 10/-(Rupees Ten) each. The Company has powers to increase or reduce the same in accordance with the provisions of the Companies Act, 2013. The Shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively
	to shift Registered office of the company from“Shah &			any preferential, deferred or other special right,
	Nahar Ind Estate A-2unit No 23/24, Dhanraj Mills			privileges, condition or restriction as to dividends,
	Compound, LowerParel, Mumbai, Maharashtra	400013		capital, voting or otherwise.”
	India.” To“C-253/254, MIDC, TTC INDL. Area,	Pawne	“RESOLVED FURTHER THAT			any one Director of the
	Village, Turbhe, Navi Mumbai – 400 705”within the state		company be and is hereby authorized on behalf of the
	of Maharashtra from such date as may be determined by the board.		Company to do all such acts, deeds, Document, instrument and things as may be necessary to give effect to the above,
	“FURTHER RESOLVED THATfor the purpose of giving effect		resolution, including entering the necessary particulars in the

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Thirtieth Annual Report 2020 - 2021

	statutory registers and other records of the Company and	statutory registers and other records of the Company and
	filing such other documents and doing such other acts as may be required under law in connection with the above
	resolution.
7	Approval of Related Party transactions.
	To consider and if thought fit, to pass, with or without
	modification(s), the following resolution as a Special
	Resolution:-

“RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and also in supersession of the earlier resolutions passed by the members in this regard pertaining to only those companies stated in this resolution and other applicable Rules, Regulations, Guidelines, Notifications, Clarifications and circulars as may be in force from time to time and subject to such approvals, consents, sanctions and permissions as may be necessary, the members of the Company do hereby accord their approval to all contracts/agreements/ arrangements whether existing or to be entered into by the Company in future from time to time with the following parties.”

Name of the Related Party	Nature of Relationship	Particulars of Contract	Period	Likely Amount of transaction per annum(in Rs.)
Black Gold Leasing Pvt. Ltd.	Company in which Directors are Interested	Sale/ Purchase of Fabrics & Finished Garments including related & other services.	2020-21 to 2025-26	12 crores
Suditi Sports Apparel Ltd.	Subsidiary Company	Sale/ Purchase of Fabrics & Finished Garments including related & other services.	2020-21 to 2025-26	16 crores

“RESOLVED FURTHER THAT following points be noted and approved w.r.t aforesaid contract:

• (i) The contract is competitive, at arm’s length price, without conflict of interest and not less advantageous to as compared to similar contracts with other parties.

• (ii) The company has not made any default in repayment of any of its debts (including public deposits) or debentures or interest payable thereon and has filed its up to date Balance Sheets and Annual Returns with the Registrar of Companies.

• (iii) All factors relevant to the contract have been considered as mentioned above.

• (iv) There are no disproportionate advance payments made or received in respect of above transactions.

“RESOLVED FURTHER that the Board of Directors be and is hereby authorised to undertake all such acts, deeds, matters and things to finalise and execute all such deeds, documents and writings as may be deemed necessary, proper, desirable and expedient in its absolute discretion, to enable this resolution, and to settle any question, difficulty or doubt that may arise in this regard.”

“RESOLVED FURTHER that the Board of Directors be and is hereby authorised to delegate all or any of the powers conferred on it by or under this Resolution to any Committee of Directors of the Company or to any Director of the Company or any other officer(s) or employee(s) of the Company as it may consider appropriate in order to give effect to this Resolution.”

By Order of the Board of Directors For SUDITI INDUSTRIES LIMITED Place: Mumbai H.Gopalkrishnan Dated: 01/10/2021 Company Secretary

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SUDITI INDUSTRIES LTD

NOTES: 1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its Circular dated January 13, 2021 read with Circulars dated April 8, 2020, April 13, 2020 and read with the SEBI Circulars dated May 12, 2020 and January 15, 2021 (the SEBI Circulars), May 5, 2020 (collectively referred to as “MCA Circulars”) permitted holding of the Annual General Meeting (“AGM”) through VC / OAVM, without physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, this AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the Registered Office of the Company. 2. As this AGM is being held through VC / OAVM pursuant to the applicable MCA Circulars, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. Further, since the AGM is being held through VC/ OAVM, the route map of the venue of the Meeting is also not annexed to this Notice. 3. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every Member as part of their KYC. Members holding shares in electronic form are, accordingly, requested to submit their PAN to the Depository Participants with whom they maintain their Demat accounts. Members holding shares in physical form are requested to submit their PAN to the Company’s Registrar and Share Transfer Agent. 4. Institutional / Corporate Shareholders (i.e. other than individuals/ HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to shivharijalancs@gmail.com with a copy marked to helpdesk.evoting@cdslindia.com. 5. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or M/s. Link Intime India Pvt Ltd the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes. 6. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM. 7. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019 except in case of request received for transmission or	transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio Management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, M/s. Link Intime India Pvt Ltd for assistance in this regard. 8. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (“DPs”) in case the shares are held by them in electronic form “and” with M/s. Link Intime India Pvt Ltd in case the shares are held by them in physical form. 9. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participants in case the shares are held by them in electronic form and to the Company at contact us cs@suditi.in or the Company’s Registrar and Transfer Agent at rnt.helpdesk@linkintime.co.in in case the shares are held by them in physical form. Physical Holding Send a request to the Registrar and Transfer Agents of the Company, M/s. Link Intime India Pvt Ltd at rnt.helpdesk@linkintime.co.in providing Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Address Proof (self-attested scanned copy of Address proof, preferably Aadhaar card) for registering email address. Following additional details need to be provided in case of updating Bank Account Details: a) Name and Branch of the Bank in which you wish to receive the dividend, b) Bank Account type, c) Bank Account Number allotted by their banks after implementation of Core Banking Solutions, d) 9-digit MICR Code Number, e) 11-digit IFSC Code, and A scanned copy of the cancelled cheque bearingthe name of the first shareholder.	transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio Management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, M/s. Link Intime India Pvt Ltd for assistance in this regard. 8. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (“DPs”) in case the shares are held by them in electronic form “and” with M/s. Link Intime India Pvt Ltd in case the shares are held by them in physical form. 9. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participants in case the shares are held by them in electronic form and to the Company at contact us cs@suditi.in or the Company’s Registrar and Transfer Agent at rnt.helpdesk@linkintime.co.in in case the shares are held by them in physical form. Physical Holding Send a request to the Registrar and Transfer Agents of the Company, M/s. Link Intime India Pvt Ltd at rnt.helpdesk@linkintime.co.in providing Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Address Proof (self-attested scanned copy of Address proof, preferably Aadhaar card) for registering email address. Following additional details need to be provided in case of updating Bank Account Details: a) Name and Branch of the Bank in which you wish to receive the dividend, b) Bank Account type, c) Bank Account Number allotted by their banks after implementation of Core Banking Solutions, d) 9-digit MICR Code Number, e) 11-digit IFSC Code, and A scanned copy of the cancelled cheque bearingthe name of the first shareholder.	transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio Management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, M/s. Link Intime India Pvt Ltd for assistance in this regard. 8. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (“DPs”) in case the shares are held by them in electronic form “and” with M/s. Link Intime India Pvt Ltd in case the shares are held by them in physical form. 9. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participants in case the shares are held by them in electronic form and to the Company at contact us cs@suditi.in or the Company’s Registrar and Transfer Agent at rnt.helpdesk@linkintime.co.in in case the shares are held by them in physical form. Physical Holding Send a request to the Registrar and Transfer Agents of the Company, M/s. Link Intime India Pvt Ltd at rnt.helpdesk@linkintime.co.in providing Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Address Proof (self-attested scanned copy of Address proof, preferably Aadhaar card) for registering email address. Following additional details need to be provided in case of updating Bank Account Details: a) Name and Branch of the Bank in which you wish to receive the dividend, b) Bank Account type, c) Bank Account Number allotted by their banks after implementation of Core Banking Solutions, d) 9-digit MICR Code Number, e) 11-digit IFSC Code, and A scanned copy of the cancelled cheque bearingthe name of the first shareholder.
		Physical Holding	Send a request to the Registrar and Transfer Agents of the Company, M/s. Link Intime India Pvt Ltd at rnt.helpdesk@linkintime.co.in providing Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Address Proof (self-attested scanned copy of Address proof, preferably Aadhaar card) for registering email address. Following additional details need to be provided in case of updating Bank Account Details: a) Name and Branch of the Bank in which you wish to receive the dividend, b) Bank Account type, c) Bank Account Number allotted by their banks after implementation of Core Banking Solutions, d) 9-digit MICR Code Number, e) 11-digit IFSC Code, and A scanned copy of the cancelled cheque bearingthe name of the first shareholder.
	Demat Holding Shareholders holding shares in Demat mode are requested to reach out to their Depository Participant (DP) for updation/ registration of the aforementioned details.	Demat Holding	Shareholders holding shares in Demat mode are requested to reach out to their Depository Participant (DP) for updation/ registration of the aforementioned details.

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Thirtieth Annual Report 2020 - 2021

1. As per SEBI Directive, in case of failure to register the PAN and bank account details as aforesaid, any transaction in the securities of the Company shall be subject to enhanced due diligence by the Company/ RTA, as may be prescribed.

2. In compliance with the provisions of section 108 of the Act and the Rules framed thereunder, the Members are provided with the facility to cast their vote electronically, through the remote e-voting services provided by Central Depository Services Limited (CDSL), on all resolutions set forth in this Notice. The facility of electronic voting system shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through electronic voting system. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on 9[th] November, 2021 are entitled for remote e-voting on the Resolutions set forth in this Notice. Any person who is not a Member as on the cutoff date should treat this Notice for information purposes only.

3. The process and manner for e-voting and other details are also sent with Annual Report and forms part of the Notice.

4. All documents referred to in the Notice will be available for inspection in electronic mode from the date of circulation of this Notice up to the date of AGM, i.e. 16[th] November, 2021. Members seeking to inspect such documents can send an email to cs@suditi.in.

5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 (“Act”) and the Register of Contracts or Arrangements in which the directors are interested maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM.

6. The Register of Members and Share Transfer Books of the Company will remain closed from 10[th] November, 2021, to 16[th] November, 2021, (Both days inclusive) in terms of the provisions of Section 91 of the Companies Act, 2013 and the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. Members seeking any information with regard to the accounts or any matter to be placed at the AGM are requested to write to the Company on or before 9[th] November, 2021 through email on cs@suditi.in. The same will be replied by the Company suitably.

8. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website www.suditi.in, and websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and on the website of CDSL www.evotingindia.com.

9. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act.

10. Members are requested to:

11. a. Intimate to the Company’s Registrar and Share Transfer

Agent/Depository Participant, changes, if any, in their respective addresses along with Pin Code number at an early date. b. Quote folio numbers/DP ID – Client ID in all their correspondence. c. Consolidate holdings into one folio in case of multiplicity of folios with names in identical order. d. Update Bank details with the Registrar and Share Transfer Agent / Depository Participant to avail receipt of dividend if any by ECS/ NECS facility. 20. Non-Resident Shareholders are requested to inform the Company immediately about: a. The change in the Residential Status on return to India for permanent settlement; b. The particulars of NRE Bank Account maintained in India with complete name and address of the Bank, if not furnished earlier. 21. M/s. Shivhari Jalan & Associates, Practicing Company Secretaries has been appointed as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. 22. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice. Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting (In pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards) is given below:	Agent/Depository Participant, changes, if any, in their respective addresses along with Pin Code number at an early date. b. Quote folio numbers/DP ID – Client ID in all their correspondence. c. Consolidate holdings into one folio in case of multiplicity of folios with names in identical order. d. Update Bank details with the Registrar and Share Transfer Agent / Depository Participant to avail receipt of dividend if any by ECS/ NECS facility. 20. Non-Resident Shareholders are requested to inform the Company immediately about: a. The change in the Residential Status on return to India for permanent settlement; b. The particulars of NRE Bank Account maintained in India with complete name and address of the Bank, if not furnished earlier. 21. M/s. Shivhari Jalan & Associates, Practicing Company Secretaries has been appointed as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. 22. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice. Details of Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting (In pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable Secretarial Standards) is given below:
Name of Director	Shri. Pawan Agarwal
DIN	00808731
Date of Birth	19.02.1965
Age	About 56years
Date of Appointment	12.09.1991
Expertise in specific Functional areas	Shri Pawan Agarwal has more than three decades of experience in the finance, marketing & other related matters particularly with reference to manufacture and export ofgarments.
Qualifications	Agraduate in Commerce
Directorships held in other companies (Excluding Foreign Companies)	R. Piyarellal Pvt. Ltd. Lehar Investrade Pvt. Ltd. Intime Knits Pvt. Ltd. Black Gold Leasing Pvt. Ltd. Suditi Sports Apparel Limited Suditi Design Studio Limited SAA & Suditi Retail Pvt. Ltd.
No. of Shares held in the company	11279991
Relationship between director inter-se	Shri Pawan Agarwal is not related to any director of the company.
Other Details	Shri Pawan Agarwal has widely travelled and attended various forums, exhibitions etc. in respect of promotion of export of garments from his group companies.

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SUDITI INDUSTRIES LTD

EXPLANATORY STATEMENT

The following Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (“Act”), and also the revised Listing regulations sets out all material facts relating to the business mentioned at Item Nos.3 to 7 in the accompanying Notice dated 1[st] October, 2021:

Item No.3:

The Auditors were appointed for a term of 5 years beginning from the financial year 2017-18 to hold office up to thirty first AGM to be held in the year 2022. The Auditors firm is a reputed professional organization with experienced partners having wide special areas of work like assurance & Audit services, Taxation, Due diligence, Valuation, Corporate Advisory services including amalgamations & mergers, restructuring of businesses. The Firm is incorporated in 1977, and having an experience of more than 30 years with branches located at important cities like Delhi, Chennai, and Mumbai etc. with Head Office located at Kolkata. The Firm is empanelled with RBI, SEBI, IRDAI and NHB. The board found their credentials appropriate for the company considering the requirement, size and structure of the company. The Audit committee after review had recommended which was accepted by the board duly approved by the shareholders in their meeting held in the year 2017.

The remuneration of the Auditors was already approved by the Board for the year 2021-22 which consists of the following:Audit Fees : 4.25 Lakhs Tax Audit and tax related matters : 1.25 Lakhs Certification and quarterly reviews : 2.90 Lakhs (The above remuneration/fees do not include GST and other applicable Taxes).

Since the company’s volume of the work is increasing and it is possible to estimate the same only by the year end the board needs some additional authority to revise the fees payable to the Auditors as per the requirement of the volume and nature of services that will be rendered from time to time. Hence as per the revised listing regulations, the details of the remuneration are stated with specific authority to revise the same at the appropriate time as per the recommendation of the Audit Committee.

The Auditors and his relatives as well as his group partners and his associate entities are interested in the said resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested, in the resolution set out at Item No.3 of the Notice.

The Board recommends the resolution as ordinary resolution as set out at Item No.3 of the Notice for approval by the shareholders.

The members may please note that as per the listing regulations, the Auditors and his relatives as well as his group partners and his associate entities holds any equity shares in the company as defined there under will need to abstain from voting on the resolution under Item No.3.

Item No.4:

The Company intends to change its Registered Office from Mumbai to Navi Mumbai the shifting of register office to the Navi Mumbai ofice will enable the company to centralise all its office activity in one premises. As the shifting of Registered Office is outside the local limits, approval of the shareholders is required to be obtained. The Board of Directors in their meeting held on 1[st] October, 2021 approved the shifting of Registered Office from “Shah & Nahar Ind Estate A-2unit No 23/24, Dhanraj Mills Compound, LowerParel, Mumbai, Maharashtra 400013 India.” TO “C-253/ 254, MIDC, TTC INDL. Area, Pawne Village, Turbhe, Navi Mumbai – 400 705” . Hence Directors propose the resolution for the approval of the shareholders.

None of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested in this resolution.

Item No.5 & 6:

The Authorized Share capital of the Company presently Rs. 25,00,00,000 ( Rupees Twenty Five Crore) comprising of 2,50,00,000( Two Crore Fifty Lakh) equity share of Rs. 10/-(Rupees Ten) each and it is desirable to increase the Authorized capital of the Company from Rs. 25,00,00,000 ( Rupees Twenty Five Crore) comprising of 2,50,00,000( Two Crore Fifty Lakh) equity share of

Rs. 10/-(Rupees Ten)ToRs. 30,00,00,000 ( Rupees Thirty Crore) comprising of 300,00,000 (Three Crore) equity share of Rs. 10/- (Rupees Ten) each and consequential alteration in the capital clause of Memorandum of Association of the Company. The proposed increase in the Authorized Share capital requires the approval of members in the General Meeting. The Board of Director recommends that the item no.5 and 6 be passed as Ordinary and Special Resolution respectively. None of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested in this resolution. Item No.7: The company has undertaken transaction with related parties as stated in the details provided below on "Arms Length" basis not detrimental to the interest of the company. The transaction executed so far are within the limits of the special resolution passed in the Extra Ordinary General Meeting held on 06/03/2018 by the shareholders. However since the subsidiary companies and associate company have recorded significant growth in their business, the existing threshold limits with related parties needs a further revision as the company would be undertaking supply of fabrics and finished garments or such other Job work services and vise versa at market rates or on "Arms Length" basis with these companies. Under section 188 of the Companies Act, 2013 (the Act), and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 sanction of the shareholders is required for enabling the Board of Directors to undertake related party transactions beyond a particular limit. Even though the transactions entered by the company are within the threshold limit of 10% of Annual gross turnover till date and the terms are at "Arms Length" basis, the company as a matter of abundant precaution seeks the approval of the members by way of special resolution granting permission to the Board to carry out the transactions beyond the threshold limit of 10% including those undertaken by the company so far. The company now proposes to obtain the approval of the members for ratifying as also for giving approval to the Board of Directors or its duly constituted committee.	Rs. 10/-(Rupees Ten)ToRs. 30,00,00,000 ( Rupees Thirty Crore) comprising of 300,00,000 (Three Crore) equity share of Rs. 10/- (Rupees Ten) each and consequential alteration in the capital clause of Memorandum of Association of the Company. The proposed increase in the Authorized Share capital requires the approval of members in the General Meeting. The Board of Director recommends that the item no.5 and 6 be passed as Ordinary and Special Resolution respectively. None of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested in this resolution. Item No.7: The company has undertaken transaction with related parties as stated in the details provided below on "Arms Length" basis not detrimental to the interest of the company. The transaction executed so far are within the limits of the special resolution passed in the Extra Ordinary General Meeting held on 06/03/2018 by the shareholders. However since the subsidiary companies and associate company have recorded significant growth in their business, the existing threshold limits with related parties needs a further revision as the company would be undertaking supply of fabrics and finished garments or such other Job work services and vise versa at market rates or on "Arms Length" basis with these companies. Under section 188 of the Companies Act, 2013 (the Act), and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 sanction of the shareholders is required for enabling the Board of Directors to undertake related party transactions beyond a particular limit. Even though the transactions entered by the company are within the threshold limit of 10% of Annual gross turnover till date and the terms are at "Arms Length" basis, the company as a matter of abundant precaution seeks the approval of the members by way of special resolution granting permission to the Board to carry out the transactions beyond the threshold limit of 10% including those undertaken by the company so far. The company now proposes to obtain the approval of the members for ratifying as also for giving approval to the Board of Directors or its duly constituted committee.	Rs. 10/-(Rupees Ten)ToRs. 30,00,00,000 ( Rupees Thirty Crore) comprising of 300,00,000 (Three Crore) equity share of Rs. 10/- (Rupees Ten) each and consequential alteration in the capital clause of Memorandum of Association of the Company. The proposed increase in the Authorized Share capital requires the approval of members in the General Meeting. The Board of Director recommends that the item no.5 and 6 be passed as Ordinary and Special Resolution respectively. None of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested in this resolution. Item No.7: The company has undertaken transaction with related parties as stated in the details provided below on "Arms Length" basis not detrimental to the interest of the company. The transaction executed so far are within the limits of the special resolution passed in the Extra Ordinary General Meeting held on 06/03/2018 by the shareholders. However since the subsidiary companies and associate company have recorded significant growth in their business, the existing threshold limits with related parties needs a further revision as the company would be undertaking supply of fabrics and finished garments or such other Job work services and vise versa at market rates or on "Arms Length" basis with these companies. Under section 188 of the Companies Act, 2013 (the Act), and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 sanction of the shareholders is required for enabling the Board of Directors to undertake related party transactions beyond a particular limit. Even though the transactions entered by the company are within the threshold limit of 10% of Annual gross turnover till date and the terms are at "Arms Length" basis, the company as a matter of abundant precaution seeks the approval of the members by way of special resolution granting permission to the Board to carry out the transactions beyond the threshold limit of 10% including those undertaken by the company so far. The company now proposes to obtain the approval of the members for ratifying as also for giving approval to the Board of Directors or its duly constituted committee.	Rs. 10/-(Rupees Ten)ToRs. 30,00,00,000 ( Rupees Thirty Crore) comprising of 300,00,000 (Three Crore) equity share of Rs. 10/- (Rupees Ten) each and consequential alteration in the capital clause of Memorandum of Association of the Company. The proposed increase in the Authorized Share capital requires the approval of members in the General Meeting. The Board of Director recommends that the item no.5 and 6 be passed as Ordinary and Special Resolution respectively. None of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested in this resolution. Item No.7: The company has undertaken transaction with related parties as stated in the details provided below on "Arms Length" basis not detrimental to the interest of the company. The transaction executed so far are within the limits of the special resolution passed in the Extra Ordinary General Meeting held on 06/03/2018 by the shareholders. However since the subsidiary companies and associate company have recorded significant growth in their business, the existing threshold limits with related parties needs a further revision as the company would be undertaking supply of fabrics and finished garments or such other Job work services and vise versa at market rates or on "Arms Length" basis with these companies. Under section 188 of the Companies Act, 2013 (the Act), and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 sanction of the shareholders is required for enabling the Board of Directors to undertake related party transactions beyond a particular limit. Even though the transactions entered by the company are within the threshold limit of 10% of Annual gross turnover till date and the terms are at "Arms Length" basis, the company as a matter of abundant precaution seeks the approval of the members by way of special resolution granting permission to the Board to carry out the transactions beyond the threshold limit of 10% including those undertaken by the company so far. The company now proposes to obtain the approval of the members for ratifying as also for giving approval to the Board of Directors or its duly constituted committee.	Rs. 10/-(Rupees Ten)ToRs. 30,00,00,000 ( Rupees Thirty Crore) comprising of 300,00,000 (Three Crore) equity share of Rs. 10/- (Rupees Ten) each and consequential alteration in the capital clause of Memorandum of Association of the Company. The proposed increase in the Authorized Share capital requires the approval of members in the General Meeting. The Board of Director recommends that the item no.5 and 6 be passed as Ordinary and Special Resolution respectively. None of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested in this resolution. Item No.7: The company has undertaken transaction with related parties as stated in the details provided below on "Arms Length" basis not detrimental to the interest of the company. The transaction executed so far are within the limits of the special resolution passed in the Extra Ordinary General Meeting held on 06/03/2018 by the shareholders. However since the subsidiary companies and associate company have recorded significant growth in their business, the existing threshold limits with related parties needs a further revision as the company would be undertaking supply of fabrics and finished garments or such other Job work services and vise versa at market rates or on "Arms Length" basis with these companies. Under section 188 of the Companies Act, 2013 (the Act), and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 sanction of the shareholders is required for enabling the Board of Directors to undertake related party transactions beyond a particular limit. Even though the transactions entered by the company are within the threshold limit of 10% of Annual gross turnover till date and the terms are at "Arms Length" basis, the company as a matter of abundant precaution seeks the approval of the members by way of special resolution granting permission to the Board to carry out the transactions beyond the threshold limit of 10% including those undertaken by the company so far. The company now proposes to obtain the approval of the members for ratifying as also for giving approval to the Board of Directors or its duly constituted committee.	Rs. 10/-(Rupees Ten)ToRs. 30,00,00,000 ( Rupees Thirty Crore) comprising of 300,00,000 (Three Crore) equity share of Rs. 10/- (Rupees Ten) each and consequential alteration in the capital clause of Memorandum of Association of the Company. The proposed increase in the Authorized Share capital requires the approval of members in the General Meeting. The Board of Director recommends that the item no.5 and 6 be passed as Ordinary and Special Resolution respectively. None of the Directors and Key Managerial Personnel of the Company or their relatives is directly or indirectly concerned or interested in this resolution. Item No.7: The company has undertaken transaction with related parties as stated in the details provided below on "Arms Length" basis not detrimental to the interest of the company. The transaction executed so far are within the limits of the special resolution passed in the Extra Ordinary General Meeting held on 06/03/2018 by the shareholders. However since the subsidiary companies and associate company have recorded significant growth in their business, the existing threshold limits with related parties needs a further revision as the company would be undertaking supply of fabrics and finished garments or such other Job work services and vise versa at market rates or on "Arms Length" basis with these companies. Under section 188 of the Companies Act, 2013 (the Act), and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 sanction of the shareholders is required for enabling the Board of Directors to undertake related party transactions beyond a particular limit. Even though the transactions entered by the company are within the threshold limit of 10% of Annual gross turnover till date and the terms are at "Arms Length" basis, the company as a matter of abundant precaution seeks the approval of the members by way of special resolution granting permission to the Board to carry out the transactions beyond the threshold limit of 10% including those undertaken by the company so far. The company now proposes to obtain the approval of the members for ratifying as also for giving approval to the Board of Directors or its duly constituted committee.
Sl. No	Name of the Related Party	Nature of Relationship	Nature of transaction	Value of transaction executed from April 2020 to March 2021	Applicability Period sought in the Resolution
1	Black Gold Leasing Pvt. Ltd.	Company in which Directors are Interested	Sale/ Purchase of Fabrics & Finished Garments including avail/ render related services as well as office & estate management services.	Sale of Goods Rs.47.75 lacs Purchase of Goods Rs. 29.28 lacs	2020-21 to 2025-26
2	Suditi Sports Apparel Ltd.	Subsidiary Company	Sale/ Purchase of Fabrics & Finished Garments including related & other services.	Sale of Goods Rs.91.76 lacs Purchase of Goods Rs.7.38 lacs	2020-21 to 2025-26

Shri. Pawan Agarwal and his relatives as well as promoter group of shareholders is interested in the said resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives, other than Shri. Pawan Agarwal (being the appointee) and his promoter group of shareholders, is in any way, concerned or interested, in the resolution set out at Item No.7 of the Notice. The Board recommends the resolution as special resolution as set out at Item No. 7 of the Notice for approval by the shareholders. The members may please note that as per the listing agreement, the related parties as defined thereunder will need to abstain from voting on the resolution under Item no. 7.

By Order of the Board of Directors For SUDITI INDUSTRIES LIMITED

Place: Mumbai H.Gopalkrishnan Dated: 01/10/2021 Company Secretary Registered Office: A-2, Shah Nahar Estate, Unit No.23/26, Lower Parel, Mumbai - 400 013.

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Thirtieth Annual Report 2020 - 2021

CDSL e-Voting System – For Remote e-voting and e-voting during AGM_ 1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/ OAVM. 2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL. 3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis. 4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013. 5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting. 6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.s uditi.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM i.e. www.evotingindia.com. 7. The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020. 8. In continuation of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13,2021. THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER: (i) The voting period begins on 13thNovember, 2021 (9.00 a.m.(IST)) and ends on 15thNovember, 2021 (5.00 p.m.(IST)). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 9thNovember, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue. (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.	Currently, there are multiple e-voting service providers (ESPs) providing e- voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process. (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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. Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below: Type of shareholders Login Method	Currently, there are multiple e-voting service providers (ESPs) providing e- voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process. (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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. Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below: Type of shareholders Login Method	Currently, there are multiple e-voting service providers (ESPs) providing e- voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process. (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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. Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below: Type of shareholders Login Method
		**Type of shareholders **	Login Method
		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 URL for users to login to Easi / Easiest are https:// web.cdslindia.com/myeasi/home/ login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 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 CDSL e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/ KARVY/LINKINTIME, 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 https:// web.cdslindia.com/myeasi/ Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account.

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SUDITI INDUSTRIES LTD

	After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.		Individual Shareholders You can also login using the login (holding securities in demat credentials of your demat account mode) login through their through your Depository Depository Participants Participant registered with NSDL/ CDSL for e-Voting facility. After Successful 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 or joining virtual meeting & voting during the meeting. 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. CDSL and NSDL Login type Helpdesk details	Individual Shareholders (holding securities in demat mode) login through their Depository Participants	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. After Successful 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 or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in demat mode with NSDL	1) 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 or joining virtual meeting & voting during the meeting. 2) 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 “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 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 or joining virtual meeting & voting during the meeting
				Login type	Helpdesk details
				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.com or contact at 022- 23058738 and 22-23058542-43.
			Individual Members facing any technical issue in login can Shareholders contact NSDL helpdesk by sending a request at holding evoting@nsdl.co.in or call at toll free no.: securities in 1800 1020 990 and 1800 22 44 30 Demat mode with NSDL (v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders. 1) The shareholders should log on to the e-voting website www.evotingindia.com. 2) Click on “Shareholders” module. 3) Now enter your User ID a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. 4) Next enter the Image Verification as displayed and Click on Login. 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. 6) If you are a first-time user follow the steps given below: For Shareholders holding shares in Demat Form other than individual and Physical Form	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

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Thirtieth Annual Report 2020 - 2021

PAN	Enter your 10 digit alpha-numeric *PAN issued	(xv)	If a demat account holder has forgotten the login password	If a demat account holder has forgotten the login password	If a demat account holder has forgotten the login password	If a demat account holder has forgotten the login password
	by Income Tax Department (Applicable for both		then Enter the User ID and the image verification code and
	demat shareholders as well as physical		click on Forgot Password & enter the details as prompted by
	shareholders)		the system.
	• Shareholders who have not updated their	(xvi)	Facility for Non – Individual Shareholders and
	PAN with the Company/Depository		Custodians –Remote Voting
	Participant are requested to use the		•	Non-Individual shareholders (i.e. other than Individuals,
	sequence number sent by Company/RTA			HUF, NRI etc.) and Custodians are required to log on to
	or contact Company/RTA.			www.evotingindia.com	and register themselves in the
Dividend Bank Enter the Dividend Bank Details or Date of Birth				“Corporates” module.
Details OR (in dd/mm/yyyy format) as recorded in your			•	A scanned copy of the Registration Form bearing the
Date of Birth demat account or in the company records in				stamp and sign of the entity should be emailed to
(DOB) order to login.				helpdesk.evoting@cdslindia.com.
	• If both the details are not recorded with the		•	After receiving the login details		a Compliance User
	depository or company, please enter the			should be created using the admin login and password.
	member id / folio number in the Dividend			The Compliance User would be able to link the
	Bank details field as mentioned in instruction			account(s) for which they wish to vote on.
	(v).		•	The list of accounts linked in the login should be mailed
(vi)	After entering these details appropriately, click on “SUBMIT”			to helpdesk.evoting@cdslindia.com and on approval
	tab.			of the accounts they would be able to cast their vote.
(vii)	Shareholders holding shares in physical form will then directly		•	A scanned copy of the	Board Resolution and Power of
	reach the Company selection screen. However, shareholders			Attorney (POA) which	they have issued in favour of
	holding shares in demat form will now reach ‘Password			the Custodian, if any, should be uploaded in PDF format
	Creation’ menu wherein they are required to mandatorily			in the system for the scrutinizer		to verify the same.
	enter their login password in the new password field. Kindly		•	Alternatively Non Individual shareholders are required
	note that this password is to be also used by the demat			to send the relevant Board Resolution/ Authority letter
	holders for voting for resolutions of any other company on			etc. together with attested specimen signature of the
	which they are eligible to vote, provided that company opts			duly authorized signatory who are		authorized to vote, to
	for e-voting through CDSL platform. It is strongly			the Scrutinizer and to the Company at the email address
	recommended not to share your password with any other			viz; cs@suditi.in (designated		email address by
	person and take utmost care to keep your password			company), if they have voted from individual tab & not
	confidential.			uploaded same in the	CDSL e-voting system for the
(viii)	For shareholders holding shares in physical form, the details			scrutinizer to verify the same.
	can be used only for e-voting on the resolutions contained in	INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM
	this Notice.	THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS
(ix)	Click on the EVSN for the relevant on	UNDER:
	which you choose to vote.	1.	The procedure for attending meeting & e-Voting on the day of
(x)	On the voting page, you will see “RESOLUTION		the AGM is same as the instructions mentioned above for
	DESCRIPTION” and against the same the option “YES/NO”		Remote e-voting.
	for voting. Select the option YES or NO as desired. The	2.	The link for VC/OAVM to attend meeting will be available
	option YES implies that you assent to the Resolution and		where the EVSN of Company will			be displayed after
	option NO implies that you dissent to the Resolution.		successful login as per the instructions			mentioned above for
(xi)	Click on the “RESOLUTIONS FILE LINK” if you wish to view		Remote e-voting.
	the entire Resolution details.	3.	Shareholders who have voted through Remote e-Voting will
(xii)	After selecting the resolution, you have decided to vote on,		be eligible to attend the meeting. However, they will not be
	click on “SUBMIT”. A confirmation box will be displayed. If		eligible to vote at the AGM.
	you wish to confirm your vote, click on “OK”, else to change	4.	Shareholders are encouraged to join the Meeting through
	your vote, click on “CANCEL” and accordingly modify your		Laptops / IPads for better experience.
	vote.
		5.	Further shareholders will be required to allow Camera and use
(xiii)	Once you “CONFIRM” your vote on the resolution, you will		Internet with a good speed to avoid any disturbance during
	not be allowed to modify your vote.		the meeting.
(xiv)	You can also take a print of the votes cast by clicking on	6.	Please note that Participants		Connecting from Mobile Devices
	“Click here to print” option on the Voting page.		or Tablets or through Laptop connecting via Mobile Hotspot

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