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Sumeet Industries Ltd — AGM Information 2021
Aug 5, 2021
60748_rns_2021-08-05_c43320db-008b-46fd-865c-f8ebaafd8fdc.pdf
AGM Information
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CIN : L45200GJ1988PLC011049
REGD. OFF. : 504, TRIVIDH CHAMBER, 5TH FLOOR, OPP. FIRE BRIGADE STATION, RING ROAD, SURAT - 395 002, INDIA. Phone : (91-261) 2328902 Fax : (91 261) 2334189 E-mail : [email protected] Visit us at : www.sumeetindustries.com
Date : 05/08/2021
To, BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalai Street, FORT, Mumbai - 400 001 Scrip Code - 514211
To, National Stock Exchange of India Ltd Exchange Plaza, Bandra Kuria Complex, Bandra (E), Mumbai : 400 051 Symbol - SUMEETINDS
Sub. : Intimation regarding Book Closure, E-Voting and date of Annual General Meeting (AGM)
Dear Sir,
This is to inform that 33rd Annual General Meeting (AGM) of the company will be held on Tuesday, 14th day of September 2021 at 3:30 pm through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). Notice of 33rd Annual General Meeting is enclosed herewith.
We hereby inform you that the Register of Members and Share Transfer Book of the company will remain closed from Wednesday, 8th September 2021 to Tuesday, 14th September 2021 (both days inclusive) for the purpose of 33rd Annual General Meeting of the company.
Further, we pleased to inform you that company is offering e-voting facility to the shareholders which would enable them to cast their vote electronically. This facility is being provided through CDSL e-voting platform. Please note that the e-voting period starts from Saturday, 11th September 2021 at 9:00 a.m. 1ST and ends on Monday, 13th September 2021 at 5:00 p.m. 1ST. Further, Shareholders who has not voted during e-voting periods can vote on the date of AGM during the AGM process on the CDSL portal.
Further, we inform you that, Tuesday, 7th September 2021 is the cut-off date for the purpose of offering e-Voting facility to our members in respect of the businesses to be transacted at the 33rd Annual General Meeting.
In compliance with the applicable provisions and Circulars, the Notice of the 33rd AGM along with the Annual Report 2020-21 including therein the Audited Financial Statements for the financial year ended 31st March, 2021 together with the Reports of the Board of Directors and Auditors thereon will be sent only through electronic mode to those Members whose e-mail addresses are registered with the Registrar & Share Transfer Agents/Depositories.
This is for your information and record please.
For Sumeet Industries Limited
Anil Ku ar Jain Company Secretary

NOTICE
NOTICE is hereby given that the 33rd Annual General Meeting (AGM) of the members of SUMEET INDUSTRIES LIMITED will be held on Tuesday, 14th day of September, 2021 at 03:30 PM through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following business:
ORDINARY BUSINESS:
-
- To receive, consider and adopt;
- i) the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2021 together with the reports of Board of Directors and the Auditors thereon.
- ii) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2021 together with the report of the Auditors thereon.
-
- To appoint a Director in place of Mr. Shankarlal Somani (DIN:00165238), who retires by rotation and being eligible, offer himself for re-appointment.
SPECIAL BUSINESS
3. RATIFICATION OF APPOINTMENT OF COST AUDITOR
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration of Rs.40,000/- (Rupees Forty Thousand only) be paid to M/s. V.M. PATEL & ASSOCIATES, (Firm Registration No. 101519 ), the Cost Auditors, appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2022, be and is hereby ratified."
"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
4. RE-APPOINTMENT OF MS. ZEEL SURESHKUMAR MODI (DIN:08290608) AS AN INDEPENDENT DIRECTOR
To consider, and if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), and Regulation 16 (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time Ms. Zeel Sureshkumar Modi (DIN:08290608), who was appointed as a Director of the Company in the category of Non- Executive, Independent Director at the 31st I General
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Mimed INDUSTRIES LIMITED
meeting of the company and who holds office up to 29th November, 2021 proposing her candidature for the office of Director and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member signifying his intention to propose his candidature for the continuation of office of Director, be and is hereby re-appointed as a Non-Executive, Independent Director of the Company to hold office for a term upto 5 (Five) consecutive years with effect from 30th November, 2021 to 29th November, 2026 and whose office shall not be liable to retire by rotation."
"RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers to any committee of directors with power to further delegate to any other Officer(s) or Authorised Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
5. APPOINTMENT OF MR. SAURAV SANTOSH DUGAR (DIN:08937448) AS AN INDEPENDENT DIRECTOR
To consider, and if thought fit, to pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Sections 149,152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulations 16, 25 & 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mr. Saurav Santosh Dugar (DIN:08937448) who was appointed as an Additional Director in the category of Non-Executive, Independent Director' with effect from October 28, 2020 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting proposing her candidature for the office of Director and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member signifying his intention to propose his candidature for the continuation of office of the Director, be and is hereby appointed as a Non-Executive, Independent Director of the Company for a period upto 5 (Five) consecutive years upto October 27, 2025 and whose office shall not be liable to retire by rotation."
"RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers to any committee of directors with power to further delegate to any other Officer(s) or Authorised Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."
Registered Office: 504, Trividh Chambers Opp. Fire Station, Ring Road, Surat-395 002
Date: 4th August, 2021
By.order of the Board of Directors Shankarlal Somani Place: Surat Chairman
NOTES:
-
- In view of the prevailing COVID-19 pandemic, the Ministry of Corporate Affairs (the "MCA") vide its General Circular Nos. 14/2020, No. 17/2020, No. 20/2020, No. 22/2020, No. 33/2020, No. 39/2020 and No. 02/2021 dated 8th April, 2020, 13th April, 2020, 5th May, 2020, 15th June, 2020, 28th September, 2020, 31st December, 2020 and 13th January, 2021 respectively (hereinafter, collectively referred as the "MCA Circulars") read with SEBI Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 12th May, 2020 and 15th January, 2021, has allowed companies to conduct their Annual General Meetings through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM"), thereby, dispensing with the requirement of physical attendance of the Members at their AGM and accordingly, the 33rd Annual General Meeting (the "AGM") of Sumeet Industries Limited (the "Company") will be held through VC or OAVM on 14th day of September, 2021 at 03:30 PM (1ST) in compliance with the said circulars and the relevant provisions of the Companies Act, 2013 (as amended) (the "Act") and Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the "SEBI LODR"). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
-
- In terms of SEBI Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/ P/2021/11 dated 12th May, 2020 and 15th January, 2021 respectively, the requirement of sending proxy forms to holders of securities as per provisions of Section 105 of the Act read with Regulation 44(4) of SEBI LODR, has been dispensed with. Therefore, the facility to appoint proxy by the Members will not be available and consequently, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice conveying the 33rd AGM of the Company.
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- The attendance of the members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
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- The relative explanatory statement pursuant to Section 102 of the Companies Act, 2013, relating to the Special Business to be transacted at the meeting is annexed.
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- Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC/OAVM. Corporate members intending to authorise their representatives to participate and vote at the AGM are requested to send a duly certified copy of the board resolution authorizing their representatives to attend and vote on their behalf at the AGM.
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- The Members can join AGM in the VC/OAVM mode 15 (Fifteen) minutes before 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 at least 1000 members on first come first served basis.
-
- Members desirous of seeking information in respect of Accounts of the Company are requested to send their queries to [email protected] or before 11th September, 2021.

-
- Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and Secretarial Standards on General Meeting ('SS-2'), the required details of the Director proposed to be re-appointed and the terms. of proposed remuneration of the Directors are given in the Annexure forming part of the Notice. Members seeking to inspect such documents can send an email to [email protected].
-
- The Register of Directors and Key Managerial Personnel of the Company and their shareholding maintained under Section 170 of the Act, the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act and all other documents referred to in the Notice will be available for inspection in the electronic mode upto the date of AGM of the Company. Members seeking to inspect such documents can send the e-mail to [email protected].
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- The Register of Members of the Company will remain closed from Wednesday, 8th September 2021 to Tuesday, 14th September 2021 (both days inclusive).
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- In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations, and the MCA Circulars, the Company is providing facility of remote e-voting to its Members through Central Depository Services (India) Limited ("CDSL") in respect of the business to be transacted at AGM. The facility of casting votes by a member using remote e-voting as well as e-voting system on the date of the AGM will be provided by CDSL. Members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 7th September 2021, may cast their vote either by remote e-voting as well as e-voting system as on date of AGM. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.
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- The information with respect to voting process and other instructions regarding e-voting are detailed in Note no. 24.
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- The Notice of 33rd AGM and the Annual Report of the Company for the year ended 31st March, 2021 is uploaded on the Company's website www.sumeetindustries.comand may be accessed by the members and will also be available on the website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of CDSL. Copies of the above documents are being sent by electronic mode to the members whose email addresses are registered with the Company/Depository Participant for communication purposes unless any member has requested for a hard copy of the same.
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- The Company has appointed Mr. Dhiren R. Dave, Practicing Company Secretary (Membership No. FCS 4889) as the Scrutinizer to scrutinize the voting during the meeting and remote e-voting process, in a fair and transparent manner.
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- The resolution shall be deemed to be passed on the date of AGM, subject to the receipt of sufficient votes.

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- Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. The Members, whose unclaimed dividends/ shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in Form No. IEPF-5 available on www.iepf.gov.in. The Company has uploaded the information in respect of the unclaimed dividends/Shares as on the date of the 33rd AGM held on 14th September, 2021 on its website www.sumeetindustries.comand also on the website of the Investor Education and Protection Fund www.iepf.gov.in.
-
- In the year 2018-19, the Company has transferred 1296302 equity shares to the demat account of IEPF Authority.
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- SEBI vide its circular dated 20th April 2018, directed all the listed companies to record the Income Tax PAN and Bank account details of all their shareholders holding shares in physical form. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participant with whom they are maintaining their demat accounts and members holding shares in physical form to the Company / RTA.
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- Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may file nomination in the prescribed Form SH-13 and for cancellation / variation in nomination in the prescribed Form SH-14 with the Company's RTA.
In respect of shares held in demat form; the nomination form may be filed with the respective Depository Participant.
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- As required in terms of Secretarial Standard-2 and Listing Regulations, the information (including profile and expertise in specific functional areas) pertaining to Director recommended for reappointment in the AGM has been provided in the "Explanatory Statement" of the Notice. The Director has furnished the requisite consent / declarations for his re-appointment has required under the Companies Act, 2013 and the Rules thereunder.
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- With a view to conserve natural resources, we request Members to update and register their email addresses and Mobile No. with their Depository Participants (DPs) or with the Company, as the case may be, to enable the Company to send communications including Annual Report, Notices, Circulars, etc. electronically. Members holding shares in Physical mode may register their email id by providing necessary details like Folio No., Name of Member(s) and self attested scanned copy of PAN card or Aadhar Card by email to [email protected] or by clicking the link: https://www.bigshareonline.com/Forl nvestor.aspx.
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- Members holding shares in Physical mode have to update in Bank Account Details by clicking the link: https://www.bigshareonline.com/ForInvestoraspx.
- a. Name and Branch of the Bank in which you wish to receive the dividend
- b. Type of Bank Account
- 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
- f. Scanned copy of the cancelled cheque bearing the name of the first shareholder. '\ t;

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- The helpline number regarding any query/assistance for participation in the AGM through VC/OAVM are 022-23058738 / 022-23058542 / 022-23058543.
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- Voting process and instruction regarding remote e-voting:
-
- 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.
-
- 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.
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- 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.
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- 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.
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- 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/EGM. 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.
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- In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGMs has been uploaded on the website of the Company at www.sumeetindustries.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.comrespectively. 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.

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- 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.
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- 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 Saturday, 11th September, 2021 at 9:00 a.m. 1ST and ends on Monday, 13th September, 2021 at 5:00 p.m. 1ST. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 7th September, 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 above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

| Type of | Login Method |
|---|---|
| shareholders | |
| 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 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 of system all e-Voting Service Providers i.e. CDSUNSDUKARVY/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/Reg istration/Easi Registration |
|
| 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link on available www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
|
| I ndividual 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.comeither 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 Select "Register Online for IDeAS available at https://eservices.nsdl.com. "Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReq.isp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evotino.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 |
|
|---|---|
| Individual Shareholders (holding in securities 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 NSDUCDSL 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 | Members facing any technical issue in login can contact | |
| securities in Demat mode with CDSL | CDSL helpdesk by sending a request at | |
| helpdesk.evoting(cdslindia.comor contact at 022- | ||
| 23058738 and 022-23058542-43. | ||
| Individual Shareholders holding | Members facing any technical issue in login can contact | |
| securities in Demat mode with NSDL | NSDL helpdesk by sending a request at |
|
| [email protected] call at toll free no.: 1800 1020 990 | ||
| and 1800 22 44 30 |
(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)
| For Shareholders holding shares in Demat Form other than individual and Physical Form |
|||
|---|---|---|---|
| PAN | Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) |
||
| • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. |
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| Dividend | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as | ||
| Bank | recorded in your demat account or in the company records in order to login. | ||
| Details | • If both the details are not recorded with the depository or company, please |
||
| OR Date |
enter the member id / folio number in the Dividend Bank details field as | ||
| of Birth |
mentioned in instruction (v). | ||
| (DOB) | |||
- (vi) After entering these details appropriately, click on "SUBMIT" tab.
- (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
- (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
- (ix) Click on the EVSN for the relevant on which you choose to vote.
- (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
- (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
- (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
- (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
- (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi) Facility for Non-Individual Shareholders and Custodians —Remote Voting
- Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.comand register themselves in the "Corporates" module.
- A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helDdesk.evotinqcdslindia.com.
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
- The list of accounts linked in the login should be mailed to [email protected] on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM/EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:
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- The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for Remote e-voting.
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- The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
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- Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
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- Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
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- Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
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- Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience AudioNideo loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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- Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile- mber at ,\ [email protected]. The shareholders who do not wish to speak rpg GM
but have queries may send their queries in advance 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
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- Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
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- Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
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- If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.
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- For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
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- For Demat shareholders- Please update your email id & mobile no. with your respective Depository Participant (DP).
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- For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] contact at 022-23058738 and 022- 23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] call on 022-23058542/43.

Details of Directors seeking re-appointment / appointment at the ensuing Annual General Meeting
[Pursuant to Regulation 36(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 & Secretarial Standard 2]
| Name of Director | Ms. Zeel Sureshkumar Modi | Mr. Saurav Santosh Dugar |
|---|---|---|
| Date of Birth | 03/06/1994 | 20/06/1992 |
| Date of First Appointment | 30/11/2018 | 28/10/2020 |
| Expertise in specific functional areas | Enviro and Project Engineering | Statutory & Tax-audit, Internal- of large audit & medium scale Companies, Bank Audits, Direct Taxation, Indirect Taxation & Company Law matters. |
| Qualifications | B.Tech in Environmental Engineering |
Practicing Chartered Accountant, Completed Certificate Course on Forensic Accounting and Fraud Detection from ICAI. |
| Shareholding in the Company as on 4th August, 2021 |
Nil | Nil |
| List of in other companies which Directorship held |
Nil | Nil |
| List of other entities in which the person also hold membership of committee of the Board |
Nil | Nil |
| Relationships between Directors inter-se | Nil | Nil |

EXPLANATORY STATEMENTS PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013
ITEM NO. 03
The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of M/s. V.M. PATEL & ASSOCIATES, Cost Auditor (Firm Registration No. 101519), as the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2022.
The remuneration of the Cost Auditors was fixed by the Board of Directors as Rs. 40,000/- (Rupees Forty Thousand only) upon the recommendation of the Audit Committee. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the company.
Accordingly, approval of the members is sought for the resolution as set out in Item No.3 of the Notice for ratification of the remuneration payable to the Cost Auditors for the Financial Year ending March 31, 2022.
None of the Directors/Key Managerial Personnel of the Company/their relative are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No.3 of the Notice.
The Board recommends the Ordinary Resolution set out at Item No.4 of the Notice for approval by the members.
ITEM NO. 04
Based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 4thAugust, 2021 had re-appointed Ms. Zeel Sureshkumar Modi (DIN:08290608) as Non-Executive, Independent Director of the Company for a second term of 5 (five) years on the Board of the Company w.e.f. 30th November, 2021 to 29th November, 2026, subject to approval of the members of the company.
The Company has received a notice in writing from a member under Section 160 of the Act proposing the candidature of Ms. Zeel Sureshkumar Modi for the office of Director of the Company. The Company has also received a declaration from Ms. Zeel Sureshkumar Modi that she meets the criteria for Independent Director as provided under section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (`the Listing Regulations').
The Board taking into account the recommendation of the Nomination and Remuneration Committee and on the basis of the report of performance evaluation of Independent Directors, has recommended for reappointment of Ms. Zeel Sureshkumar Modi (DIN:08290608) as a Director of the Company in the category of Non- Executive, Independent Director.
Ms. Zeel Sureshkumar Modi is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given her consent to act as a Director.
In the opinion of the Board, Ms. Zeel Sureshkumar Modi fulfils the conditions for appointment as an independent Director-as-specified in the Act and the Listing Regulations. She is also independent of the

Ms. Zeel Sureshkumar Modi is a Graduate Engineer from the field of Environment Engineering. She has more than 5 Years of experience in the field of Environment and Project Engineering.
The Board considering Ms. Zeel Sureshkumar Modi has rich experience in the field of environment and project engineering and taking in to account the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on 4thAugust, 2021, appointed her as Non-Executive, Independent Director of the company, not liable to retire by rotation with effect from 30/11/2021 to 29/11/2026 subject to approval of members. Copy of the draft letter for appointment of Ms. Zeel Sureshkumar Modi as Non-Executive, Independent Director setting out the terms and conditions would be available for inspection without any fee by the members at the Registered Office of the Company.
Accordingly, the Board recommends the resolution in relation to the appointment of Ms. Zeel Sureshkumar Modi as Non-Executive, Independent, for the approval by the shareholders of the Company.
None of the Directors or Key Managerial personnel (KMPs) or relatives of Directors except Ms. Zeel Sureshkumar Modi being and appointee is concerned or interested in the resolution mentioned at item no.4 of the convening Notice.
ITEM NO. 05
The Board of Directors of the company had appointed Mr. Saurav Santosh Dugar (DIN:08937448) as an Additional Independent Director with effect from 28th day of October, 2020 in accordance with the provisions of Article of the Association of the company read with Section 161 of the Act. Mr. Saurav Santosh Dugar holds office only up to the date of this Annual General Meeting. A notice has been received from a member, as required under Section 160 of the Companies Act, proposing Mr. Saurav Santosh Dugar as a candidate for the office of Director of the Company.
Mr. Saurav Santosh Dugar is a Practicing Chartered Accountant with an overall experience of around 7 years. He is a Key Partner of the Firm A J S S D & Company, Chartered Accountants based at Surat. He has also Completed Certificate Course on Forensic Accounting and Fraud Detection from ICAI. He has been conducting Statutory & Tax-audit, Internal- audit of large & medium scale Companies, He is also specialization in Bank Audits, Direct Taxation, Indirect Taxation & Company Law matters.
The Board considering Mr. Saurav Santosh Dugar has rich experience in the field of Statutory & tax Audit matters and Taxation and taking into account the recommendation of the Nomination and Remuneration Committee, appointed Mr. Saurav Santosh Dugar at the meeting of the Board of Directors held on 4thAugust, 2021 as an Independent, Non- Executive Director of the company for a period upto 5 (Five) Consecutive years, not liable to retire by rotation with effect from 28/10/2020 to 27/10/2025 subject to approval of the members.
The Board considers that his association would be of immense benefit to the Company. In the opinion of the Board, Mr. Saurav Santosh Dugar fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for appointment as an Independent Director of the Company and he is independent of the Management. Copy of the draft letter for appointment of Mr. Saurav Santosh Dugar as an Independent Director setting out the terms and conditions would be available for,lr 5e - n without any fee by the members at the Registered Office of the Company. •


Accordingly, the Board recommends the resolution in relation to the appointment of Mr. Saurav Santosh Dugar as an Independent Director, for the approval by the shareholders of the Company.
None of the Directors or Key Managerial personnel (KMPs) or relatives of Directors except Mr. Saurav Santosh Dugar is concerned or interested in the resolution mentioned at item no.5 of the convening Notice.
Registered Office: 504, Trividh Chambers Opp. Fire Station, Ring Road, Surat-395 002
Date: 4th August, 2021
,,,-,-.713yorder of the Board of Directors Shankarlal Somani Place: Surat Chairman