Sunil Industries Ltd. — AGM Information 2021

Sep 2, 2021

CIN No.: L99999MH1976PLC019331

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Date[: ] 2[nd] September, 2021

To, Department of Corporate Service (DCS-CRD), BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001

Sub.: Notice of 45[th] Annual General Meeting

Ref: Sunil Industries Limited, Script Code- 521232

Dear Sir,

This is to inform you that pursuant to Regulation 30 of SEBI Listing Obligation and Disclosure Requirement, 2015, we send herewith the notice conveying herewith 45[th] Annual General Meeting of the company to be held on Tuesday, 28[th] September, 2021 at 4.00 pm through Video Conferencing or Other Audio Visual means.

Kindly take the note of the same on your records.

Thanking you,

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NOTICE

NOTICE IS HEREBY GIVEN THAT THE 45[th] ANNUAL GENERAL MEETING OF MEMBERS OF SUNIL INDUSTRIES LIMITED WILL BE HELD ON TUESDAY THE 28TH SEPTEMBER, 2021 AT 4.00 P.M. THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS, TO TRANSACT THE FOLLOWING.

ORDINARY BUSINESS:

Item no. 1:: APPROVAL OF AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31[ST] MARCH 2021

To receive, consider and adopt the Audited Financial Statementsfor the year ended 31[st] March 2021 together with the Reports of the Board of Directors and the Auditors thereon.

Item No. 2: APPROVAL FOR RE-APPOINTMENT OF MR. RAMESH KANNA, WHOLE TIME DIRECTOR (HOLDING DIN 00130351) WHO IS RETIRING BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT

To appoint Mr. Ramesh Kanna, Whole Time Director (Holding DIN 00130351) who retires by rotationat the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

Item no. 3: APPROVAL OF REMUNERATION PAYABLE TO STATUTORY AUDITORS FOR FY 2021-

2022.

To provide and approve remuneration of the auditors of the Company for FY 2021-2022.

SPECIAL BUSINESS:

Item no. 4: RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITOR FOR FINANCIAL

YEAR 2021-2022

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications(s) or re- enactment thereof for the time being in force) and any other applicable provisions, if any, the appointment of M/s Shanker Chaudhary & Co., Cost Accountants as Cost Auditors of the Company by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the Financial Year 20212022 at remuneration of Rs. 1,25,000 /-p.a plus applicable taxes as paid to them be and is hereby ratified.”

RESOLVED FURTHER THAT any of the Directors of the Company and/or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto”

Item no. 5: APPROVAL OF RELATED PARTY TRANSACTIONS UP TO THE MAXIMUM LIMITS AS SPECIFIED WITH THE RELATED PARTIES:

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 188 and other applicable provisions, if any, of the Companies Act, 2013 read with the applicable Rules under Companies (Meetings of Board and its

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Powers) Rules, 2014 and in terms of Corporate Governance and any other applicable provisions of the Listing Obligation and Disclosure Requirements, Regulations, 2015 (including any amendment, modification(s) or re-enactment thereof), the consent of the members of the Company be and is hereby accorded for entering into transaction(s) with the following related party(ies) up to the maximum amount mentioned there against, in each Financial Year, for a period of five years on such terms and conditions as may be mutually agreed between the Company and the related party(ies):

Sr. No.	Applicable for Financial Year	Name of the Related Party	Nature of Transaction(s) (Singly or all taken together)	Maximum Value of the Transaction(s) per annum (Rs.in crores)
1.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Eske Tex (India)Private Limited	a) Sale and/or purchase of chemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
2.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Sunil Fabrics Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
3.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Sunil Synthetics Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
4.	Specific approvalfor each financialyear for a period of five years from FY 2021 - 2022 to FY 2025- 2026.	Sunil Prints Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
5.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Sunil Exim Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80

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6.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Sunil Bleaching Co. Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80
7.	Specific approval for each financial year for a period of five years from FY 2021 - 2022 to FY 2025-2026.	Rarefab Textiles Private Limited	a) Sale and/or purchase ofchemicals/materials. b) Availing or rendering of services. c) Leasing of property.	80

RESOLVED FURTHER THAT any Director and/or Company Secretary of the Company be and is hereby authorized to do all such acts, deeds, matters & things and to take such steps, settle any queries, difficulties, doubts that may arise with regard to any transaction(s) with the related party(ies) and execute such agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose of giving effect to this resolution and for the matters connected therewith or incidental thereto.

Item no. 6: ALTERATION OF MEMORANDUM OF ASSOCIATION AS PER THE PROVISIONS OF THE

COMPANIES ACT, 2013

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

“ RESOLVED THAT pursuant to Section 4, 13, 15 and other applicable provisions, if any, of the Companies Act, 2013 including any statutory modification or re-enactment thereof for the time being in force, and Rules made thereunder and Subject to the approval of other Competent authorities, as may be required, consent of the members be and is hereby accorded for alteration in the Memorandum of Association of the Company by adding a new ancillary object point no. 41 of Clause (B) OBJECT INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS.

RESOLVED FURTHER THAT the new ancillary object in point no. 41 of Clause (B) OBJECT INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS shall be as follows:

“To purchase non – conventional power (Wind, Solar & Biomass) or conventional power (Thermal) either in Group captive mode or Third-party from the respective generator for our consumption. For this purpose as per the applicable law, the shares shall be bought from the generators and shares of the generator shall be sold while exiting from the group captive mode.”

RESOLVED FURTHER THAT any of the Directors of the Company and/or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto”

Item no. 7: RE-APPOINTMENT OF SHRUTI SARAF AS AN INDEPENDENT WOMAN 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 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the Companies (Appointment and Qualifications of Directors) Rules,

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2014, read with Schedule IV to the Act and Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, Mrs. Shruti Ritesh Saraf (DIN 07521927), who was appointed as an Independent woman Director at the 40[th ] Annual General Meeting of the Company and who holds office up to 26[th] May, 2021, being eligible for re-appointment and who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director, be and is hereby reappointed on the basis of Recommendation and performance evaluation by Nomination and Remuneration Committee as an Independent Woman Director of the Company, not liable to retire by rotation, to hold office for a Consecutive Second Term of Five years commencing with effect from 27[th] May, 2021 upto 26[th] May, 2026.”

RESOLVED FURTHER THAT any of the Directors of the Company and/or the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto”.

Notes:

• 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 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 at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Key Managerial Personnel, 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

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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) 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.

• 7) 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.

• 8) 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 http://www.sunilgroup.com 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.

• 9) Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company at D 8 MIDC Phase, Iimanpada Road, Dombivli- (East), Thane-421201.

• 10) Pursuant to Section 113 of the Act, Corporate Members 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, to the Company email ID or upload it on the e-voting portal.

• 11) The Voting through an electronic means will commence on Saturday,25[th] September 2021 at a.m. and will end on Monday, 27[th] September, 2021 at 5 p.m . The members will not be able to caste their electronically beyond the date and time as aforesaid mentioned.

• 12) The members who wish to vote on the day of the Meeting can do the same through e-voting on the day of the Meeting by logging in through CDSL. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• 13) The ordinary resolution for ratification of Statutory Auditor is not proposed as pursuant to the Companies(Amendment) Act, 2017, the same is omitted w.e.f 7th May, 2018.

• 14) Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate Members intending to authorized representatives to attend the AGM are requested to send a duly certified copy of their Board Resolution/ authorization letter to the Company or upload on the VC portal/ e-voting portal.

• 15) Members whose shareholding is in the electronic mode are requested to direct change of address notifications and updating of Savings Bank Account details to their respective Depository Participants. Members whose shareholding is in physical mode are requested to opt for the Electronic Clearing System (ECS) mode to receive dividend on time in line with the Circulars. We urge members to utilize the ECS for receiving dividends. Members holding shares in physical form who wish to avail NACH facility, may submit their bank details viz. Name of the Bank and Branch, their account type and Bank A/c No. with MICR No. and IFSC code along with the copy of cancelled

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cheque to the RTA at Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (West),Mumbai - 400 083 .Tel: +91 22 49186270 Fax: +91 22 49186060. Email: rnt.helpdesk@linkintime.co.in Website: http://www.linkintime.co.in.

• 16) In case you are holding Company’s Shares in physical form, please inform Company’s RTA, Link Intime India Private Limited, .: C 101, 247 Park,L.B.S.Marg, Vikhroli (West),Mumbai - 400083. by enclosing a photocopy of blank cancelled cheque of your bank account.

• 17) Members who are holding shares in identical order or names in more than one folio are requested to write to the company to enable the company to consolidate their holdings in one folio.

• 18) The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 and Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the Annual General Meeting of the Company, for which the members have to send a E-mail requesting the same.

• 19) The Register of Members and Share Transfer Register in respect of equity shares of the Company will remain closed from Wednesday, 22[nd ] September, 2021 to Tueday, 28[th] September, 2021 (both days inclusive).

• 20) In furtherance of Green Initiative in Corporate Governance by Ministry of Corporate Affairs, the Shareholders are requested to register their email id with the Company or with the Registrar and Transfer AgentTo facilitate distribution of Annual Report through E-,mail, 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 Share Transfer Register in case the shares are held by them in physical form.

• 21) Members whose shareholding is in the electronic mode are requested to direct change of address notifications and updation of Savings Bank Account details to their respective Depository Participants.

• 22) In terms of Section 124 of the Companies Act, 2013 (corresponding to Section 205A Companies Act, 1956), any dividend remaining unpaid for a period of seven years from the due date of payment is required to be transferred to Investor Education and Protection Fund. Members who have not encashed their dividend warrants are requested to write to the Registrars and Share Transfer Agents. The details of dividend unclaimed (if any) are uploaded on the Company’s website at http://www.sunilgroup.com for shareholders information.

• 23) An Electronic copy of the Notice of the 45[th ] Annual General Meeting of the Company inter alia indicating the process and manner of e-voting is being sent to all the members by email and physical copy of the same will not be made available to the Members of the company in line with the Circulars. For members who have not yet registered their email address, copies of the Notice of the 45[th] Annual General Meeting of the Company inter alia indicating the process and manner of e- voting and attending the AGM through video conferencing will be available at the Website of the Company and the Stock Exchange i.e. BSE Limited.

• 24) Members may also note that the Notice of the 45[th] Annual General Meeting and the Annual Report for 2020-2021 will also be available on the Company’s website www.sunilgroup com for their download. Any member who wants to avail or inspect the docuements available for inspection, can do so by writing a request through E-mail at info@sunilgroup.com.Even after registering for e- communication, members are entitled to receive such communication in physical form, upon

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making a request for the same, however such documents shall be dispatched taking into consideration the guidelines framed by Central and State Governments and local Administraion and subject to working of postal Servises of India Post. For any communication, the shareholders may also send requests to the Company’s investor email id: info@sunilgroup.com.

• 25) Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form are advised to file nomination in the prescribed Form SH-13 with the Company’s share transfer agent. In respect of shares held in Electronic/ Demat form, the members may please contact their respective depository participant.

• 26) Members are requested to send all communications relating to shares, bonds and unclaimed dividends, change of address etc. to the Registrar and Share Transfer Agents at the following address: Link Intime India Private Limited C-101, 247 Park, L.B.S. Marg, Vikhroli (West),Mumbai - 400 083 .Tel: +91 22 49186270 Fax: +91 22 49186060. Email: rnt.helpdesk@linkintime.co.in Website: http://www.linkintime.co.in.

27) 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, 25[th ] September, 2021 at 9.00 am and ends on Monday, 27[th ] September, 2021 at 5.00 pm . During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of Tuesday 21[st] 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 abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

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Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL	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 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 or click on https://evoting.cdslindia.com/Evoting/EvotingLogin 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.
Individual Shareholders holding securities in demat mode withNSDL	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 athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

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Individual Shareholders (holding securities in demat mode) login through their Depository Participants

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 orjoiningvirtual meeting& votingduringthe meeting

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.

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 with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@ cdslindia.comor contact at 022- 23058738 and22- 23058542-43.
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 and180022 4430

• v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should login on to the e-voting website www.evotingindia.com during the voting period.

• 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) Members holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification Code / Captcha Code as displayed and Click on Login.

• 5) If you are holding shares in Demat Form and had logged on to www.evotingindia.com and had cast your vote earlier for EVSN of any company/entity, then your existing password is to be used.

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• 6) If you are a first-time user follow the steps given below. Now, fill up the following details in the appropriate boxes:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
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.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• vi) After entering these details appropriately, click on “SUBMIT” tab.

• vii) Members holding shares in physical form will then reach directly the “EVSN” selection screen.

• viii)However, Members 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 on 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.

• ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this Notice.

• x) Click on the 210825036 EVSN number of Sunil Industries Limited on which you choose to vote.

• xi) 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.

• xii) Click on the “Resolutions File Link” if you wish to view the entire Resolutions.

• xiii) 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.

• xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• xv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

• xvi) If Demat account holder has forgotten the changed password, then enter the User ID and image verification code/captcha code and click on Forgot Password & enter the details as prompted by the system.

xvii) For Non – Individual Shareholders, Custodians and Institutional Shareholders:

• Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.comand register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details, they have to create 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 should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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• 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; info@sunilgroup.com and the Scrutinizer at hs@hsassociates.net , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

28) INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER :

• a) The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.

• b) 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 e-voting.

• c) 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.

• d) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

• e) Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• f) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video 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.

• g) 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 5 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 5 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

• h) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

• i) 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 EGM/AGM.

• j) If any Votes are cast by the shareholders through the e-voting available during the EGM/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.

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29) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/ MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/ DEPOSITORIES:

• 1) 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 at cssunilgroup@gmail.com

• 2) For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

• 3) 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 helpdesk.evoting@cdslindia.com or 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, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@ cdslindia.com or call on 022-23058542/43.

30) Other Instructions :

• (A) Facility of joining the AGM through VC / OAVM shall open 15 minutes before the time scheduled for the AGM and will be available for Members on first come first served basis. Members who need assistance before or during the AGM, can contact CDSL helpdesk.evoting@cdslindia.com or call 1800225533 or the Video conferencing provider at support@purvashare.comor call Tel: (022) 23016761.

• (B) If you are already registered with CDSL for e-voting then you can use your existing user ID and password/PIN for casting your vote.

• (C) You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

• (D) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com.

• (E) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of www.evotingindia.com.

• (F) The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date (record date) of Tuesday, 21[st] September, 2021.

• (G) Mr. Hemant Shetye, Partner of M/s HS Associates, Practicing Company Secretaries (Membership No. FCS 2827 and COP 1483) has been appointed as the Scrutinizer to scrutinize voting process for the Annual General Meeting in a fair and transparent manner.

• (H) The Scrutinizer shall within a period not exceeding two 48hrs from the conclusion of the Annual General Meeting shall unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

• (I) The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website http://www.sunilgroup.comand on the website of CDSL within two 48 hrs of the conclusion of the AGM of the Company and shall also be communicated to BSE Limited.

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• 31) All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the during normal business hours (9.00 am to 5.00 pm) on all working days, up to and including the date of the Annual General Meeting of the Company by request through E-mail.

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR AND CHAIRMAN DIN NO: 00064774 DATE: 30[th] AUGUST, 2021 PLACE: DOMBIVLI

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EXPLANATORY STATEMENT

AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 2:

Brief Particulars of Director Seeeking Re-Appointment

Particulars	Ramesh Khanna
Date of Birth (Age)	71 years
Date of Appointment/Re-appointment	01stSeptember, 2001
Qualifications	a Commerce and Law Graduate and MBA
Expertise in specific functional areas	Sales and Marketing
Directorships held in other public companies (excluding foreign companies and Section 8 companies	NIL
Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' Relationship Committee.)	NIL
Number of shares held in the Company	Nil

Item No. 3:

The Statutory Auditors were appointed through vide an ordinary resolution at the Annual General Meeting held on 26th September, 2017 for a period of five consecutive years.

The Board, on the recommendation of the Audit Committee, at their meeting held on 30[th] August, 2021 has approved remuneration of Rs. 2,50,000/- p.a payableto M/s P R Agarwal &Awasthi, Chartered Accountants, the Statutory Auditors of the Company to conduct the statutory audit of the Company for the Financial Year 2021 -2022.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 3 of the Notice for Remuneration payable to the Statutory Auditors for the Financial Year 2021- 2022.

The Board of Directors accordingly recommends the Resolutions set out at Item No. 3 of the accompanying Notice for the approval of the Members.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in aforementioned resolution.

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Item No. 4:

The Board, on the recommendation of the Audit Committee, has approved the appointment and Remuneration of Rs. 1,25,000/- p.a to be paid to M/s Shanker Chaudhary & Co., Cost Accountants as Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2021 -2022.

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, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 4 of the Notice for ratification of the Remuneration payable to the Cost Auditors for the Financial Year 2021 - 2022.

The Board of Directors accordingly recommends the Resolutions set out at Item No. 4 of the accompanying Notice for the approval of the Members.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in anyway, concerned or interested, financially or otherwise, in aforementioned resolution.

Item No. 5:

Section 188 of the Companies Act, 2013 read with Rules 15 and 16 of Companies (Meetings of Board and its Powers) Rules, 2014 prescribes the procedure for approval of Related Party Transaction(s). The provisions of Corporate Governance as per listing obligation and Disclosure Requirements, Regulations 2015 also prescribes seeking of shareholders’ approval for material Related Party Transaction(s).

In terms of the provisions of Corporate Governance as per Listing Obligation and Disclosure Requirements, Regulations 2015, transaction(s) with a Related Party are considered material if the transaction(s) to be entered into individually or taken together with previous transaction(s) during a Financial Year exceeds 10% of the annual consolidated turnover of the Company as per the last Audited Financial Statements of the Company.

EskeTex (India) Private Limited; Sunil Fabrics Private Limited; Sunil Synthetics Private Limited;Sunil Prints Private Limited; Sunil EXIM Private Limited; Sunil Bleaching Co. Private Limited&Rarefab Textiles Private Limited are “Related Party” within the provisions of Corporate Governance as per Listing Obligation and Disclosure Requirements, Regulations 2015.

In terms of provisions of Corporate Governance as per Listing Obligation and Disclosure Requirements, Regulations 2015, all material Related Party Transaction(s) shall require the approval of the members through Ordinary Resolution and all entities/persons that are directly/indirectly Related Parties of the Company shall abstain from voting on such resolutions. Accordingly, the Promoter Group and all such Related Parties who are shareholders shall abstain from voting on this resolution for approval of material Related Party Transactions.

The disclosures required to be made under the provisions of the Companies Act, 2013 and the Companies(Meeting of Board and its Powers) Rules, 2014 are given herein below:

1. Nature of Relationship: All the Related Parties mentioned in the table above are directly or indirectly controlled by the same management.

2. Name ofthe Director or Key Managerial Personnel who is related, if any: None of the Directors or Key Managerial Personnel is related.

3. Nature, material terms, monetary value and particulars of the contract or arrangement: As per Item no. 5 of this Notice.

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1. Any other information relevant or important for the members to take a decision on the proposed resolution: The transactions are based on business requirements and are necessary for the smooth and efficient functioning of your Company.

Keeping in view the intent of the law, all transactions (irrespective of the nature of transactions) with a Related Party have been aggregated while applying threshold limits for seeking your approval.

The above contracts/arrangements/transactions were approved by the Audit Committee and the Board of Directors as the same are in the interest of the Company.

The Board of Directors recommends the Resolution set out in Item No. 5 of the accompanying notice for the approval by the unrelated shareholders of the Company.

The Related parties to the extent applicable are concerned or interested financially or otherwise in the proposed resolution.

Directors / Key Managerial Personnel of the Company / their relatives to the extent applicable are concerned or interested financially or otherwise in the proposed resolution.

Item No. 6:

The Company in future planning to purchase non–conventional power (Wind, Solar & Biomass) or conventional power (Thermal) to increase its business operations.

The Company now proposes to alter the Memorandum of Association of the Company with the new ancillary object in point no. 41 of Clause (B) OBJECT INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS which shall be as follows:

“To purchase non – conventional power (Wind, Solar & Biomass) or conventional power (Thermal) either in Group captive mode or Third-party from the respective generator for our consumption. For this purpose as per the applicable law, the shares shall be bought from the generators and shares of the generator shall be sold while exiting from the group captive mode.”

The Board at its meeting held on 30[th] August, 2021 has approved alteration of the MOA of the Company and the Board now seeks Members‟ approval for the same.

The revised Memorandum of Association of Company is available for inspection during continuance of ensuing Annual General Meeting.

Therefore, the Board recommends the resolution as set out in Item no. 6 of the notice to be passed as a Special Resolution.

None of the Directors, Key Managerial Person(s) of the Company including their relatives are, in any way, concerned or deemed to be interested in the proposed resolution.

Item No. 7:

Mrs Shruti Saraf is a Non-Executive Independent Woman Director of the Company. She is member of the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee of the Company.

Mrs Shruti Saraf holding DIN 07521927 is 33 years of age is Graduate by educational Qualification, she is having experience of overlooking Governance activities and also well acquainted with overall finance perspective. She has over the years gained immense experience and knowledge in the field of Governance and Finance.

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She holds Directorship and Committee Membership only in Sunil Industries Limited. She does not hold by herself or for any other person on a beneficial basis, any shares in the Company.

In terms of Section 149 and other applicable provisions of the Companies Act 2013, Mrs. Shruti Saraf being eligible and offering herself for appointment, is proposed to be re-appointed as an Independent woman Director for second five consecutive years for a term up to 26[th] May, 2026.

In the opinion of the Board, Mrs. Shruti Saraf fulfils the conditions specified in the Companies Act, 2013 and rules made there under for her appointment as an Independent Director of the Company and is independent of the management. Copy of the draft letter for her appointment as an Independent Director would be available for inspection without any fee by the members at the Registered Office of the Company during normal business hours on any working day.

The Board considers that his Continued Association would be of immense benefit to the Company and it is desirable to continue to avail services of Mrs. Shruti Saraf as an Independent Director. Accordingly, the Board recommends the resolution in relation to her appointment as an Independent Director, for the approval by the shareholders of the Company.

Sr. No		Particulars		Remarks
1.		Reason for change viz. appointment, resignation, removal, death or otherwise		Re-appointment of Mrs. Shruti Saraf holding DIN 07521927 as Independent Director of the Company for a second consecutive term of 5 years with effect from 27thMay, 2021 to 26thMay, 2026.
2.		Date of appointment		Re- appointment from 27thMay, 2021
3.		Term of appointment		27thMay, 2021 to 26thMay, 2026.
4.		Brief profile		Ms. Shruti Saraf holding DIN 07521927 is 33 years of age and is Graduate by educational Qualification, she is having experience of overlooking Governance activities and also well acquainted with overall finance perspective. She has over the years gained immense experience and knowledge in the field of Governance and Finance. Mrs. Shruti Saraf being associated with the Company for 5 years is also having knowledge about the industry and is also aware of governance initiatives in general. Her Knowledge and Presence as Independent Woman Director on the Board of the Company will help in bringing more experience and a neutral and impartial view towards the functioningof the Company.
5.		Disclosure of relationships between directors (in case of appointment of a director)		Mrs. Shruti Saraf is not related to any other Director of the Company
6.		No. of Shares held		NIL

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Brief Profile of Director Seeking Re-appointment:

Particulars	Shruti Saraf
Date of Birth(Age)	33years
Date of Appointment/Re-appointment	27thMay, 2021
Qualifications	Commerce Graduate
Expertise in specific functional areas	Governance and Finance
Directorships held in other public companies (excluding foreign companies and Section 8 companies	NIL
Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' RelationshipCommittee.)	NIL
Number of shares held in the Company	Nil

Except Mrs. Shruti Saraf being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 7. This Explanatory Statement may also be regarded as a disclosure with the Stock Exchange.

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR AND CHAIRMAN DIN NO: 00064774 DATE: 30th August, 2021 PLACE: DOMBIVLI.

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