Sunil Industries Ltd. — AGM Information 2023

Aug 31, 2023

==> picture [575 x 79] intentionally omitted <==

CIN No.: L99999MH1976PLC019331

Date: 31[st] August 2023

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

Sub.: Notice of 47[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 47[th] Annual General Meeting of the company to be held on Saturday, 23[rd] September, 2023 at 03.00 P.M through Video Conferencing or Other Audio-Visual means.

Kindly take the note of the same on your records.

Thanking you,

FOR SUNIL INDUSTRIES LIMITED

Sourabh Digitally signed by Sourabh Sahu Sahu Date: 2023.08.31 17:52:12 +05'30'

_______ Mr. Saurabh Sahu Company Secretary & Compliance Officer ACS: 55322 Contact: 0251-2870749

==> picture [591 x 20] intentionally omitted <==

NOTICE

NOTICE IS HEREBY GIVEN THAT THE47[th] ANNUAL GENERAL MEETING OF MEMBERS OF SUNIL INDUSTRIES LIMITED WILL BE HELD ONSATURDAYTHE 23[RD] SEPTEMBER, 2023AT03.00 P.M.THROUGH VIDEO CONFERENCING OR OTHER AUDIO-VISUAL MEANS, TO TRANSACT THE FOLLOWING.

ORDINARY BUSINESS:

Item no. 1: APPROVAL OFAUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31[ST] MARCH 2023

To receive, consider and adopt the Audited Financial Statementsfor the year ended 31[st] March 2023together with the Reports of the Board of Directors and the Auditors thereon.

Item No. 2: APPROVAL FOR RE-APPOINTMENT OF MR. PRADEEP CHATRUPRASAD ROONGTA, WHOLE TIME DIRECTOR (HOLDING DIN 00130283) WHO IS RETIRING BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT

To appoint Mr. Pradeep ChatruprasadRoongta, Whole Time Director (Holding DIN 00130283) who retires by rotationat the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

Item no. 3: TO APPOINTMENT OF M/S V.K. BESWAL & ASSOCIATES, CHARTERED ACCOUNTANTS (FRN: 101083W) AS STATUTORY AUDITORS UNDER CASUAL VACANCY CAUSED BY RESIGNATION OF M/S. P R AGARWAL & AWASTHI (FRN: 117940W).

To consider, and if though fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution .

Appointment of M/s V.K. Beswal& Associates, Chartered Accountants (FRN: 101083W) as statutory auditors under casual vacancy caused by Resignation of M/s. P R Agarwal &Awasthi (FRN: 117940W).

“RESOLVED THAT pursuanttotheprovisionsofSections139(8),141, 142 and all other applicable provisions of the CompaniesAct, 2013 and the Rules made thereunder, as amendedfrom time to time or any other law for the time being in force (including any statutorymodification or amendment thereto or enactment thereof for the time being in force) and pursuant to the recommendation ofthe Audit Committee of the Company, the consent of themembers of the Company be and is hereby accorded toappoint M/s V.K. Beswal& Associates (FRN:101083W) as theStatutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. P R Agarwal &Awasthi (FRN: 117940W) to hold office for a period of 5 years from the conclusion of 47th Annual General Meeting till the conclusion of the 52nd Annual General Meeting of the Company to be held in the year 2028 on such remuneration,as recommended by the Audit Committee and as may bemutually agreed between the Board of Directors of theCompany and the Statutory Auditors from time to time.”

RESOLVED FURTHER THAT any one director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution and to file necessary e-forms with the Registrar of Companies.”

SPECIAL BUSINESS:

Item no. 4: RATIFICATION OF REMUNERATION PAYABLE TO COST AUDITOR FOR FINANCIAL YEAR 2023-2024

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 reenactment 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 2023-2024 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”

Notes:

• 1) In view of the massive outbreak of Covid-19 pandemic, social distancing is the norm to be followed and pursuant to the Ministry of Corporate Affairs (“MCA”) vide its Circular No. 20/2020 dated May 05, 2020 read with Circular No. 14/2020 dated April 08, 2020 and Circular No.17/2020 dated April 13, 2020 and Circular No. 02/2021 dated January 13, 2021 and Circular No. 21/2021 dated December 14, 2021 and Circular No. 2/2022 dated May 05, 2022, 10/2022 dated December 28, 2022 all other relevant circulars issued from time to time (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (“SEBI”) vide circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and Circular number SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and January 05, 2023 (collectively referred to as “SEBI Circulars”) permitted the holding of the Annual General Meeting (“the Meeting”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MCA Circulars and SEBI Circulars, the Meeting of the Companyis being held through VC / OAVM

• 2) Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM/AGMAGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM/AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

• 3) The Members can join the EGM/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 EGM/AGM through VC/OAVM will be made available for 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 EGM/AGM without restriction on account of first come first served basis.

• 4) The attendance of the Members attending the EGM/AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

• 5) In accordance with the aforesaid MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail addresses for receiving the Notice. Members who have not registered their e-mail addresses are requested to register the same as per the process mentioned in the Notes.

• 6) In compliance with the provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, (including any statutory modification(s) or amendment(s) or re-enactment(s) thereof, for the time being in force) and various MCA Circulars, the Company is pleased to provide its Members with the e-voting facility to exercise their right to vote on the proposed resolutions electronically. For this purpose, the Company has appointed Mr. Hemant Shetye, Company Secretary, having Membership No. FCS-2827& Certificate of Practice No. 1483, Designated Partner of M/s HSPN & Associates LLP, Practicing Company Secretaries, as the Scrutinizer for conducting the e- voting process in a fair and transparent manner.

• 7) The Company has engaged National Securities Depository Limited (“NSDL”) as the agency to provide the e-voting facility and the instructions for e-voting are provided as part of this Notice.

• 8) The voting rights of Members shall be in proportion to their shares in the paid- up equity share capital of the Company as on the Cut-Off Date i.e., Saturday, 16th September, 2023.

• 9) Corporate Members intending to authorise their representatives to attend the AGM pursuant to Section 113 of the Act, are requested to send to the Company, a certified copy of the relevant Board Resolution together with the respective specimen signatures of those representative(s) authorised under the said resolution to attend and vote on their behalf at the meeting.

• 10) The Members of the Company can join the AGM through VC/OAVM 15 minutes before and after the scheduled time of the commencement of the AGM. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 Members of the Company on first come first served basis. This will not include large Members (Members holding 2% or more shares of the Company), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of various Committees of the Company, Auditors etc. who are allowed to attend the AGM without any restriction.

• 11) The attendance of the Members at the AGM through VC/OAVM will be counted for the purpose of determining the quorum under Section 103 of the Act.

• 12) The Register of Members and the Share Transfer Books of the Company will be closed fromSunday 17th September, 2023 to Saturday, 23rd September, 2023 (both days inclusive).

• 13) Members are requested to notify any change in their address or bank mandate to: (a) their respective Depository Participants in case of shares held in electronic form; or (b) the Company’s Registrar & Share Transfer Agent, Link Intime India Private Limited at 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.,in case of shares held in physical form.

• 14) The Voting through an electronic means will commence on Wednesday, 20th September, 2023 at 9.00 a.m. and will end on Friday, 22[nd] September, 2023 at 5.00 p.m. The members will not be able to caste their electronically beyond the date and time as aforesaid mentioned.

• 15) The Company’s Equity Shares are listed on BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001. The Company has paid the annual listing fees for the financial year 2023-2024.

• 16) In terms of Section 72 of the Companies Act, 2013 and Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, every holder of securities of the Company may, at any time, nominate, in the prescribed manner, a person to whom his/her securities of the Company shall vest in the event of his/her death. Members, who wish to avail of this facility, may fill in the prescribed Form No. SH-13 and forward the same to Link Intime India Private Limited.

• 17) To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant (‘DP’) and holdings should be verified from time to time.

• 18) Members who desire to take part in the Green Initiative of the Company, are requested to register their e-mail addresses with their Depository Participant(s) in case they hold shares in demat form and with the Company/ their RTA for the shares held in physical form by submitting the Investor Service Request Form - Form ISR1, ISR2 and Nomination form duly filed and signed, as per the specimen signatures registered against the folio, along with the

supporting documents stated thereon. On registration, all the communications will be sent to the e-mail address of the Member registered with the Company.

• 19) An electronic copy of the Annual Report 2022-2023 along with the Notice are being sent to all those Members whose e-mail addresses are registered with the Company/Depositary Participant(s) and physical copy of the same is not being provided in line with the aforementioned circulars issued by the MCA and SEBI. Members may also note that the Notice of the 47[th] AGM and the Annual Report are available on the Company’s website http://www.sunilgroup.com. The aforesaid documents can also be accessed from the website of the Stock Exchange i.e., BSE Limited at www.bseindia.com and on the website of NSDL (agency for providing the e-voting facility) i.e.www.evoting,nsdl.com.

• 20) The documents referred to in the Notice of the AGM are available for inspection electronically without any fee by the Members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an e-mail to cssunilgroup@gmail.com.

• 21) As per Regulation 40 of the Listing Regulations, securities of the listed companies can only be transferred in demat form with effect from 1st April 2019, except in case of request for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holding to demat form. Members can contact the Company or Link Intime India Private Limited (RTA) for assistance in this regard.

• 22) Members may please note that SEBI has made Permanent Account Number (PAN) as the sole identification number for all participants transacting in the securities market, irrespective of the amount of such transactions. SEBI has also made it mandatory for submission of PAN in the following cases: (i) Deletion of name of the deceased Member(s) (ii) Transmission of shares to the legal heir(s) and (iii) Transposition of shares.

Further, the Members are requested to kindly note that as per SEBI circular bearing no SEBI/HO/MIRSSD_RTAMB/PCIR/2021/655 dated 3[rd] November, 2021, it is mandatory for Members holding shares in physical form to register their PAN, KYC details, Bank particulars and Nomination against their folio no. PAN is also required to be linked to Aadhar No. by the Members to be considered as valid PAN.

Members holding shares in physical form are requested to provide Form ISR1, ISR2 and Nomination Form duly filled and signed along with the hard copy of the following selfattested documents to Link Intime India Private Limited for registration against their respective folio(s):

• Identity Proof: Copy of PAN card/ Aadhar Card

• Address Proof: Copy of Aadhar Card/ Passport/ client Master List/ Utility Bill not over 3 months old

• Bank Details: Copy of the cancelled cheque stating the name of the Member as account holder

• Contact Details: Mobile no., e-mail id

• Nomination: Please provide Form SH13 duly filled and signed.

• In the absence of any of the above information registered against your folio no., your folio no. will be frozen for any updation/ dividend payment in accordance with the aforesaid Circular.

• Form ISR1, ISR2 and Nomination forms are available on the website of Company www.sunilgroup.comand on the website of our Registrar and Transfer Agent at http://www.linkintime.co.in.

• 23) In order to increase the efficiency of the e-voting process, SEBI vide its circular SEBI/HO/ CFD/CMD/ CIR/P/2020/242 dated 9th December, 2020, had enabled 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 e-voting service providers (ESPs), thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• 24) Members holding shares under multiple folios are requested to submit their applications to Link Intime India Private Limited for consolidation of folios into a single folio.

• 25) Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Wednesday, 20[th] September, 2023 at 9.00 am. And ends on Friday, 22[nd] September, 2023 at 5.00 pm the remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Saturday, 16[th] September, 2023, may cast their vote electronically, The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Saturday, 16[th] September, 2023.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

• A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular 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.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication,you will be redirected

to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [201 x 116] intentionally omitted <==

Individual	1) Existing users who have opted for Easi / Easiest, they can
Shareholders holding	login through their user id and password. Option will be made
securities in demat	available to reach e-Voting page without any further
mode with CDSL	authentication. The URL for users to login to Easi / Easiest are
	https://web.cdslindia.com/myeasi/home/login or
	www.cdslindia.com and click on New System Myeasi.
	2) After successful login of Easi/Easiest the user will be also able
	to see the E Voting Menu. The Menu will have links ofe-
	Voting service provider i.e. NSDL.Click onNSDLto cast
	your vote.
	3) If the user is not registered for Easi/Easiest, option to
	register is available at
	https://web.cdslindia.com/myeasi/Registration/EasiRegistra
	tion
	4) Alternatively, the user can directly access e-Voting page by
	providing demat Account Number and PAN No. from a link in
	www.cdslindia.com home page. The system will authenticate
	the user by sending OTP on registered Mobile & Email as
	recorded in the demat Account. After successful
	authentication, user will be provided links for the respective
	ESP i.e.NSDLwhere the e-Voting is in progress.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period 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. NSDL and CDSL.

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing

password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• c) How to retrieve your ‘initial password’?

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

• If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

• Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

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

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to hs@hspnassociates.in with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of

PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to www.sunilgroup.com

1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to (hns@sunilgroup.com). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step -

1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM/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 in the EGM/AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for

VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

1. Members are encouraged to join the Meeting through Laptops for better experience.

2. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. 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.

4. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (hns@sunilgroup.com). The same will be replied by the company suitably.

5. 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 15 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 15 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.

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

Information of Directors seeking re-appointment at the ensuing Meeting, as required under Regulation 36 (3) of the Listing Regulations and SS-2 issued by the Institute of Company Secretaries of India, is as follows:

Particulars	Pradeep Chatruprasad Roongta
Date of Birth (Age)	61 years
Date of Appointment/Re-appointment	01stNovember, 1999
Qualifications	Commerce Graduate
Expertise in specific functional areas	Production & Administration
Directorships held in other public companies (excluding foreign companies and Section 8 companies	NIL
List of Listed Companies in which the person has resigned in the past three years	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	13,600

ON BEHALF OF THE BOARD FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR AND CHAIRMAN DIN NO: 00064774 DATE: 16[th] AUGUST, 2023 PLACE: DOMBIVLI

EXPLANATORY STATEMENT

AS REQUIRED BY SECTION 102 OF THE COMPANIES ACT, 2013 and Regulation 36(5) of SEBI (LODR), 2015

Item No. 3:

To Appointment of M/s. V.K. Beswal& Associates, Chartered Accountants (FRN: 101083W) As Statutory Auditors under Casual Vacancy Caused by Resignation of M/s. P R Agarwal &Awasthi (FRN: 117940W)

M/s. P R Agarwal &Awasthi, Chartered Accountants (FRN.:117940W) was appointed statutory auditor of the Company at their41[st] Annual General Meeting ('AGM') held on 26[th] September, 2017 for a period of 5 years, up to the conclusion of 46[th] AGMof the Company held in calendar year2022.

M/s. P R Agarwal &Awasthi, Chartered Accountants (FRN.:117940W) have tendered their resignation from the position of Statutory Auditors due to specific reason as mentioned in their resignation Letter, resulting into a casual vacancy in the office of Statutory Auditors of the company as envisaged by section 139(8) of the Companies Act, 2013 (“Act”). Casual vacancy caused by the resignation of auditors can only be filled up by the Company in after taking consent of the members.

The Board, on the basis of recommendation of Audit Committee, proposes that M/s. V.K. Beswal& Associates., Chartered Accountants, (FRN.: 101083W) be appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation M/s. P R Agarwal &Awasthi, Chartered Accountants (FRN.:117940W). Accordingly, shareholders’ approval by way of Ordinary resolution is sought.

M/s. V.K. Beswal& Associates., Chartered Accountants, (FRN.: 101083W), have conveyed their consent and Eligibility to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013.

The Board recommends the resolution set out at Item No. 3 of the Notice for approval by the Members by way of an Ordinary Resolution.

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

Disclosure under Regulation 36(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Proposed statutory audit fee payable to auditors for the financial year ending March 31, 2024	Rs.2,50,000/-(Rupees Two Lacs Fifty Thousand Only ) per annum plus applicable taxes and reimbursement of out of pocket expenses as may be incurred during the audit.
Terms of appointment	M/s. V.K. Beswal& Associates., Chartered Accountants, (FRN.: 101083W),will hold the office for a period of 5 years from the conclusion of 47thAnnual General Meeting till the conclusion of the 52ndAnnual General Meeting of the Company to be held in the year 2028.
Basis of recommendation and auditor credentials	The recommendations made by the Audit Committee and the Board of Directors of the Company, V.K. Beswal& Associates., Chartered Accountants, (FRN.: 101083W), are in compliance the eligibility criteria prescribed under the Companies Act, 2013 and the applicable rules made under the Act with regard to the statutory audit experience capability, assessment of independence, etc. Brief Profile of Statutory Auditors V.K. Beswal& Associates., Chartered Accountants, (FRN.: 101083W), is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India having offices in Bangalore, Chennai, Cochin and Trivandrum and provides comprehensive business solutions in Assurance, Consulting, Taxation and Regulatory services. A firm is managed by a team of professionals with years of experience and expertise in different service areas such as assurance, consulting, and regulatory services. The Audit Firm has valid Peer Review certificate valid till 20thMay, 2023.A firm is engaged in providing audit and assurance services to its client. The firm is also specialized in providing services related to Taxation, Accountingand other consultancymatters.

ON BEHALF OF THE BOARD

FOR SUNIL INDUSTRIES LIMITED

SD/VINOD LATH MANAGING DIRECTOR ANDCHAIRMAN DIN NO: 00064774 DATE:16[th] AUGUST, 2023 PLACE: DOMBIVLI.