Valiant Organics Limited

==> picture [186 x 72] intentionally omitted <==

March 14, 2024

To, Listing/Compliance Department BSE LTD. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

Scrip Code-540145

To,

Listing/Compliance Department National Stock Exchange of India Limited “Exchange Plaza “Plot No .C/1, G Block Bandra –Kurla Complex, Bandra (E), Mumbai -400051. Symbol- VALIANTORG

Subject: Notice of Postal Ballot.

Ref: Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

Please find enclosed herewith Postal Ballot Notice dated February 13, 2024, together with the Explanatory Statement thereto, seeking approval of the Members of the Company for the Resolutions proposed to be passed by the Members through Postal Ballot only through voting by electronic means ("e-voting").

Sr. no	Particulars	Type of Resolutions
1.	Approval of Material Related Party Transaction(s) with Aarti Industries Limited	Ordinary
2.	Approval of Material Related Party Transaction(s) with Valiant Laboratories Limited	Ordinary
3.	Approval of Material Related Party Transaction(s) with Aarti Pharmalabs Limited	Ordinary

In compliance with the various MCA/SEBI circulars, the Postal Ballot Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories as on cut-off date i.e., Friday, March 08, 2024. The Company has engaged NSDL for facilitating remote e-voting to enable the Members to cast their votes electronically. The remote e-Voting facility would be available during the following period:

Commencement of e-Voting	Saturday, March 16, 2024 09:00 A.M (IST)
End of e-Voting	Sunday, April 14, 2024, 05:00 P.M (1ST)

The Postal Ballot Notice is also available on the Company's website at www.valiantorganics.com. The results along with Scrutinizer's Report will be announced on or before Tuesday, April 16, 2024. The said results along with Scrutinizer's Report will be uploaded on the Company's website www.valiantorganics.com and on the website of NSDL www.evoting.nsdl.com and the same will be intimated to the Stock Exchanges, where the Equity Shares of the Company are listed.

Kindly take the same on your record.

Thanking you.

Yours faithfully, For Valiant Organics Limited

AVANI Digitally signed by AVANI DIPAKKUMAR DIPAKKUMAR LAKHANI LAKHANI Date: 2024.03.14 19:31:19 +05'30' Avani D. Lakhani Company Secretary ICSI M.NO.: A47118

Regd. Office:109, Udyog Kshetra, 1st Floor, Mulund Goregaon Link Rd, Mulund West, Mumbai 400080, India. +91 22 6797 6683 • [email protected]• www.valiantorganics.com

CIN NO.: L24230MH2005PLC151348

==> picture [94 x 49] intentionally omitted <==

CIN: L24230MH2005PLC151348

Regd. Off.: 109,Udyog Kshetra, Mulund-Goregaon Link Road, Mulund (W), Mumbai 400080 Website: - www.valiantorganics.com, Email:- [email protected] Telephone: - 91-22-259137687/6, Fax No. 91-22-25913765

NOTICE OF POSTAL BALLOT

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

Dear Member(s),

NOTICE is hereby given pursuant to Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules”), as amended from time to time, read with the General Circular No.14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No.22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021 General Circular No. 3/2022 dated May 05, 2022, General Circular No. 11/2022 dated December 28, 2022 and General Circular No. 9/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), that the Resolutions appended below for seeking approval of the members of the Company, proposed to be passed through Postal Ballot (“Postal Ballot”) by way of voting through electronic means (“remote e-voting”).

In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (Listing Regulations) and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules and the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

An explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act read with the Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed hereto.

The Board of Directors has appointed CS Sunil M. Dedhia, Practising Company Secretary (Membership No. F3483 and Certificate of Practice No.2031), Proprietor of Sunil M. Dedhia and Co., Company Secretaries, as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

The Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to all its members.

The remote e-voting period commences from 9:00 a.m. (IST) on Saturday, March 16, 2024 and shall end at 05:00 p.m. (IST) on Sunday, April 14, 2024 . The Scrutinizer will submit the report to the Chairman of the Company or any other person authorized by him. The results of the Postal Ballot will be announced within two working days from the completion of the voting period.

The said results along with the Scrutinizer’s Report will be intimated to BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.valiantorganics.com and on the website of National Securities Depository Limited (“NSDL”) www.evoting.nsdl.com.

The last date of e-voting, i.e. April 14, 2024, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

==> picture [109 x 62] intentionally omitted <==

SPECIAL BUSINESS:

1. Approval of Material Related Party Transaction(s) with Aarti Industries Limited:

To consider the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Regulation 23(4) and such other applicable Regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the ‘Policy on Materiality of Related Party Transaction(s) and dealing with Related Party Transaction(s)’ of the Company, and as per the recommendation/approval of the Audit Committee and the Board of Directors of the Company as may be applicable from time to time, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Aarti Industries Limited, being part of Promoter a Related Party of the Company relating to sale of any goods/ materials and/ or rendering of / services; purchase of any goods/ materials and/ or availing of services or other resources and obligations for an aggregate amount not exceeding Rs.950 Crores (Rupees Nine Hundred Fifty Crores Only) for the Financial Year 2024-2025 being carried out at arm’s length basis in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Executive Directors & Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things, to finalise the terms and conditions of the transactions and to execute or authorize any person to execute all such documents, instruments and writings as may be considered necessary, relevant, usual, customary, proper and/or expedient for giving effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.”

2. Approval of Material Related Party Transaction(s) with Valiant Laboratories Limited:

To consider the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Regulation 23(4) and such other applicable Regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the ‘Policy on Materiality of Related Party Transaction(s) and dealing with Related Party Transaction(s)’ of the Company, and as per the recommendation/approval of the Audit Committee and the Board of Directors of the Company as may be applicable from time to time, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Valiant Laboratories Limited, being Associate Company and related party of the Company relating to sale of any goods/ materials and/ or rendering of / services; purchase of any goods/ materials and/ or availing of services or other resources and obligations for an aggregate amount not exceeding Rs.652 Crores (Rupees Six Hundred and Fifty Two Crores Only) for the Financial Year 2024-2025 being carried out at arm’s length basis in the ordinary course of business of the Company.

==> picture [109 x 62] intentionally omitted <==

to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

3. Approval of Material Related Party Transaction(s) with Aarti Pharmalabs Limited:

To consider the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Regulation 23(4) and such other applicable Regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) read with applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the ‘Policy on Materiality of Related Party Transaction(s) and dealing with Related Party Transaction(s)’ of the Company, and as per the recommendation/approval of the Audit Committee and the Board of Directors of the Company as may be applicable from time to time, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Aarti Pharmalabs Limited, being a Related Party of the Company relating to sale of any goods/ materials and/ or rendering of / services; purchase of any goods/ materials and/ or availing of services or other resources and obligations for an aggregate amount not exceeding Rs.135 Crores (Rupees One Hundred and Thirty Five Crores Only) for the Financial Year 2024-2025 being carried out at arm’s length basis in the ordinary course of business of the Company.

By order of Board of Directors Valiant Organics Limited

Avani D. Lakhani Company Secretary ICSI M. No. A47118

Place: Mumbai Date: February 13, 2024

Registered Office:

109, Udyog Kshetra, 1st Floor, Mulund Goregoan Link Road, Mulund West, Mumbai-400080.

==> picture [109 x 62] intentionally omitted <==

NOTES:

Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 (the “Act”) read with Rule 22 of the Rules stating material facts and reasons for the proposed resolutions is annexed hereto.
In compliance with MCA Circulars, the Postal Ballot Notice is being sent only by email to all the Members, whose names appear on the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as on Friday, March 08, 2024 (the ‘cut-off date’) and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited (“RTA”).
Members may note that the aforesaid Postal Ballot Notice has been uploaded on the website of the Company at www.valiantorganics.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and also on the website of NSDL (agency for providing the Remote e-Voting facility) at www.evoting.nsdl.com.
The voting rights of the Members shall be reckoned in proportion to the equity shares held by them on the cut-off date on Friday, March 08, 2024. Only those Members holding shares as on the Cut-off date will be entitled to cast their votes by remote e-voting. A person who is not a Member as on the cut-off date should treat this notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories / Depository Participants) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.
The vote in this Postal Ballot cannot be exercised through proxy.
The Resolutions, if passed by requisite majority, will be deemed to have been passed on the last date of e- voting i.e., Sunday, April 14, 2024. In case of any query/ grievance in connection with the Postal Ballot including remote e-voting, Members may contact NSDL by e-mail at [email protected] or to the Company at [email protected].

7. The instructions for remote e-voting are as under:

In compliance with the provisions of Sections 108 and 110 of the Act, Rules 20 and 22 of the Rules, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standards 2, MCA Circulars and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020. Listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions, and individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Members are advised to update their mobile number and email ID in their demat accounts in order to access remote e-voting facilities. Pursuant to aforesaid SEBI Circular, login method for remote e-voting for Individual shareholders holding securities in demat mode with CDSL / NSDL is given below:

How do I vote electronically using the 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 for Individual shareholders holding securities in demat mode

==> picture [109 x 62] intentionally omitted <==

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 to access e-Voting facility.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. Existing IDeAS user 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 or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest 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 of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is availablehttps://web.cdslindia.com/myeasi/Registration/EasiRegistration

Type of shareholders

Login Method

Individual
Shareholders
holding
securities
in
demat mode with NSDL.

1. Existing IDeAS user 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 or e-Voting service provider i.e.
NSDL and you will be re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period.
2. If you are not registered for IDeAS e-Services, option to register is available
at https:// eservices.nsdl.com. Select “Register Online for IDeAS Portal” or
click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https:// www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e., your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or e-
Voting service provider i.e., NSDL and you will be redirected to e-Voting
website of NSDL for casting your vote during the remote e-Voting period.
4. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for seamless
voting experience.

Individual
Shareholders
holding
securities
in
demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they can login through
their user id and password. Option will be made available to reach e-Voting
page without any further authentication. The URL for users to login to Easi
/
Easiest
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 of e-Voting service provider i.e.
NSDL. Click on NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is
availablehttps://web.cdslindia.com/myeasi/Registration/EasiRegistration

==> picture [109 x 62] intentionally omitted <==

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. NSDL where e-Voting is in progress.

Type of members	Login Method
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 duringthe remote e-Voting period.

Type of members

Login Method

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 duringthe remote e-Voting period.

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 Members 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 [email protected] 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 [email protected] contact at 022- 23058738 or 022- 23058542-43

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

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

Visit the e-Voting website of NSDL. Open a 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, your Password/OTP and a Verification Code as shown on the screen. 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.
Your User ID details are given below:

4. 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**

==> picture [109 x 62] intentionally omitted <==

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 128144 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:

a) If you are already registered for e-Voting, then you can use 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 [email protected] 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.
After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically NSDL e Voting system?

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.
Select “EVEN” of Valiant Organics Limited.-128144

==> picture [109 x 62] intentionally omitted <==

Now you are ready for e-Voting as the Voting page opens.
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.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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:

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 [email protected]. 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 for Individual members holding securities in demat mode.
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. members are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

General Guidelines for shareholders

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 [email protected] with a copy marked to [email protected].
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.
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 [email protected].

==> picture [109 x 62] intentionally omitted <==

EXPLANATORY STATEMENT CONTAINING MATERIAL FACTS PURSUANT TO SECTION 102 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013:

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, sets out all the material facts relating to the items of special business mentioned in this Postal Ballot Notice dated February 13, 2024.

Item No. 1:

Pursuant to the Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds Rupees One Thousand Crore or Ten Percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower. Further, all Material Related Party Transactions require prior approval of the Members through a Resolution and no related party shall vote to approve such resolution whether an entity is a related party to the particular transaction or not.

Aarti Industries Limited (“AIL”) being part of Promoter Group is considered a Related Party as defined under Regulation 2 (1)(zb) of the Listing Regulations.

Aarti Industries Limited possesses a diverse portfolio of basic chemicals, agrochemicals, speciality chemicals and intermediates, which are used in the manufacture of pharmaceuticals, agri-products, polymers, additives, pigments and dyes. AIL is a part of the Promoter Group of Valiant Organics Limited (“VOL”).

VOL is in the business of manufacturing, distribution and sale of Speciality Chemical Products to its customers across India, including AIL.

VOL, the Company is proposing to enter into certain business transactions with AIL during Financial Year 20242025 for sale of goods/ materials and/ or rendering of / services; purchase of goods/ materials and/ or availing of services or other resources and obligations. All transactions to be entered into by the Company with AIL would be in the ordinary course of business and at arm’s length basis and necessary approvals as required in compliance of the provisions under the Act/ Listing Regulations have already been obtained from the Audit Committee/Board of Directors of the Company.

The Audit Committee and Board of Directors after discussion and deliberation has granted approval for entering into the sale/ purchase transactions with AIL for an aggregate value of up to Rs. 950 crore to be entered during FY2024-25 (i.e. more than 10% of the annual consolidated turnover of VOL).

Accordingly, the said transaction would be considered as Material Related Party Transactions, thereby requiring approval of the members of the Company by way of an Ordinary Resolution.

Details of the proposed transactions with AIL, being a related party of the Company, including the Information pursuant to the SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:

Sr. No.	Particulars	Remarks
1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);	Aarti Industries Limited Part of Promoter Group
2.	Name of the director or key managerial personnel who is related, if any and nature of relationship	None

==> picture [109 x 62] intentionally omitted <==

3.	Nature, material terms, monetary value and particulars of the contract or arrangement	Contract for sale of any goods/ materials and/ or rendering of / services; purchase of any goods/ materials and/ or availing of services or other resources and obligations shall be on a continuous basis. Monetary value of proposed aggregate transactions during the financial year 2024-25 is expected to be Rs.950 Crore.	Contract for sale of any goods/ materials and/ or rendering of / services; purchase of any goods/ materials and/ or availing of services or other resources and obligations shall be on a continuous basis. Monetary value of proposed aggregate transactions during the financial year 2024-25 is expected to be Rs.950 Crore.	Contract for sale of any goods/ materials and/ or rendering of / services; purchase of any goods/ materials and/ or availing of services or other resources and obligations shall be on a continuous basis. Monetary value of proposed aggregate transactions during the financial year 2024-25 is expected to be Rs.950 Crore.
4.	Value of Transaction	Sr. No.	Nature of Transaction(s)	Estimated transaction value for the financial year 2024-25 (Rs. In Crores)
		1.	Sale of goods/ materials and/ or rendering of services or other resources and obligations.	250.00
		2.	Purchase of goods/ materials and/ or availing of services or other resources and obligations.	700.00
5.	Percentage of annual consolidated turnover considering FY 2022-23 as the immediately precedingfinancialyear	90.32%
6.	Justification for the transaction	Arrangement is commercially beneficial to the Company
7.	If the transaction relates to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i)details of the source of funds in connection with the proposed transaction; ii)where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments, - nature of indebtedness; - cost of funds; and - tenure; iii)applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv)the purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the RPT	Not Applicable
8.	Whether in Ordinary Course of Business	Yes
9.	Whether at Arm’s Length basis	Yes
10.	A Statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through registered email address of the Shareholder	Not Applicable

==> picture [109 x 62] intentionally omitted <==

11.	Any other information relevant or important for the members to take a decision on the proposed resolution	All important information forms part of the Statement setting out material facts, pursuant to Section 102 of the Companies Act, 2013 forming part of this Notice.

The Related Party Transactions placed for Members’ approval shall also be reviewed/ monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013 and shall remain within the proposed amount(s) being placed before the Members.

Any subsequent material modifications in the proposed transactions, as defined by the Audit Committee as a part of the Company’s ‘Policy on Materiality of Related Party Transaction(s) and dealing with Related Party Transaction(s)’ shall be placed before the Members for approval, in terms of Regulation 23(4) of the Listing Regulations.

None of the Directors and/ or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested either directly or indirectly, financially or otherwise, in the Resolution mentioned at Item No. 1 of the Notice except to the extent of their shareholding, if any, in the Company.

The Board of Directors recommends passing of the resolution as set out at item no. 1 of this Notice as an Ordinary Resolution.

Item No. 2:

Valiant Laboratories Limited (“VLL”) VLL is an Associate Company of Valiant Organics Limited (“VOL”) and consequently, a related party of the VOL.

VLL is an Active Pharmaceutical Ingredient / Bulk Drug (“API”) manufacturing Company having focus on manufacturing of Paracetamol.

VOL is in the business of manufacturing, distribution and sale of Speciality Chemical Products to its customers across India which includes VLL.

VOL, the Company is proposing to enter into certain business transactions with VLL during Financial Year 20242025 for sale of goods/ materials and/ or rendering of / services; purchase of goods/ materials and/ or availing of services or other resources and obligations. All transactions to be entered into by the Company with VLL would be in the ordinary course of business and at arm’s length basis and necessary approvals as required in compliance of the provisions under the Act/ Listing Regulations have already been obtained from the Audit Committee/Board of Directors of the Company.

The Audit Committee and the Board of Directors, after discussion and deliberation has granted approval for entering into the transactions with VLL for an aggregate value of up to Rs. 652 Crore (Rupees Six Hundred and Fifty Two Crore Only) to be entered during FY2024-25 (i.e. more than 10% of the annual consolidated turnover of VOL).

Accordingly, the said transaction would be considered as Material Related Party Transactions, thereby requiring approval of the members of the Company by way of an Ordinary Resolution.

==> picture [109 x 62] intentionally omitted <==

All transactions to be entered into by the Company with VLL would be in the ordinary course of business and at arm’s length basis and necessary approvals as required in compliance of the provisions under the Act/ Listing Regulations, have already been obtained from the Audit Committee/Board.

Details of the proposed transactions with VLL, being a related party of the Company, including the Information pursuant to the SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:

Sr. No.	Particulars	Remarks	Remarks	Remarks
1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);	Valiant Laboratories Limited (VLL) is an associate of Valiant Organics Limited (VOL). VOL holds 73.15% in Dhanvallabh Ventures LLP. Dhanvallabh Ventures LLP, subsidiary of VOL holds 46.84 % in VLL.
2.	Name of the director or key managerial personnel who is related, if any and nature of relationship	Shri. Santosh S. Vora Non-Executive Director of the Company is Managing Director of VLL and Smt. Sonal A. Vira, Independent Director of the Companyis Independent Director of VLL.
3.	Nature, material terms, monetary value and particulars of the contract or arrangement	Contract for sale of any goods/ materials and/ or rendering of / services; purchase of any goods/ materials and/ or availing of services or other resources and obligations shall be on a continuous basis. Monetary value of proposed aggregate transactions during the financial year 2024-25 is expected to be Rs.652 Crore.
4.	Value of Transaction	Sr. No.	Nature of Transaction(s)	Estimated transaction value for the financial year 2024-25 (Rs. In Crores)
		1.	Sale of goods/ materials and/ or rendering of / services or other resources and obligations.	600.00
		2.	Purchase of goods/ materials and/ or availing of services or other resources and obligations.	50.00
		3.	To Enter ento Lease agreement.	1.00
		4.	Commission to VLL.	1.00
5.	Percentage of annual consolidated turnover considering FY 2023-24 as the immediately precedingfinancialyear	61.99%
6.	Justification for the transaction	Arrangement is commercially beneficial to the Company.

==> picture [109 x 62] intentionally omitted <==

7.	If the transaction relates to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i)details of the source of funds in connection with the proposed transaction; ii)where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments, - nature of indebtedness; - cost of funds; and - tenure; iii)applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv)the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to the RPT	Not Applicable
8.	Whether in OrdinaryCourse of Business	Yes
9.	Whether at Arm’s Length basis	Yes
10.	A Statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through registered email address of the Shareholder	Not Applicable
11.	Any other information relevant or important for the members to take a decision on the proposed resolution	All important information forms part of the Statement setting out material facts, pursuant to Section 102 of the Companies Act, 2013 forming part of this Notice.

Except Shri Santosh S. Vora and Smt. Sonal A. Vira, none of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested, financially or otherwise, in the resolution mentioned at Item No. 2 of the Notice except to the extent of their shareholding, if any, in the Company. The relatives of Shri Santosh S. Vora and Smt. Sonal A. Vira may be deemed to be interested in the said resolution, to the extent of their respective shareholding, if any, in the Company.

The Board of Directors recommends passing of the resolution as set out at item no. 2 of this Notice as an Ordinary Resolution.

Item No. 3:

==> picture [109 x 62] intentionally omitted <==

audited financial statements of the listed entity, whichever is lower. Further, all Material Related Party Transactions require prior approval of the Members through a Resolution and no related party shall vote to approve such resolution whether an entity is a related party to the particular transaction or not.

Aarti Pharmalabs Limited (“APL”) is considered a Related Party of Valiant Organics Limited (“VOL”) as defined under Regulation 2 (1)(zb) of the Listing Regulations.

APL is the dealers which possesses a diverse portfolio of fine chemicals, industrial and pure chemicals, organic and inorganic chemicals, speciality chemicals, dyes, drugs, pharmaceuticals and allied products.

VOL is in the business of manufacturing, distribution and sale of Speciality Chemical Products to its customers across India which includes APL.

VOL, the Company is proposing to enter into certain business transactions with APL during Financial Year 20242025 for sale of goods/ materials and/ or rendering of / services; purchase of goods/ materials and/ or availing of services or other resources and obligations. All transactions to be entered into by the Company with APL would be in the ordinary course of business and at arm’s length basis and necessary approvals as required in compliance of the provisions under the Act/ Listing Regulations have already been obtained from the Audit Committee/Board of Directors of the Company.

The Audit Committee and the Board of Directors, after discussion and deliberation has granted approval for entering into the transactions with APL for an aggregate value of up to Rs. 135 Crore (Rupees One Hundred Thirty Five Crore Only) to be entered during FY2024-25 (i.e. more than 10% of the annual consolidated turnover of VOL).

Accordingly, the said transaction would be considered as Material Related Party Transactions, thereby requiring approval of the members of the Company by way of an Ordinary Resolution.

All transactions to be entered into by the Company with APL would be in the ordinary course of business and at arm’s length basis and necessary approvals as required in compliance of the provisions under the Act/ Listing Regulations, have already been obtained from the Audit Committee/Board.

Details of the proposed transactions with APL, being a related party of the Company, including the Information pursuant to the SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:

Sr. No.	Particulars	Remarks	Remarks	Remarks
1.	Name of the related party and its relationship with the listed entity or its subsidiary, including nature of its concern or interest (financial or otherwise);	Aarti Pharmalabs Limited Related Party of the Company as per Ind AS 24.
2.	Name of the director or key managerial personnel who is related, if any and nature of relationship	None
3.	Nature, material terms, monetary value and particulars of the contract or arrangement	Contract for sale of any goods/ materials and/ or rendering of / services; purchase of any goods/ materials and/ or availing of services or other resources and obligations shall be on a continuous basis. Monetary value of proposed aggregate transactions during the financial year 2024-25 is expected to be Rs.135 Crore.
4.	Value of Transaction	Sr. No.	Nature of Transaction(s)	Estimated transaction value for the

==> picture [109 x 62] intentionally omitted <==

				financial year 2024-25 (Rs. In Crores)
		1.	Sale of goods/ materials and/ or rendering of / services or other resources and obligations.	70.00
		2.	Purchase of goods/ materials and/ or availing of services or other resources and obligations.	50.00
		3.	To enter into Leave & License Agreement	15.00
5.	Percentage of annual consolidated turnover considering FY 2022-23 as the immediately precedingfinancialyear	12.84%
6.	Justification for the transaction	Arrangement is commercially beneficial to the Company
7.	If the transaction relates to any loans, inter- corporate deposits, advances or investments made or given by the listed entity or its subsidiary: i)details of the source of funds in connection with the proposed transaction; ii)where any financial indebtedness is incurred to make or give loans, inter- corporate deposits, advances or investments, - nature of indebtedness; - cost of funds; and - tenure; iii)applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv)the purpose for which the funds will be utilized by the ultimate beneficiary of such fundspursuant to the RPT	Not Applicable
8.	Whether in Ordinary Course of Business	Yes
9.	Whether at Arm’s Length basis	Yes
10.	A Statement that the valuation or other external report, if any, relied upon by the listed entity in relation to the proposed transaction will be made available through registered email address of the Shareholder	Not Applicable
11.	Any other information relevant or important for the members to take a decision on the proposed resolution	All important information forms part of the Statement setting out material facts, pursuant to Section 102 of the Companies Act, 2013 forming part of this Notice.

==> picture [109 x 62] intentionally omitted <==

None of the Directors and/ or Key Managerial Personnel of the Company and/or their respective relatives are concerned or interested either directly or indirectly, financially or otherwise, in the Resolution mentioned at Item No. 3 of the Notice except to the extent of their shareholding, if any, in the Company.

The Board of Directors recommends passing of the resolution as set out at item no. 3 of this Notice as an Ordinary Resolution.

By order of Board of Directors Valiant Organics Limited

Avani D. Lakhani Company Secretary ICSI M. No. A47118

Place: Mumbai Date : February 13, 2024

Registered Office:

109, Udyog Kshetra, 1st Floor, Mulund Goregoan Link Road, Mulund West, Mumbai-400080.

AI assistant

Valiant Organics Limited Proxy Solicitation & Information Statement 2024

61689_rns_2024-03-14_3279edc0-f1af-4c60-a14f-4fb4ed96d512.pdf

Scrip Code-540145

Subject: Notice of Postal Ballot.