VAPI ENTERPRISE LIMITED — Proxy Solicitation & Information Statement 2024

Feb 17, 2024

VPM

VAPI ENTERPRISE LTD. (Formerly known as VAPI PAPER MILLS LTD.)

___________________ Regd. Off.213 UDYOG MANDIR, PITAMBER LANE, MAHIM (WEST), MUMBAI 400016 TEL: 98200 68363 / 022-24449753

E-MAIL : vapipaper@gmail.com / vapienterpriseltd@gmail.com Website : www. vapienterprise.com CIN No. L21010MH1974PLC032457

17.02.2024

To, BSE Limited, P J Tower,Dalal Street, Mumbai 400001 Scrip Code :502589

Dear Sir/Madam,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Further to the outcome of meeting of the Board of Directors of Vapi Enterprise Limited dated February,10th 2024, please find enclosed herewith copy of the postal ballot notice dated February,10th 2024 (“Notice”) to seek approval of the shareholders for the following special resolutions:

Sr.No.	Particulars
1.	Appointment of Mrs. Mamta Rajan Gupta(DIN 06827576) as a Non-Executive Independent Director

Notice is being sent through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, February 16th, 2024, seeking their approval as set out in the Notice.

The Company has engaged the services of Bigshare Services Private Limited for the purpose of providing e-voting facility to all its members. The remote e-voting will commence from Wednesday, February 21st, 2024 (9:00 a.m. IST) and shall end on Thursday, March 21st, 2024 (5:00 p.m. IST). The results of the postal ballot will be announced on or before Saturday, March 23rd, 2024 (5:00 p.m. IST).

Notice of Postal Ballot is made available on the website of the Company at - - https://vapienterprise.com/wp content/uploads/2024/02/Postal ballot.pdf This is for your information and records.

Yours Sincerely, For Vapi Enterprise Limited, PRIYANKA Digitally signed by PRIYANKA MOHANSING MOHANSINGH KUNWAR Date: 2024.02.17 H KUNWAR 12:21:38 +05'30' Priyanka Kunwar Company Secretary

VPM

VAPI ENTERPRISE LTD. (Formerly known as VAPI PAPER MILLS LTD.)

___________________ Regd. Off.213 UDYOG MANDIR, PITAMBER LANE, MAHIM (WEST), MUMBAI 400016 TEL: 98200 68363 / 022-24449753 E-MAIL : vapipaper@gmail.com / vapienterpriseltd@gmail.com Website : www. vapienterprise.com CIN No. L21010MH1974PLC032457

POSTAL BALLOT NOTICE

Pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Member(s),

Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions of the Companies Act, 2013, as amended (“the Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (“the Management Rules”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs, Government of India (“the MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below, be passed by the members of the Company (as on the Cut-off Date), through postal ballot (“the Postal Ballot”) only by way of remote e-voting (“e-voting”) for the following special resolutions:

Sr.No.	Particulars
1.	Appointment of Mrs. Mamta Rajan Gupta(DIN 06827576) as an Independent Director

An Explanatory Statement pertaining to the said resolutions setting out the material facts and the reasons / rationale thereof form part of this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose email address is registered with the Company /Depository Participant(“DP”).

The Board has appointed Mr.Bhavesh Chheda, (Membership No. FCS 48035) (CP No. 24147) Practicing Company Secretaries, as the scrutinizer (“Scrutinizer”) for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Management Rules, Regulation 44 of the LODR Regulations, and SS-2, the Company has provided e-voting facility to its members to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the Bigshare Services Private Limited for facilitating e-voting.

Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice.

The e-voting facility will be available during the following period:

Commencement of e-voting period	9.00 a.m. IST on Wednesday, February 21, 2024
Conclusion of e-voting period	5.00 p.m. IST on Thursday, March 21, 2024
Cut-off date for eligibility to vote	Friday, February,16th 2024

The e-voting facility will be disabled by Bigshare Services Private Limited immediately after 5.00 p.m. IST on Thursday, March 21, 2024, and will be disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result will be announced within 48 hours from the conclusion of the e-voting period i.e. on or before 5.00 PM IST on Saturday, March 23, 2024. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date of e-voting, i.e. March 21, 2024, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

RESOLUTIONS

Item no. 1 - Appointment of Mrs.Mamta Gupta (DIN: 06827576) as an Independent Director

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under, the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof for the time being in force), in accordance with the provisions of Articles of Association of the Company, MRS.MAMTA GUPTA (DIN: 06827576) , who was appointed as an Additional Director (Category: Non-Executive Independent Director) of the Company by the Board of Directors with effect from 28[th] December,2023 and who holds office up to the date of the ensuing subject to the approval of the shareholders to be obtained within three months hereof, in terms of Section 161 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company for a period of 5 (Five) Years till 27[th] December,2028, not liable to retire by rotation.”

“RESOLVED FURTHER THAT any Director or the Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient for appointment of MRS.MAMTA GUPTA (DIN: 06827576) ,as a Non-Executive Independent Director of the Company.”

By order of the Board of Directors for Vapi Enterprise Limited

SD/-

Priyanka Kunwar Company Secretary

Date:10.02.2024 Place:Mumbai

Notes :

1.This Postal Ballot Notice is being sent to the members whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and whose email address is registered with the Company / Depository Participant(s), as on February 16, 2024 (“the Cut-off Date”). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the LODR Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system.

1. Once the vote on the resolution is cast by the member, he / she shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to their shares of the paidup equity share capital of the Company as on February 16, 2024, being the Cut-off Date fixed for the purpose.

2. The resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., March 21 2024. Further, resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a general meeting of the members.

3. The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny of the e-voting, and the result of the e-voting by Postal Ballot will be announced within 48 hours from the conclusion of e-voting i.e. on or before 5.00 PM IST on Saturday, March 23, 2024 and will also be displayed on the Company website www.vapienterprise.ltd and communicated to the stock exchanges and Registrar and Share Transfer Agent (RTA).

4. All material documents referred to in the explanatory statement will be available for inspection only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e. March 21, 2024. Members may send their requests to vapienterpriseltd@gmail.com or vapipaper@gmail.com from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period.

5. Members holding shares in electronic mode, who have not registered their email addresses are requested to register their email addresses with their respective Depository Participant (DP).

6. Members holding shares in physical mode are requested to update their email addresses with the Company’s RTA investor@bigshareonline.com

EXPLANATORY STATEMENT

Annexed to the Notice dated 10[th] February, 2024 Item No. 2

The Board of Directors of the Company (‘the Board’) at the meeting held on 10th February, 2024, on the recommendation of the Nomination & Compensation Committee (‘the Committee’), recommended for the approval of the Members, the appointment of Mrs.Mamta Gupta as a NonExecutive Independent Director of the Company, as set out in the Resolution.

Mrs.Mamta Gupta, pursuant to Section 152 of the CompaniesAct, 2013 (‘the Act’), has given her consent to act as a Director of the Company, and requisite Notice, pursuant to Section 160 of the Act, proposing her appointment as a Director of the Company has been received. Declaration has also been received from Mrs.Mamta Gupta that she meets the criteria of independence prescribed under Section 149 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

She served as a senior partner in firm of Chartered Accountants in Vapi, M/s. G. B. laddha & Co.LLP, from 2011 to 2020 leading the Audit and GST Compliance department of the Firm and was also handling the management of Income Tax department of the Firm.

She has an extensive experience of over 16 years of practice in the field of Auditing, Accountancy, Domestic and international Taxation and handled many Statutory Audits and Tax Audits of various Corporate/ Multinational Entities and Non-Corporate Entities.

Her Expertise lies in Management cum System Audit, Plant Audit, Internal Audits, GST Audit and consulting, Tax Audit, Tax Planning and Consulting, Companies Audit and consultancy, International and Non-Resident Taxation, Certification, Transfer Pricing Reporting, FEMA Guidance, Tax Assessment and Appeals.

Mrs. Mamta Gupta is not related to any Director of the Company. None of the Directors and Key Managerial Personnel of the Company, or their relatives, is interested in this Resolution.

The Board recommends this Special Resolution for your approval.

E-VOTING INTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER:

• i. The voting period begins on Wednesday, 21st February,2024 and ends on Thursday 21st March,2024. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 16[th] February,2024 may cast their vote electronically. The e-voting module shall be disabled by Bigshare for voting thereafter.

• ii. 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.

• iii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

• Pursuant to above said SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

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Type of Login Method
shareholders
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
Individual
page without any further authentication. The users to login Easi /Easiest are
Shareholders
requested to visit CDSL website www.cdslindia.com and click on login icon & New
holding
securities in System Myeasi Tab and then use your existing my easi username & password.
Demat mode
2) After successful login the Easi / Easiest user will be able to see the e-Voting option
with CDSL
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 BIGSHARE the e-Voting service provider and you will be re-
directed to i-Vote website for casting your vote during the remote e-Voting
period. Additionally, there is also links provided to access the system of all e-
Voting Service Providers i.e. BIGSHARE , 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/myeasitoken/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a link 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 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. Click on BIGSHARE
and you will be re-directed to i-Vote website for casting your vote during the
remote e-voting period.
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:
Individual
https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
Shareholders
the home page of e-Services is launched, click on the “Beneficial Owner” icon
holding
securities in under “Login” which is available under ‘IDeAS’ section. A new screen will open.
demat mode You will have to enter your User ID and Password. After successful authentication,
with NSDL 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 BIGSHARE and you will be re-directed to i-
Vote website for casting your vote during the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit demat account
number hold with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or e-Voting
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service provider name BIGSHARE and you will be redirected to i-Vote website
for casting your vote during the remote e-Voting period.
Individual
Shareholders You can also login using the login credentials of your demat account through your
(holding Depository Participant registered with NSDL/CDSL for e-Voting facility. After
securities in Successful login, you will be able to see e-Voting option. Once you click on e-Voting
demat mode) option, you will be redirected to NSDL/CDSL Depository site after successful
login through authentication, wherein you can see e-Voting feature. Click on company name or
their e-Voting service provider name and you will be redirected to e-Voting service
Depository provider website for casting your vote during the remote e-Voting period.
Participants
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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 withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL		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

- 2. Login method for e Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “LOGIN” button under the ‘INVESTOR LOGIN’ section to Login on E-Voting Platform.

• Please enter you ‘USER ID’ (User id description is given below) and ‘PASSWORD’ which is shared separately on you register email id.

• Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.

• Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.

• Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

• Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

• Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE : If Shareholders are holding shares in demat form and have registered on to e- Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ INVESTOR LOGIN ’ tab and then Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ Reset ’.

(In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

VOTING METHOD FOR SHAREHOLDERS ON I-VOTE E-VOTING PORTAL:

• After successful login, Bigshare E-voting system page will appear.

• Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• Select event for which you are desire to vote under the dropdown option.

• Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.

• Cast your vote by selecting an appropriate option “ IN FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.

• Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

• Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

CUSTODIAN REGISTRATION PROCESS FOR I-VOTE E-VOTING WEBSITE:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-Voting Platform.

• Enter all required details and submit.

• After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .

• NOTE : If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ CUSTODIAN LOGIN ’ tab and further Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ RESET .

• (In case a custodian is having valid email address, Password will be sent to his / her registered e-mail address).

VOTING METHOD FOR CUSTODIAN ON I-VOTE E-VOTING PORTAL:

• After successful login, Bigshare E-voting system page will appear.

INVESTOR MAPPING:

• First you need to map the investor with your user ID under “DOCUMENTS” option on custodian portal.

• Click on “DOCUMENT TYPE” dropdown option and select document type power of attorney (POA).

• Click on upload document “CHOOSE FILE” and upload power of attorney (POA) or board resolution for respective investor and click on “UPLOAD”.

Note: The power of attorney (POA) or board resolution has to be named as the “InvestorID.pdf” (Mention Demat account number as Investor ID.)

• Your investor is now mapped and you can check the file status on display.

INVESTOR VOTE FILE UPLOAD:

• To cast your vote select “VOTE FILE UPLOAD” option from left hand side menu on custodian portal.

• Select the Event under dropdown option.

• Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “UPLOAD”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

• Custodian can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under “PROFILE” option on custodian portal.

HELPDESK FOR QUERIES REGARDING E-VOTING:

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Login type Helpdesk details
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HELPDESK FOR QUERIES REGARDING E-VOTING:	HELPDESK FOR QUERIES REGARDING E-VOTING:	HELPDESK FOR QUERIES REGARDING E-VOTING:
Login type Helpdesk details
Shareholder‘s other than individual shareholders holding shares in Demat mode & Physical mode.		In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com,under download section or you can email us to ivote@bigshareonline.com or call us at: 1800 22 54 22.
		or you can email us to at: 1800 22 54 22.