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VIKAS LIFECARE LIMITED Proxy Solicitation & Information Statement 2024

Dec 20, 2024

60454_rns_2024-12-20_a422d9c8-2098-49a9-a286-610e875f2697.pdf

Proxy Solicitation & Information Statement

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Vikas Lifecare Limited

(A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

December 20, 2024

Listing Compliance Department National Stock Exchange of India Limited. Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai 400051 Fax: 022-26598235/36

NSE Symbol: VIKASLIFE

Listing Compliance Department BSE Limited. Phirozee Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001

Scrip Code: 542655

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

Dear Sir/ Madam,

Pursuant to the Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please find enclosed herewith Notice of Postal Ballot dated December 20, 2024 that has been sent to the members on December 20, 2024 for seeking their approval by means of postal ballot through remote e-voting on the following business items:

S. No Description of Resolutions
1. TO APPROVE RAISING OF FUNDS THROUGH ISSUANCE OF SECURITIES BY THE
COMPANY
2. TO INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY AND
CONSEQUENT ALTERATION IN CAPITAL CLAUSE OF THE MEMORANDUM OF
ASSOCIATIONOF THECOMPANY
3. APPOINTMENT OF MR. PARAG DADEECH (DIN: 08103407) AS DIRECTOR OF THE
COMPANY
4. APPOINTMENT OF MR. PARAG DADEECH (DIN: 08103407) AS A WHOLE-TIME
DIRECTOROF THECOMPANY

The Postal Ballot Notice has been sent to the members holding shares of the Company as on Cut-off date i.e., December 13, 2024, by e-mail to those Members who have already registered their e-mail address with their depository participant/s or the Company’s Registrar and Share Transfer Agent, M/s. Big Share Services Private Limited.

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide remote e-voting facility to its members. The e-voting facility will be available during the following period:

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited

(A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

Commencement ofe-Voting Saturday,December 21,2024(9.00AM.)
End ofe-Voting Sunday, January19,2025 (5.00PM)

We request you to kindly take the above information on record and oblige.

Yours Faithfully,

for Vikas Lifecare Limited

SUNDEEP KUMAR DHAWAN Sundeep Kumar Dhawan Managing Director DIN: 09508137

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar,RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

NOTICE OF POSTAL BALLOT

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

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS2’), General Circular No. 09/2024 dated September 19, 2024, or any other applicable Circulars issued by the Ministry of Corporate Affairs (‘MCA’) from time to time (‘MCA Circulars’), and applicable circulars issued by SEBI from time to time (‘SEBI Circulars’) and other applicable laws, each as amended, to transact the special businesses as set out hereunder by passing Special Resolution by way of Postal Ballot through remote electronic voting (‘remote e-voting’) only.

Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, the Explanatory Statements pertaining to the proposed resolutions setting out the material facts and the rationale thereof forms part of this Postal Ballot Notice (‘Notice’).

In accordance with Sections 108 and 110 of the Act read with the Rules and Regulation 44 of the SEBI Listing Regulations, the Company has engaged the services of the National Securities Depository Limited, an agency authorized by the MCA, to provide remote e-voting facility. The procedure for remote e-voting is detailed in the Notes to this Notice.

The Board of Directors of the Company has appointed M/s. Kumar G & Co., Company Secretaries as the Scrutinizer, (“Scrutinizer”) for conducting the Postal Ballot remote e-voting process in a fair and transparent manner.

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

Commencementof remote e-voting Saturday,December 21,2024(09:00am)
Conclusionof remote e-voting Sunday, January19,2025 05:00 pm)

Members are requested to read the instructions and notes carefully while expressing their assent or dissent and cast votes through remote e-voting by not later than 5.00 p.m. IST on January 19, 2025. The remote e-voting facility will be disabled by NSDL thereafter.

The Scrutinizer will submit her Report to the Company Secretary of the Company or any other person authorized by him, and the result of the remote e-voting will be announced by January 20, 2025. After declaration, the result of the Postal Ballot will be intimated to the Stock Exchange where the equity shares of the Company are listed and placed along with the Scrutinizer’s report on the Company’s website viz. www.vikaslifecarelimited.com and on the website of the National Securities Depository Limited at https://www.evoting.nsdl.com .

In accordance with Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, if approved with requisite majority, the Resolutions shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed Postal Ballot through remote e-voting i.e. Sunday, January 19, 2025.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

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Vikas Lifecare Limited

( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

SPECIAL BUSINESS;

Item of business requiring consent of shareholders through Postal Ballot (remote e-voting):

1. TO APPROVE RAISING OF FUNDS THROUGH ISSUANCE OF SECURITIES BY THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of Sections 23, 41, 42, 62, 71 and other applicable provisions, if any, of the Companies Act, 2013, and the applicable rules thereunder (the ‘Act’), , the Foreign Exchange Management Act, 1999, as amended and rules and regulations framed thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended, the Consolidated FDI Policy issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India from time to time, as in force, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended, the Depository Receipts Scheme, 2014, the Rules, Regulations, Guidelines, Notifications and Circulars, if any, prescribed by the Government of India, the Reserve Bank of India (‘RBI’), the Securities and Exchange Board of India (‘SEBI’), including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the ‘ICDR Regulations’), relevant Registrar of Companies, or by any other competent authority, whether in India or abroad, from time to time, to the extent applicable including enabling provisions of the SEBI (LODR) Regulations, 2015 (the ‘Listing Regulations’) and any other applicable law or regulation, (including any statutory amendment(s) or modification(s) or variation(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company and subject to necessary approvals, consents, permissions and/or sanctions of concerned statutory and other authorities and as may be required, and subject to such conditions as might be prescribed while granting such approvals, consents, permissions and sanctions and which may be agreed to by, the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term shall be deemed to include any Committee(s) constituted/to be constituted by the Board to exercise its powers including the powers conferred by this Resolution), be and is hereby authorized on behalf of the Company, to create, offer, issue and allot in one or more tranches, in the course of domestic and/ or international offering(s) in one or more foreign markets, by way of a public issue, preferential issue, qualified institutions placement, private placement or a combination thereof of equity shares of the Company having face value of Re. 1 (Rupees One) each or through an issuance of Global Depository Receipts (‘GDRs’), Foreign Currency Convertible Bonds (‘FCCBs’), fully convertible debentures/partly convertible debentures/ nonconvertible debentures with warrants, with a right exercisable by the warrant holder to exchange the said warrants with Equity Shares/any other securities (other than warrants), which are convertible into or exchangeable with Equity Shares, whether rupee denominated or denominated in foreign currency (hereinafter collectively referred to as the ‘Securities’) or any combination of Securities, to all eligible investors, including residents and/or non-residents and/ or institutions/ banks/ venture capital funds/alternative investment funds/foreign portfolio investors, mutual funds / pension funds, multilateral financial institutions, qualified institutional buyers and/or other incorporated bodies and/or individuals and/or trustees and/or stabilizing agent or otherwise, and whether or not such investors are Members of the Company (collectively the ‘Investors’), as may be decided by the Board in its absolute discretion and permitted under applicable laws and regulations, through one or more prospectus and/or letter of offer or circular, and/or placement document and/ or on private placement basis, at such time or times, at such price or prices, and on such terms and conditions considering the prevailing market conditions and other relevant factors wherever necessary, for, or which upon exercise or conversion of all Securities so issued and allotted, could give rise to the issue of Equity Shares aggregating (inclusive of such premium as may be fixed on the securities) not exceeding Rs. 200 Crore (Rupees Two Hundred Crore Only), in one or more tranches, including rights issue not exceeding Rs. 50 Crore (Rupees Fifty Crore) in single tranche.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

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Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

RESOLVED FURTHER THAT

  • a) the offer, issue and allotment of the Equity Shares shall be made at appropriate time or times, as may be approved by the Board subject, however, to applicable laws, guidelines, notifications, rules and regulations; and

  • b) the Equity Shares to be issued by the Company as stated aforesaid shall rank pari-passu with all existing Equity Shares of the Company, including receipt of dividend that may be declared for the financial year in which the allotment is made in terms of the applicable laws.

RESOLVED FURTHER THAT in case of a qualified institutions placement pursuant to the ICDR Regulations, the allotment of Securities (or any combination of the Securities as decided by the Board) shall only be made to Qualified Institutional Buyers within the meaning of the ICDR Regulations, such Securities shall be allotted as fully paid-up and the allotment of such Securities shall be completed within 365 days from the date of this resolution at such price being not less than the price determined in accordance with the pricing formula provided under the ICDR Regulations. The Company may, in accordance with applicable law, also offer a discount of not more than 5% or such percentage as permitted under applicable law on the floor price calculated in accordance with the pricing formula provided under the ICDR Regulations.

RESOLVED FURTHER THAT in the event that Equity Shares are issued by way of a qualified institutional placement under the ICDR Regulations, the relevant date for the purpose of pricing of the Equity Shares shall be the date of the meeting in which the Board decides to open the proposed issue of Equity Shares.

RESOLVED FURTHER THAT in the event that convertible securities and/or warrants which are convertible into Equity Shares of the Company are issued along with non-convertible debentures to qualified institutional buyers under Chapter VI of the ICDR Regulations, the relevant date for the purpose of pricing of such securities, shall be the date of the meeting in which the Board decides to open the issue of such convertible securities and/or warrants simultaneously with non-convertible debentures and such securities shall be issued at such price being not less than the price determined in accordance with the pricing formula provided under Chapter VI of the ICDR Regulations.

RESOLVED FURTHER THAT subject to applicable laws, the issue to the holders of the Securities, which are convertible into or exchangeable with Equity Shares at a later date shall be, inter alia, subject to the following terms and conditions:

  • a. in the event the Company is making a bonus issue by way of capitalization of its profits or reserves prior to the allotment of the Equity Shares pursuant to the proposed issue, the number of Equity Shares to be allotted shall stand augmented in the same proportion in which the equity shares capital increases as a consequence of such bonus issue and the premium, if any, shall stand reduced proportionately;

  • b. in the event of the Company making rights offer by issue of Equity Shares prior to the allotment of the Equity Shares, the entitlement to the Equity Shares will stand increased in the same proportion as that of the rights offer and such additional Equity Shares shall be offered to the holders of the Securities at the same price at which they are offered to the existing Members;

  • c. in the event of merger, amalgamation, takeover or any other re-organization or restructuring or any such corporate action, the number of Equity Shares, the price and the time period as aforesaid shall be suitably adjusted; and

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

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Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid Securities may have such features and attributes or any terms or combination of terms in accordance with international practices to provide for the tradability and free transferability thereof as per the prevailing practices and regulations in the capital markets including but not limited to the terms and conditions in relation to payment of dividend, issue of additional Equity Shares, variation of the conversion price of the Securities or period of conversion of Securities into Equity Shares during the duration of the Securities and the Board be and is hereby authorized, in its absolute discretion, in such manner as it may deem fit, to dispose-off such of the Securities that are not subscribed.

RESOLVED FURTHER THAT the Board be and is hereby authorized to create, issue, offer and allot such number of Equity Shares as may be required to be issued and allotted, including issue and allotment of Equity Shares upon conversion of any depository receipts or other Securities referred to above or as may be necessary in accordance with the terms of the offer, and all such Equity Shares shall be issued in accordance with the terms of the Memorandum of Association and Articles of Association and shall rank pari-passu inter-se and with the then existing Equity Shares of the Company in all respects.

RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or allotment of Equity Shares or Securities or instruments representing the same, as described above, the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary or desirable for such purpose, including without limitation, the determination of terms and conditions for issuance of Securities including the number of Securities that may be offered in domestic and international markets and proportion thereof, determination of investors to whom the Securities will be offered and allotted in accordance with applicable law, timing for issuance of such Securities and shall be entitled to vary, modify or alter any of the terms and conditions as it may deem expedient, entering into and executing arrangements for managing, underwriting, marketing, listing, trading and providing legal advice as well as acting as depository, custodian, registrar, stabilizing agent, paying and conversion agent, trustee, escrow agent and executing other agreements, including any amendments or supplements thereto, as necessary or appropriate and to finalize, approve and issue any document(s), including but not limited to prospectus and/or letter of offer and/or placement document(s) and/or circular, documents and agreements including filing of registration statements, prospectus and other documents (in draft or final form) with any Indian or foreign regulatory authority or stock exchanges and sign all deeds, documents and writings and to pay any fees, commissions, remuneration, expenses relating thereto and with power on behalf of the Company to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and take all steps which are incidental and ancillary in this connection, including in relation to utilization of the issue proceeds, as it may in its absolute discretion deem fit without being required to seek 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 for the purpose of giving effect to any offer, issue or allotment of Equity Shares or Securities or instruments representing the same, as described above, the Board be and is hereby authorized on behalf of the Company to seek listing of any or all of such Securities on one or more Stock Exchanges in India or outside India and the listing of Equity Shares underlying the GDRs on the Stock Exchanges in India.

RESOLVED FURTHER THAT

  • a. the offer, issue and allotment of the aforesaid Equity Shares shall be made at such time or times as the Board may in its absolute discretion decide, subject, however, to applicable guidelines, notifications, rules and regulations;

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

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Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

  • b. the Equity Shares to be issued by the Company as stated aforesaid shall rank pari-passu with all existing Equity Shares of the Company;

  • c. the Board be and is hereby authorized to decide and approve the other terms and conditions of the issue of the above-mentioned Equity Shares and also shall be entitled to vary, modify or alter any of the terms and conditions, including size of the issue, as it may deem expedient;

  • d. the Board be and is hereby authorized to do all such acts, deeds, matters and things including but not limited to finalization and approval of the preliminary as well as final offer document(s), placement document or offering circular, as the case may be, execution of various transaction documents, as it may in its absolute discretion deem fit and to settle all questions, difficulties or doubts that may arise in regard to the issue, offer or allotment of Securities and take all steps which are incidental and ancillary in this connection, including in relation to utilization of the issue proceeds, as it may in its absolute discretion deem fit without being required to seek 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 the Board be and is hereby authorized to engage/appoint merchant bankers, underwriters, guarantors, depositories, custodians, registrars, trustees, stabilizing agents, bankers, lawyers, advisors and all such agencies as may be involved or concerned in the issue and to remunerate them by way of commission, brokerage, fees or the like and also to enter into and execute all such arrangements, contracts/ agreements, memoranda, documents, etc., with such agencies, to seek the listing of Securities on one or more recognized stock exchange(s), as may be required.

RESOLVED FURTHER THAT subject to applicable law, the Board be and is hereby authorized to delegate all or any of its powers herein conferred by this resolution to any Committee of Director or Directors or any one or more executives of the Company to give effect to the above resolutions.”

2. TO INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT ALTERATION IN CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

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

"RESOLVED THAT pursuant to the provisions of Section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the Members be and is hereby accorded to increase the Authorized Share Capital of the Company from the present Rs. 200,00,00,000/(Rupees Two Hundred Crore Only) to Rs. 235,00,00,000/- (Rupees Two Hundred and Thirty-Five Crore Only).

RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

  • V. The Authorized Share Capital of the Company is Rs. 235,00,00,000/- (Rupees Two Hundred and Thirty-Five Crore Only) consisting of Rs. 235,00,00,000 (Two Hundred and Thirty-Five Crore ‐

  • Only) Equity Shares of face value Re.1/ (Rupee One Only) each.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

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Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

RESOLVED FURTHER THAT any director and/or company secretary of the Company be and is hereby severally authorized to do all such act(s), deed(s) and things including all forms, documents filing with Registrar of Companies as may be necessary and incidental to give effect to the aforesaid Resolution. "

3. APPOINTMENT OF MR. PARAG DADEECH (DIN: 08103407) AS DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution;

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications) or re-enactment thereof for the time being in force). Mr. Parag Dadeech (DIN: 08103407) who was appointed as Additional Director by the Board of Directors in its meeting held on November 30, 2024 in terms of Section 161 of the Companies Act 2013, and whose appointment as a Director is recommended by Nomination and Remuneration Committee and the Board of Directors of the Company, and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as Director of the Company liable to retire by rotation on such terms and conditions as may be determined by the Board of Directors of the Company from time to time.

RESOLVED FURTHER THAT any of the Directors and/or Company Secretary be and are hereby severally authorized to file pay returns/forms with the Registrar of Companies and to do all acts, deeds and things that may be necessary. proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.”

4. APPOINTMENT OF MR. PARAG DADEECH (DIN: 08103407) AS A WHOLE-TIME DIRECTOR OF THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of sections 196, 197, 198, 203, Schedule V and any other applicable provisions of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof). Articles of Association of the Company, the approval of the members of the company be and is hereby accorded for the appointment of Mr. Parag Dadeech (DIN: 08103407) as Whole Time Director of the Company for a term of five years commencing from November 30, 2024 to November 29, 2029 on payment of annually basic remuneration upto Rs. 55,00,000/- (Rupees Fifty-Five Lakhs only), to be increased by inflationary standard annually including base salary, variable pay, perquisites, various allowances, bonus & other benefits etc., and the aforesaid remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of her appointment as minimum remuneration in terms Part II of Schedule V of Companies Act, 2013, with liberty to the Board (“ Board”) to alter and vary the terms & conditions of the said appointment in such manner as may be agreed between the Board and Mr. Parag Dadeech and approved by Nomination and Remuneration Committee in terms of applicable provisions of the law.

RESOLVED FURTHER THAT Mr. Parag Dadeech, appointed as Whole Time Director of the Company shall be liable to retire by rotation and being eligible offers herself for reappointment and the reappointment as such shall not be deemed to constitute a break in her office as Whole Time Director of the Company.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

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Vikas Lifecare Limited

( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719

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Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

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RESOLVED FURTHER THAT in the event of any statutory amendment, modification or relaxation by the Central Government to schedule V to the Companies Act, 2013, or as a part of periodic review, on the basis of recommendation of Nomination and Remuneration Committee, the Board of Directors or a Committee thereof be and is hereby authorised to vary or increase the remuneration including salary perquisites, allowances, etc. and the said terms of remuneration of Mr. Parag Dadeech (DIN: 08103407) be suitably amended to give effect to such modification, relaxation or variation without any further reference to the members of the Company in general meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

By order of the Board For Vikas Lifecare Limited

Sanjay Jaiswal Company Secretary & Compliance Officer

Place: New Delhi Date: December 20, 2024

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

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Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719

Web : www.vikaslifecarelimited.com Email : [email protected]

Tel. : +91-11-40450110

NOTES

  1. The Explanatory Statement in terms of Section 102 of the Companies Act, 2013 (‘the Act’) and other applicable provisions, which sets out the details relating to the Special Businesses to be transacted through Postal Ballot, is annexed hereto.

  2. The Postal Ballot Notice is being sent only by email to those members who have registered their email address with their Depository Participant(s) (‘DPs’) or with RTA and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (‘NSDL’) / Central Depository Services (India) Limited (‘CDSL’) as on Friday, December 13, 2024 (‘Cut-off date’) in accordance with the provisions of the Companies Act, 2013 (the ‘Act’), read with Rules made thereunder and MCA Circulars. In accordance with the aforesaid MCA Circulars, physical copy of the Notice along with Postal Ballot Form and prepaid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the process of remote e-voting only.

  3. Shareholders may please note that this Notice will be available on the Company’s website at www.vikaslifecarelimited.com, website of the Stock Exchange at www.bseindia.com and www.nseindia.com on the website of NSDL at www.evoting.nsdl.com .

  4. In compliance with provisions of Section(s) 108 and 110 and other applicable provisions of the Act read with the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer Remote E-Voting facility to all the Members of the Company.

  5. E-voting period will commence on Saturday, December 21, 2024 at 9:00 A.M. (IST) and ends on Sunday, January 19, 2025, till 5:00 P.M. (IST). During this period, Shareholders of the Company, holding equity shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, December 13, 2024, may cast their vote by Remote E-Voting. The voting rights of shareholder(s) for Remote E-voting shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. The Remote E-Voting module shall be disabled by NSDL after the prescribed date and time for voting. Once the vote on resolution is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently.

  6. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address (i) Member who have not registered their email address are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered/updated their e-mail address with the Company, are requested to register/update their e-mail address by submitting Form ISR-1 duly filled and signed along with requisite supporting documents to Registrar & Share Transfer Agent (RTA) i.e. Bigshare Services Pvt. Ltd having its office at, 302, Kushal Bazar 32-33, Nehru Place New Delhi-110019.

  7. Members are requested to notify immediately about any change in their postal address / E-mail address to their Depository Participant (DP) in respect of their shareholding in Demat mode and in respect of their physical shareholding to the Company’s Registrar and Share Transfer Agent, viz. Bigshare Services Pvt. Ltd having its office at, 302, Kushal Bazar 32-33, Nehru Place New Delhi-110019. Shareholders holding Equity Shares of the Company in physical form may register their E-mail address with the Registrar and Share Transfer agent of the Company to receive all communications by the Company by E-mail, by sending appropriate communication on [email protected].

  8. The Members who have not received any communication regarding this Postal Ballot/ Remote E- Voting for any reason whatsoever but holding shares as on cut-off date, are also entitled to vote and

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 8

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

may obtain the User ID and Password or instructions for Remote E-Voting by sending a request at e- mail of the Company viz. [email protected] or contact their Depository Participants orBigshare Services Pvt. Ltd., between 0900 Hours to 1800 Hours on all working days, except Saturday and Sunday. In case of any queries, connected with E-voting, the members may contact Bigshare Services Pvt. Ltd having its office at, 302, Kushal Bazar 32-33, Nehru Place New Delhi-110019., at email at [email protected].

  1. The Company has appointed M/s. Kumar G & Co., Company Secretaries as the Scrutinizer, (“Scrutinizer”) for conducting the Postal Ballot process, in a fair and transparent manner. The Scrutinizer will submit her report upon completion of scrutiny on the basis of Remote E-Voting data provided by National Securities Depository Limited (‘NSDL’), in a fair and transparent manner and the result of the Postal Ballot will be announced within prescribed timelines. In accordance with Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India, the Resolution, if approved with requisite majority, shall deemed to have been passed on the last date specified by the Company for E-voting i.e. Sunday, January 19, 2025. The declared results along with the report of the Scrutinizer shall be forwarded to BSE Limited and National Stock Exchange of India Limited and shall also be uploaded on the website of the Company.

  2. Members holding multiple folios / demat account shall choose the voting process separately for each folios / demat account.

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

The remote e-voting period begins on December 21, 2024 at 9:00 A.M. and ends on January 19, 2025 at 5:00 P.M. 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. December 13, 2024, 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 December 13, 2024.

- 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:

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 9

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

Type of Login Method shareholders Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Shareholders holding Viz. https://eservices.nsdl.com either on a Personal securities in demat Computer or on a mobile. On the e-Services home page click mode with NSDL. 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 or joining virtual meeting & voting during the meeting.

  1. 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

  2. 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.

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

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Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 10

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

  • Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login holding securities in through their existing user id and password. Option will be made demat mode with available to reach e-Voting page without any further

  • CDSL authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

Individual Shareholders
holding securities in
demat mode with
CDSL
1. Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available to reach e-Voting page without any further
authentication. The users to login Easi /Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon &
New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during
the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers, 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 CDSL website www.cdslindia.com and click on login
& New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. 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-VotingService Providers.
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& votingduringthe 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.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 11

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719

Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

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
990and 180022 4430
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
[email protected] or contact at toll
freeno.18002255 33

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.

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.

  1. 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 thenyour 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**
thenyour 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.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 12

Vikas Lifecare Limited

( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

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

  2. 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.

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

  4. 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.

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

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

  8. 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 on NSDL e Voting system -

  • How to cast your vote electronically 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.

    1. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.
    1. 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. 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 [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 13

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

  1. 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.

  2. 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]

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 ([email protected]).

  • 2) 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 (Company email id). If you are an Individual shareholder 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 shareholders holding securities in demat mode.

  • 3) Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  • 4) 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.

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.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 14

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND RULES RELATED THERETO

ITEM NO. 1

In view of new opportunities, expanding business and meeting day to day financial commitments would require enormous amount of finance. Hence, it is proposed to raise funds aggregating not exceeding Rs. 200 Crores in one or more tranches by way of issuance of securities, convertible instruments, FCCB, QIP/Preferential Allotment/GDR including rights issue not exceeding Rs. 50 Crores (Rupees Fifty Crores) in single tranche.

Accordingly, the Board of Directors approved the proposal of raising of fund aggregating not exceeding Rs. 200 crores (Rupees Two Hundred Crore) or its equivalent, which may be consummated in one or more tranches as may be decided by the Board of Directors or Committee of the Company from time to time, by any of the following method provided:

  • Qualified Institutions Placement, Private Placement in international markets through Depository

  • Receipts, GDRs etc;

  • Foreign Currency Convertible Bonds;

  • issue of fully convertible debentures/ partly convertible debentures/ non-convertible debentures with

  • warrants, with a right exercisable by the warrant holder to exchange the said warrants with Equity Shares;

  • Preference Shares convertible into Equity Shares;

  • Any other financial instruments or securities convertible into Equity Shares, whether rupee denominated or denominated in foreign currency or a Public Issue or any other methods.

The Board may in their discretion adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the Members of the Company. The proposed issue of capital is subject to the approvals of the by the Securities and Exchange Board of India and any other government/regulatory approvals as may be required in this regard.

In case the issue is made through a qualified institutions placement, the pricing of the Securities that may be issued to qualified institutional buyers pursuant to a qualified institutions placement shall be determined by the Board in accordance with the regulations on pricing of securities prescribed under Chapter VI of the ICDR Regulations. The resolution enables the Board to offer such discount as permitted under applicable law on the price determined pursuant to the ICDR Regulations. The Company may, in accordance with applicable law, offer a discount of not more than 5% or such percentage as permitted under applicable law on the floor price determined pursuant to the ICDR Regulations (not be less than the average of the weekly high and low of the closing prices of the equity shares quoted on a stock exchange during the two weeks preceding the Relevant Date’, less a discount of not more than 5%). Moreover, as per the same regulations, the Company shall not make any subsequent QIP until the expiry of two weeks from the date of the prior QIP made pursuant to one or more special resolutions. The Relevant Date for this purpose would be the date when the Board or a duly authorized Committee of the Board decides to open the qualified institutions placement for subscription, if Equity Shares are issued, or, in case of issuance of convertible securities, the date of the meeting in which the Board decides to open the issue of the convertible securities as provided under Chapter VI of the SEBI ICDR Regulations.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 15

Vikas Lifecare Limited

( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

The Special Resolution also seeks to give the Board powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) including institutions, incorporated bodies and/or individuals or otherwise as the Board in its absolute discretion deems fit. The detailed terms and conditions for the issue(s)/offering(s) will be determined by the Board or its committee in its sole discretion in consultation with the advisors, lead managers, underwriters and such other authority or authorities as may be necessary considering the prevailing market conditions and in accordance with the applicable provisions of law and other relevant factors.

The Equity Shares to be allotted would be listed on one or more stock exchanges in India and in case of GDR internationally. The offer/ issue/ allotment would be subject to the availability of the regulatory approvals, if any. The conversion of Securities held by foreign investors into Equity Shares would be subject to the applicable foreign investment cap and relevant foreign exchange regulations. As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures will be made to the stock exchanges as may be required under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, Section 62(1)(a) of the Act provides, inter alia, that when it is proposed to increase the issued capital of a company by allotment of further Equity Shares, such further Equity Shares shall be offered to the existing Members of such company in the manner laid down therein unless the Members by way of a special resolution in a General Meeting/ postal ballot decide otherwise. Since, the Special Resolution proposed in the business of the Notice may result in the issue of Equity Shares of the Company to persons other than existing Members of the Company, consent of the Members is also being sought pursuant to the provisions of Section 62(1) (c) and other applicable provisions of the Act as well as applicable rules notified by the Ministry of Corporate Affairs and in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Directors, therefore, recommend the special resolution, as set forth in Item No. 1 of this Notice, for approval by the Members of the Company.

The Directors and Key Managerial Personnel of the Company and relatives thereof may be deemed to be concerned or interested in the passing of resolution to the extent of securities issued/allotted to them or to the companies in which they are directors or members. Save as aforesaid, none of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

ITEM NO. 2

Considering the overall business growth and future expansion and the operational needs of the Company, the Company needs to raise funds for its operations by means of either equity or further debt. While the Company is considering the various options, it is proposed to increase the Authorised Share Capital as per applicable provisions of the Companies Act, 2013 and its corresponding rules, amendments thereof to consider option of raising equity funds as per the applicable provisions of the Companies Act, 2013 and rules made thereunder and the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the “SEBI ICDR Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations) and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI SAST Regulations), collectively known as SEBI Regulations, (including any statutory modification(s) or re-enactments(s) thereof for the time being in force) and as amended from time to time.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 16

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

It is proposed to increase the Authorised Share Capital of the Company from Rs. 200,00,00,000/(Rupees Two Hundred Crore Only) divided into 200,00,00,000/- (Two Hundred Crore Only) Equity Shares having face value of Re. 1/- each to Rs. 235,00,00,000/- (Rupees Two Hundred and Thirty-Five Crore Only) consisting of Rs. 235,00,00,000 (Two Hundred and Thirty-Five Crore Only) Equity Shares of face value Re.1/- (Rupee One Only) each.

Consequently, the existing clause V of the Memorandum of Association of the Company needs to be altered accordingly for deletion of the previous authorised share capital and substitution of the proposed increased Authorised Share Capital.

The above-mentioned increase in the Authorised Share Capital of the Company and subsequent alteration of aforesaid clause of Memorandum of Association will require approval of the Members.

The Board recommends the resolution set forth in Item No. 2 for the approval of the members. None of the Directors/Key Managerial Personnel and their relatives is concerned or interested in the passing of the aforesaid resolution(s) as mentioned at item nos. 2 above, except to the extent of their shareholding, if any.

ITEM NO. 3

In accordance with the provisions of Section 161(1) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Parag Dadeech (DIN: 08103407) was appointed as an Additional Director on the Board of the Company with effect from November 30, 2024. In terms of Section 161 of the Companies Act, 2013, they are eligible to hold office only up to the conclusion of the ensuing Annual General Meeting.

The Board based on the recommendation of Nomination and Remuneration Committee, is of the view that the appointment of Mr. Parag Dadeech as a Director of the Company is desirable and would be beneficial to the Company. Mr. Parag Dadeech is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director.

The Board of Directors recommended the appointment of Mr. Parag Dadeech, who being eligible offered herself for appointment. Every Director has to be appointed by the Company in General Meeting in terms of the provisions of Section 152 of the Companies Act, 2013. Therefore, the Board proposes to obtain the approval of shareholders by way of passing an Ordinary Resolution.

The Board recommends the resolution set forth in Item No. 3 for the approval of the members. None of the Directors or Key Managerial Personnel of the Company and/or their relatives, except Mr. Parag Dadeech is concerned or interested, financially or otherwise, in the resolution set out in the Notice, except to the extent of their shareholding, if any.

ITEM NO. 4

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of your Company in its meeting held on November 30, 2024, appointed Mr. Parag Dadeech (DIN: 08103407) as Whole Time Director of the Company w.e.f. November 30, 2024, liable to retire by rotation, for a period of five years effective from November 30, 2024 itself, subject to approval of the shareholders. The Board, while appointing Mr. Parag Dadeech as Whole Time Director of the Company, considered her background and experience.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 17

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

The Brief profile and specific areas of expertise of Mr. Parag Dadeech are provided as Annexure A to this Notice. The main terms and conditions relating to the appointment and remuneration of Mr. Parag Dadeech as Whole-Time Director of the Company are as follows:

  • 1) Term of Appointment: For a period of 5 years i.e. from November 30, 2024 to November 29, 2029.

  • 2) Nature of Duties: The Whole-Time Director shall devote her whole time and attention to the business of the Company and perform such duties as may be entrusted to her by the Board from time to time and separately communicated to her and exercise such powers as may be assigned to her, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.

  • 3) Remuneration: Current basic salary upto Rs. 55,00,000/- (Rupees Fifty-Five Lakhs Only) per annum Plus variable pay, perquisites, various allowances, bonus & other benefits etc., if any, to be increased by inflationary standard annually based on the recommendations of the Nomination and Remuneration Committee (‘NRC’). The recommendation of NRC will be based on Company performance and individual performance.

  • 4) Minimum Remuneration: Notwithstanding anything to the contrary herein contained where in any financial year during the tenure of Mr. Parag Dadeech, the Company has no profits or its profits are inadequate, the Company will pay her aforesaid remuneration as minimum remuneration in terms Part II of Schedule V of Companies Act, 2013 by way of salary, benefits and perquisites and allowances, bonus etc. as approved by the Board.

  • 5) Other Terms of Appointment: a) The Whole-Time Director, so long as she functions as such, undertakes not to become interested or otherwise concerned, directly or through her spouse and/or children, in any selling agency of the Company.

  • b) The terms and conditions of the appointment of the Whole-Time Director and/or this Agreement may be altered and varied from time to time by the Board as it may, in its discretion deem fit, irrespective of the limits stipulated under Schedule V to the Act or any amendments made hereafter in this regard in such manner as may be agreed to between the Board and the Whole- Time Director, subject to such approvals as may be required.

  • c) All Personnel Policies of the Company and the related rules which are applicable to other employees of the Company shall also be applicable to the Whole-Time Director unless specifically provided otherwise.

  • d) The appointment may be terminated earlier, without any cause, by either Party by giving to the other Party six months’ notice of such termination or the Company paying six months’ remuneration which shall be limited to provision of Salary, Benefits, Perquisites, Allowances and any pro-rated Bonus/ Performance Linked Incentive/ Commission (paid at the discretion of the Board), in lieu of such notice. Further, the employment of the WholeTime Director may be terminated by the Company without notice or payment in lieu of notice, if he is found guilty of any gross negligence, default or misconduct in connection with or affecting the business of the Company or in the event of any serious or repeated or continuing breach (after prior warning) or non-observance by him of any of the stipulations, instructions of the Board or in the event the Board expresses its loss of confidence in the Whole-Time Director.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

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Vikas Lifecare Limited

( A NSE / BSE Listed Company ) CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

  • e) The terms and conditions of appointment of Whole-Time Director also include clauses pertaining to adherence to the Company’s Code of Conduct, protection and use of intellectual property, noncompetition, non-solicitation post termination of agreement and maintenance of confidentiality etc. In compliance with the provisions of Section 196, 197, 203 and other applicable provisions of the Act, read with Schedule V to the Act as amended, and based on the recommendation of the Board and the Nomination and Remuneration Committee, approval of the Members is sought for the appointment and remuneration of Ms. Bhawna Sharma as Whole Time Director as set out above.

The Board recommends the resolution set forth in Item No. 4 for the approval of the members.

None of the Directors or Key Managerial Personnel of the Company and/or their relatives, except Mr. Parag Dadeech is concerned or interested, financially or otherwise, in the resolution set out in the Notice, except to the extent of their shareholding, if any.

By order of the Board

For Vikas Lifecare Limited

Sanjay Jaiswal Company Secretary & Compliance Officer

Place: New Delhi Date: December 20, 2024

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

Page | 19

Vikas Lifecare Limited

( A NSE / BSE Listed Company )

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==> picture [27 x 11] intentionally omitted <==

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CIN : L25111DL1995PLC073719 Web : www.vikaslifecarelimited.com Email : [email protected] Tel. : +91-11-40450110

Annexure-A

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

[Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Secretarial Standard-2 on General Meeting

Particulars Mr.ParagDadeech
DIN 08103407
Date of Birth and Age 07-08-1969
Nationality Indian
Date of first appointmenton theBoard 30-11-2024
Qualification MasterofScience
Experience and Expertise 29 years’ experience in the field of Business
Administration, Accounts and other allied
matters.
Directorship held in other Companies
(excluding
foreign
Companies,
Private
CompaniesandSection8 Companies)		 Nil
Chairmanship/ Membership of Committees
in other Companies
(only two Committees viz. Audit Committee
and Stakeholders Relationship Committee
havebeenconsidered)		 Nil
Relationship with other directors, manager
and other key managerial personnel of the
Company		 NA
No. ofsharesheld Nil
Number of meetings attended during the
year		 Nil
Terms & conditions of appointment/ re-
appointment		 The details have been provided in the
Resolution forming partof thisNotice.
Remuneration sought to be paid and
remuneration last drawn		 The details have been provided in the
Resolution forming partof thisNotice.

Regd. Office : Vikas House, 34/1, Vikas Path, East Punjabi Bagh, New Delhi - 110026 Factory I : G-83,Vigyan Nagar, RIICO Indl. Area, Shahjahanpur, Dist. Alwar, Rajasthan – 301706 Factory II : Plot No. 193, Revenue Survey No. 93, Baikampady, Dist. Dakshina Kannada, Mangaluru, Karnataka - 575011

Vikas Lifecare Limited _Postal Ballot Notice

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