Vindhya Telelinks Ltd. — AGM Information 2021

Aug 27, 2021

Vindhya Telelinks Limited

Regd. Office: Udyog Vihar. P.O. Chorhata. Rewa - 486 006 (M.P.) India. Tel. : (07662) 400400 · Fax: (07662) 400591 E-Mail: headoffice@vtlrewa.com · Website: www.vtlrewa.com PAN No. AAACV7757J · CIN No. L31300MP1983PLC002134 GSTIN: 23AAACV7757Jl ZO

VTL/ CS/21-22

BSE Ltd. Corpor ate Relationship Department 1st Floor, New Trading Ring, Rotunda Building P.J.Towers, Dalal Str eet , Fort, MUMBAI-400 001

27 AUG 2021

The Manager, Listing Department, The National Stock Exchange of India Ltd, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), MUMBAI-400 051

Company's Scrip Code: 517015

Company's Scrip Code: VINDHYATEL

Dear Sirs,

Sub: Intimation under Regulation 30(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with the Regulation 30(2) of SEBI (Listing Obligations and Disclosur e Requ irements) Regulations, 2015, we are en closing herewith Notice of the 38th Annual General Meeting (AGM) of the Members of the Company to be held on Thursday, the 23rd September, 202 1 at 1 1.30 A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Ch orh ata, Rewa - 486 006 (M.P.) to transact the businesses as set out in th e Notice of the AGM.

Th is is for your information and record .

Yours faithfully, For Vindhya Telelinks Limited

(Dinesh Kapoor) -;. ;:; Company Secretary ~ .(>

* Encl: As above

NOTICE

NOTICE is hereby given that the Thirty Eighth Annual General Meeting (AGM) of the Members of Vindhya Telelinks Limited will be held on Thursday, the September 23, 2021 at 11.30 A.M. at the Registered Offi ce of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.) to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt:
  • (a) the audited Financial Statements of the Company for the fi nancial year ended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon; and
  • (b) the audited Consolidated Financial Statements of the Company for the fi nancial year ended March 31, 2021 and the Report of Auditors thereon.
• 1. To declare dividend on equity shares for the fi nancial year ended March 31, 2021.
• 1. To appoint a Director in place of Shri Dilip Ganesh Karnik (DIN: 06419513), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. To consider and if thought fi t, to pass, with or without modifi cation(s), the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory amendment(s), modifi cation(s) or re-enactment thereof for the time being in force), the remuneration payable to Messrs D. Sabyasachi & Co., Cost Accountants (Registration No. 000369), appointed as the Cost Auditors by the Board of Directors, on the recommendation of the Audit Committee, for conducting the audit of the cost accounting records of the Company for the fi nancial year ending on March 31, 2022, amounting to ` 75,000/- (Rupees Seventy Five Thousand) only plus reimbursement of applicable Goods and Service Tax and actual out of pocket and travelling expenses incurred that may be incurred in connection with audit of cost accounting records of the Company, be and is hereby ratifi ed and confi rmed.

FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorised to do all acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient to give effect to this Resolution."

P.O.Chorhata, Rewa - 486 006 (M.P.)

Registered Offi ce: By Order of the Board of Directors Udyog Vihar, For Vindhya Telelinks Limited

Y.S. Lodha June 29, 2021 Managing Director & CEO

NOTES FOR MEMBERS' ATTENTION

• 1. The Explanatory Statement setting out the material facts pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Annual General Meeting is annexed hereto.
• 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING ("AGM") THROUGH PHYSICAL PRESENCE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF OR HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument appointing Proxies, in order to be effective, must be received in the annexed Proxy Form at the Registered Offi ce of the Company not less than forty eight (48) hours before the time fi xed for commencement of the AGM, i.e. by 11.30 A.M. on September 21, 2021.

A person shall not act as Proxy on behalf of members for more than Fifty (50) in number and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or member.

1. Members/Proxies are requested to deposit the Attendance Slip duly fi lled in and signed for attending the AGM. In case of joint holders attending the AGM, only one such joint holder whose name appears fi rst in the joint holders list will be entitled to vote. Corporate members, Societies, etc. intending to attend the AGM through their authorised representatives are requested to send to the Company, a certifi ed copy of the Board Resolution, Power of Attorney or such other valid authorisations, authorising them to attend and vote on their behalf at the AGM. Members who hold shares in dematerialised form are requested to bring their DP I.D. and Client I.D. No. for easier identifi cation of attendance at the AGM.

• 1. During the period beginning twenty-four (24) hours before the time fi xed for the commencement of the AGM and ending with the conclusion of the AGM, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the Company. All relevant documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection by the Members at the Registered Offi ce of the Company during normal business hours on all working days except Saturdays, upto and including the date of the AGM. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection during the AGM at the Registered Offi ce of the Company.
• 1. Members of the Company had approved appointment of Messrs BGJC & Associates LLP, Chartered Accountants, as the Statutory Auditors at the 37th (Thirty Seventh) Annual General Meeting of the Company held on August 18, 2020 for a term of fi ve (5) consecutive years. The amended provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 by the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively, omitted the provisions relating to annual ratifi cation of the Auditors with effect from May 7, 2018. As such, the appointment of Auditors is not required to be ratifi ed each year at the Annual General Meeting of the Company and accordingly, Messrs BGJC & Associates LLP, Chartered Accountants (Registration No.003304N/N500056) hold offi ce for a consecutive period of fi ve (5) years until the conclusion of 42nd (Forty Second) Annual General Meeting of the Company to be held for the fi nancial year 2024-25 without following the requirement of ratifi cation of their appointment every year.
• 1. The Register of Members and Share Transfer Books of the Company shall remain closed from Friday, the September 17, 2021 to Thursday, the September 23, 2021 (both days inclusive) for the purposes of the AGM and determining the names of members eligible for dividend on equity shares, if declared at the AGM.
• 1. If the dividend as recommended by the Board of Directors is declared at the AGM, payment of such dividend will be made on or before October 22, 2021 as under:
  • (a) To all Benefi cial Owners in respect of shares held in dematerialised form as per the data as may be made available by the National Securities Depository Limited and the Central Depository Services (India) Limited as of the close of business hours on September 16, 2021; and
  • (b) To all Members in respect of shares held in physical form as per Register of Members as on September 16, 2021, after giving effect to valid transmission/transposition or transfers, if any, in respect of transfer requests lodged with the Company on or before the close of business hours on September 16, 2021.
• 1. As per the Income Tax Act, 1961, as amended by the Finance Act, 2020, dividends paid or distributed by the Company after April 1, 2020 shall be taxable in the hands of the Shareholders. Your Company shall, therefore, be required to deduct tax at source at the time of making the payment of the Dividend as recommended by the Board of Directors and declared by the members in the Annual General Meeting (AGM). The members are requested to refer the governing provisions of the Income Tax Act, 1961 and rules made thereunder for the prescribed rates of tax deduction at source for various categories. The relevant provisions to this effect under the Income Tax Act, 1961 are succinctly given herein:
  • (i) For Resident Shareholders, tax shall be deducted at source under Section 194 of the Income Tax Act, 1961 at 7.50% on the amount of dividend, if Permanent Account Number (PAN) is provided by the Shareholders to the Company. If no PAN is provided, then the tax shall be deducted at source at 20% as per Section 206AA of the Income Tax Act, 1961. However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by such resident individual shareholders of the Company during Financial Year 2020-21 does not exceed ` 5,000/-. In cases where the shareholder provides Form 15G (applicable to any person other than a company or a fi rm)/Form 15H (applicable to an Individual above the age of 60 years) as notifi ed under Income Tax Rules, 1962, provided that all the required eligibility conditions are met, no tax will be deducted at source.
  • (ii) For Foreign Portfolio Investor (FPI) category Shareholders, tax shall be deducted at source under Section 196D of the Income Tax Act, 1961 at 20% on the amount of dividend payable.
  • (iii) For other Non-resident Shareholders, tax is required to be deducted in accordance with the provisions of Section 195 of the Income Tax Act, 1961, at the rates in force. Accordingly, as per the relevant provisions of the Income Tax Act, 1961, the tax shall be deducted at the rate of 20% on the amount of dividend payable to them. However, as per Section 90(2) of the Income Tax Act, 1961, the non-resident shareholder has the option to be governed by the provisions of the Double Tax Avoidance Agreement (tax treaty) between India and the country of tax residence of the concerned shareholder, if the tax treaty provisions are more benefi cial. For this purpose, i.e. to avail a lower rate of deduction of tax at source under an applicable tax treaty, such non-resident shareholders will have to provide the followings:
    • (a) Self-attested copy of the PAN allotted by the Indian Income Tax authorities;
    • (b) Self-attested copy of Tax Residency Certifi cate (TRC) obtained from the tax authorities of the country of which the shareholder is resident. In case, the TRC is furnished in a language other than English, the said TRC shall have to be

translated from such other language to English language and thereafter duly notarized and apostilled copy of the TRC shall have to be provided to the Registrar and Share Transfer Agents of the Company;

• (c) Self-declaration in Form 10F as notifi ed under Income Rules, 1962 if all the details required in this form are not mentioned in the TRC; and
• (d) Self-declaration (attached herewith) by the non-resident shareholder as to:
  • Eligibility to claim tax treaty benefi ts based on the tax residential status of the shareholder, including having regard to the Principal Purpose Test (if any), introduced in the applicable tax treaty with India;
  • No Permanent Establishment / fi xed base in India in accordance with the applicable tax treaty;
  • Shareholder being the benefi cial owner of the dividend income to be received on the equity shares; and
  • Shareholder has no reason to believe that its claim for the benefi ts under the tax treaty is impaired in any manner.
• (iv) TDS to be deducted at higher rate in case of non-fi lers of return of income: Section 206AB of the Income Tax Act, 1961 has been made effective from July 1, 2021, which provides that where tax is required to be deducted at source on any sum or income or amount paid, or payable or credited, by a person to a specifi ed person, the tax shall be deducted at the higher of the following rates, namely:
  • (a) at twice the rate specifi ed in the relevant provision of the Income Tax Act, 1961; or
  • (b) at twice the rate or rates in force; or
  • (c) at the rate of 5% as prescribed in the said section.

If the provisions of Section 206AA of the Income Tax Act, 1961 is applicable to a specifi ed person, in addition to the provision of Section 206AB of the Income Tax Act, 1961, the tax shall be deducted at higher of the two rates provided in Section 206AB and Section 206AA of the Income Tax Act, 1961.

The "specifi ed person" means a person who has not fi led the returns of income for both of the two assessment years relevant to the two previous years immediately prior to the previous year in which tax is required to be deducted, for which the time limit of fi ling return of income under sub-section (1) of Section 139 of the Income Tax Act, 1961 has expired; and the aggregate of tax deducted at source and tax collected at source in his case is ` 50,000 or more in each of these two previous years. The specifi ed person shall not include a non-resident who does not have a permanent establishment in India.

In order to enable the Company to determine the appropriate tax rate at which tax has to be deducted at source under the respective provisions of the Income Tax Act, 1961 and rules made thereunder, eligible shareholders are requested to provide the above-mentioned details and documents as applicable on or before September 16, 2021. The dividend, if declared at the Annual General Meeting, will be paid after deduction of tax at source as determined on the basis of the aforementioned documents provided by the respective shareholders as applicable to them and being found to be satisfactory. The Company is not obligated to apply the benefi cial tax treaty rates at the time of deduction of tax at source on the dividend amount, which shall depend upon the completeness and satisfactory review by the Company of the documents submitted by the Non-resident Shareholders.

The members holding equity shares of the Company under multiple accounts and/or different status/category and single PAN, may note that higher of tax as applicable to the status in which equity shares held under a PAN will be considered on their entire holding in different accounts.

Note: All the above referred tax rates shall be duly enhanced by the applicable surcharge and cess, wherever applicable.

It may be noted that the aforementioned documents are required to be submitted to Company's Registrar and Share Transfer Agents (RTA), Messrs Link Intime India Private Limited at its dedicated link mentioned below - https://linkintime. co.in/formsreg/submission-of-form-15g-15h.html on or before September 16, 2021 at 17:00 Hrs Indian Standard Time (IST) in order to enable the Company to determine and deduct appropriate TDS / withholding tax rate.

No communication on the tax determination/deduction in respect of the said dividend shall be entertained post September 16, 2021 at 17:00 Hrs. It may be further noted that in case the tax on said dividend is deducted at a higher rate in absence of receipt of the aforementioned details/documents from an eligible shareholder, there would still be an option available with such shareholder to fi le the return of income and claim an appropriate refund, if eligible. All communications/ queries in this respect should be addressed and sent to Company's Registrar and Share Transfer Agents, Messrs Link Intime India Private Limited at its email address vtldivtax@linkintime.co.in. The Company shall arrange to email a soft copy of TDS certifi cate to the concerned shareholders at their registered email addresses in due course.

Disclaimer: This Communication is not to be treated as an advise from the Company or its affi liates or Link Intime India Private Limited. Shareholders should obtain the tax advise related to their tax matters from a tax professional.

• 1. Members holding shares in dematerialised form may please note that their bank account details as furnished by the respective depositories to the Company will be considered for payment/remittance of dividend as per the applicable regulations of the Depositories. The Company or its Registrar and Share Transfer Agents will neither entertain nor act on any direct request from such members for change/deletion in such bank account details. Further, instructions, if any, already given by them in respect of shares held in physical form, will not be automatically applicable to the dividend to be paid on shares held in dematerialised form. Members may therefore, give instructions regarding bank account details in which they wish to receive dividend to the Depository Participants. Members holding shares in physical form are requested to advise any change in their address or bank mandates to the Company/Registrar and Share Transfer Agents. In the event the Company is unable to pay the dividend to certain Members directly in their bank account through Electronic Clearing Service (ECS) or any other means due to non-registration of the Electronic Bank Mandate, the Company shall despatch the Dividend Warrant/Bankers Cheque/Demand Draft to such Members as per prevailing law. Members may further note that as per amended Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed with effect from April 1, 2019 unless the securities are held in the dematerialized form with a Depository. Members are therefore advised to dematerialise their holding for facilitating the transfer of shares.
• 1. Non-resident Indian Members are requested to inform Depositories / Registrar and Share Transfer Agents, as the case may be, immediately of:
  • (i) the change in the residential status on return to India for permanent Settlement; and
  • (ii) the particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
• 1. Members who have so far not claimed or encashed the dividend warrant(s) for the fi nancial year ended March 31, 2014 or any subsequent fi nancial years, are requested to write to the Company or its Registrar and Share Transfer Agents, viz. Messrs Link Intime India Pvt. Ltd. for issuance of demand draft in lieu of unencashed/unclaimed dividend warrant, if any. The Company is required to transfer the unclaimed dividends of the fi nancial year 2013-14 to the Investor Education and Protection Fund (IEPF) established by the Central Government, on completion of seven year period from the date of transfer of the dividend to Unpaid Dividend Account. In case of those members who have not claimed or encashed the dividend warrant(s) consecutively for last seven consecutive fi nancial years from 2013-14, the Company will proceed to transfer the respective shares to Investor Education and Protection Fund (IEPF) account in terms of IEPF rules. In this regard, the Company has individually informed the shareholders concerned and also published notice in the newspapers as per the IEPF rules. The details of such shareholders and shares due for transfer are uploaded on the "Investors Section" of the website of the Company www.vtlrewa.com. In case, where there is a specifi c order of the Court or Tribunal or statutory authority restraining any transfer of such shares and payment of dividend or where such shares are pledged or hypothecated under the provisions of Depositories Act, 1996, the company shall not transfer such shares to the Fund. The procedure for claiming the shares from IEPF is mentioned in the Corporate Governance Report which is a part of this Annual Report.
• 1. This Notice of the AGM along with the Attendance Slip, Proxy Form, Route map of the venue of the Meeting and the Annual Report 2020-21 of the Company are being sent by e-mail to all the members whose e-mail addresses (IDs) are registered with the Company/Depository Participant(s) unless any member has requested for a hard /physical copy of the same. For members who have not registered their e-mail addresses, physical copies of the aforesaid documents are being sent by the permitted mode. Members, who wish to update or register their e-mail addresses, in case of Demat holding, may please contact the Depository Participant (DP) and register their e-mail address, as per the process advised by the DP; and in case of Physical holding, may send a request to the Registrar and Share Transfer Agents of the Company - Messrs Link Intime India Pvt. Ltd. at rnt.helpdesk@linkintime.co.in providing Folio No., Name of shareholder, scanned copy of the share certifi cate (front and back), PAN (self-attested scanned copy), AADHAR (self-attested scanned copy). Any person who acquires shares of the Company and becomes member of the Company after dispatch of the Notice and holding shares at the cut-off date i.e. September 16, 2021, may obtain login id and password by sending a request at helpdesk.evoting@cdslindia.com.
• 1. Members desirous of obtaining any information on Annual Financial Statements of the Company at the AGM are requested to write to the Company atleast One Week (7 days) before the date of the AGM, so that the information required may be made available at the AGM.
• 1. Members are requested to note that the Company's shares are under compulsory demat trading for all the investors. Therefore, the members holding equity shares of the Company in physical form are advised to dematerialize their shareholdings. The Company has connectivity from NSDL and CDSL and equity shares of the Company may be held in the electronic form with any Depository Participant (DP) with whom the members/investors are having their demat account. The ISIN No. for the Equity Shares of the Company is INE707A01012. In case of any query/diffi culty in any matter relating thereto may be addressed to the Company's Registrar and Share Transfer Agents.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of, interalia, Permanent Account Number (PAN) by every participant in securities market. Members holding shares in dematerialised form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form should submit their PAN card copy and the bank account details (original cancelled cheque leaf or attested bank

Further, pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, the members are entitled to make nominations in respect of shares held by them in PHYSICAL FORM. The members desirous of making nominations are requested to send their requests in FORM SH-13 to the Company's Registrar and Share Transfer Agents.

• 1. Information pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) in respect of the Director seeking re-appointment at the ensuing Annual General Meeting are furnished in the Explanatory Statement which is annexed to the Notice and forms an integral part of the Notice. The Director has furnished the requisite consent/ declaration for his re-appointment.
• 1. Messrs Link Intime India Pvt. Ltd., C-101, 247, Park, L.B.S. Marg, Vikhroli (West), Mumbai 400 083 continues to act in the capacity of Registrar and Share Transfer Agents of the Company. Messrs Link Intime India Pvt. Ltd. is also the depository interface of the Company with both NSDL and CDSL. Members are requested to address all correspondences, including dividend matters, to the said Registrar and Share Transfer Agents.
• 1. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), the Company is providing facility of Remote e-Voting ("Remote e-Voting is the facility of casting the votes by the Members using an electronic voting system for a place other than venue of the AGM on resolutions proposed to be considered at the AGM and as such all business may be transacted through Remote e-Voting") to its Members in respect of the business to be transacted at the AGM.

19. CDSL e-Voting System – For Remote e-Voting

• I. The Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized Remote e-Voting's agency. The Members who have cast their votes by Remote e-Voting prior to the AGM may also attend the AGM but shall not be entitled to cast their votes again.
• II. The Notice calling the AGM has been uploaded on the website of the Company at www.vtlrewa.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com.

INSTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
• Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
• (i) The Remote e-Voting period begins on Sunday, the September 19, 2021 at 9.00 A.M. and ends on Wednesday, the September 22, 2021 at 5.00 P.M. During this period, Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 16, 2021 may cast their vote electronically. The Remote e-Voting module shall be disabled by CDSL for voting thereafter. A person who is not a member as on the cut-off date should treat this Notice of AGM for information purposes only. The voting rights of the members shall be reckoned in proportion to their shareholding in the total paid-up equity share capital of the Company as on the cut-off date i.e. September 16, 2021.
• (ii) Shareholders who have already voted prior to the AGM date would not be entitled to vote at the meeting venue.
• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide Remote e-Voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple Remote e-Voting service providers (ESPs) providing Remote 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 effi ciency of the voting process, pursuant to a public consultation, it has been decided to enable Remote 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 Remote e-Voting process.

VTL

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

Pursuant to abovesaid SEBI Circular, Login method for Remote e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holdingsecurities in Demat mode withCDSL	(1)Users who have opted for CDSL Easi / Easiest facility, can login through theirexisting user id and password. Option will be made available to reach Remotee-Voting page without any further authentication. The URL for users to loginto Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visitwww.cdslindia.com and click on Login icon and select New System Myeasi.
	(2)After successful login the Easi / Easiest user will be able to see the Remotee-Voting option for eligible companies where the Remote e-Voting is in progress asper the information provided by company. On clicking the Remote e-Voting option,the user will be able to see Remote e-Voting page of the Remote e-Voting serviceprovider for casting your vote during the Remote e-Voting period. Additionally,there is also links provided to access the system of all Remote e-Voting ServiceProviders i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit theRemote e-Voting service providers' website directly.
	(3)If the user is not registered for Easi/Easiest, option to register is available athttps://web.cdslindia.com/myeasi/ Registration/EasiRegistration.
	(4)Alternatively, the user can directly access Remote e-Voting page by providingDemat Account Number and PAN No. from a Remote e-Voting link available onwww.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending OTP on registeredMobile & E-mail as recorded in the Demat Account. After successful authentication,user will be able to see the Remote e-Voting option where the Remote e-Votingis in progress and also able to directly access the system of all Remote e-VotingService Providers.
Individual Shareholders holdingsecurities in demat mode withNSDL	(1)If you are already registered for NSDL IDeAS facility, please visit thee-Services website of NSDL. Open web browser by typing the followingURL: https://eservices.nsdl.com either on a Personal Computer or on a mobile.Once the home page of e-Services is launched, click on the "Benefi cial Owner"icon under "Login" which is available under 'IDeAS' section. A new screenwill open. You will have to enter your User ID and Password. After successfulauthentication, you will be able to see Remote e-Voting services. Click on "Accessto Remote e-Voting" under Remote e-Voting services and you will be able to seeRemote e-Voting page. Click on company name or Remote e-Voting serviceprovider name and you will be re-directed to Remote e-Voting service providerwebsite 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 availableat https://eservices.nsdl.com. Select "Register Online for IDeAS" Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
	(3)Visit the Remote e-Voting website of NSDL. Open web browser by typing thefollowing URL: https://www.evoting.nsdl.com/ either on a Personal Computeror on a mobile. Once the home page of Remote 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 sixteendigit demat account number hold with NSDL), Password/OTP and a Verifi cationCode as shown on the screen. After successful authentication, you will beredirected to NSDL Depository site wherein you can see Remote e-Voting page.Click on company name or Remote e-Voting service provider name and you willbe redirected to Remote e-Voting service provider website for casting your voteduring the Remote e-Voting period.

Type of shareholders

Login Method

Individual Shareholders (holdingsecuritiesindematmode)login through their DepositoryParticipants

You can also login using the login credentials of your demat account through yourDepository Participant registered with NSDL/CDSL for Remote e-Voting facility. Aftersuccessful login, you will be able to see Remote e-Voting option. Once you click onRemote e-Voting option, you will be redirected to NSDL/CDSL Depository site aftersuccessful authentication, wherein you can see Remote e-Voting feature. Click oncompany name or Remote e-Voting service provider name and you will be redirectedto Remote e-Voting service provider's website for casting your vote during the Remotee-Voting period.

Important Note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual 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 holdingsecurities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdeskby sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738and 022-23058542-43.
Individual Shareholders holdingsecurities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending arequest at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non individual shareholders in demat mode.

• (v) Login method for Remote e-Voting for physical shareholders and shareholders other than individual holding in Demat form.
  • (1) The shareholders should log on to the Remote e-Voting website www.evotingindia.com.
  • (2) Click on "Shareholders" module.
  • (3) Now enter your User ID.
    • (a) For CDSL: 16 digits benefi ciary ID.
    • (b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID.
    • (c) Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
  • (4) Next enter the Image Verifi cation as displayed and Click on Login.
  • (5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier Remote e-Voting of any company, then your existing password is to be used.
• (6) If you are a fi rst-time user follow the steps given below:

	For Physical Shareholders and other than individual shareholders holding shares in Demat Form.
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both dematshareholders as well as physical shareholders)
	Shareholders who have not updated their PAN with the Company/Depository Participant arerequested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend BankDetails	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demataccount or in the company records in order to login.
OR	If both the details are not recorded with the depository or company, please enter the member id / folio
Date of Birth(DOB)	number in the Dividend Bank details fi eld.

• (vi) After entering these details appropriately, click on "SUBMIT" tab.
• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password fi eld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for Remote e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential.
• (viii) For shareholders holding shares in physical form, the details can be used only for Remote e-Voting on the resolutions contained in this Notice.
• (ix) Click on the EVSN for 'Vindhya Telelinks Limited' on which you choose to vote.
• (x) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confi rmation box will be displayed. If you wish to confi rm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xiv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verifi cation code and click on Forgot Password & enter the details as prompted by the system.
• (xvi) Additional Facility for Non Individual Shareholders and Custodians For Remote e-Voting only.
  • Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutiniser to verify the same.
  • Alternatively, Non Individual Shareholders are required to send the relevant Board Resolution/Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutiniser at the e-mail address: rkmaoffi ce@gmail.com and to the Company at the e-mail address: investorgrievance@vtlrewa. com, if they have voted from individual tab & not uploaded same in the CDSL Remote e-Voting system for the scrutiniser to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE E-MAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES:

• (1) For Physical Shareholders Please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certifi cate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by e-mail to rnt.helpdesk@linkintime.co.in.
• (2) For Demat Shareholders Please update your e-mail id & mobile no. with your respective Depository Participant (DP).
• (3) For Individual Demat Shareholders Please update your e-mail id & mobile no. with your respective Depository Participant (DP) which is mandatory for Remote e-Voting.

If you have any queries or issues regarding Remote e-Voting from the CDSL Remote e-Voting System, you can write an e-mail to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Shri Rakesh Dalvi, Sr. Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an e-mail to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

• 1. The Company has appointed Shri Rajesh Kumar Mishra (Certifi cate of Practice No. 4433), Partner, R.K. Mishra & Associates, Company Secretaries in whole time practice or failing him Shri Hemant Singh (Membership No. 413566), Practising Chartered Accountant as the Scrutiniser(s) to scrutinise the Remote e-Voting process in a fair and transparent manner.
• 1. The Company has appointed Shri Rajesh Kumar Mishra (Certifi cate of Practice No. 4433), Partner, R.K. Mishra & Associates, Company Secretaries in whole time practice and Shri Hemant Singh (Membership No. 413566), Practising Chartered Accountant as the Scrutiniser(s) to scrutinise the voting through ballot/poll process at the AGM in a fair and transparent manner.
• 1. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of Scrutiniser, by use of 'Ballot/Polling Paper' for all those members who are present at the AGM but have not cast their votes by availing the Remote e-Voting facility.
• 1. The Scrutiniser shall after the conclusion of voting at the AGM, will fi rst count the votes cast at the AGM and thereafter unblock the votes cast through Remote e-Voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than Forty Eight hours of the conclusion of the AGM, a consolidated Scrutinisers' Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing in that behalf, who shall countersign the same and declare the result of the voting forthwith.
• 1. The results of voting on the Resolutions moved at the AGM shall be declared on or after the AGM of the Company and shall be deemed to be passed on the date of AGM. The said result would be displayed at the Registered Offi ce as well as Corporate Offi ce of the Company, intimated to the Stock Exchanges where the Company's Equity Shares are listed and shall also be displayed along with the Scrutinisers' Report on the Company's website www.vtlrewa.com and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing in that behalf. The results shall also be immediately forwarded to BSE Limited and National Stock Exchange of India Ltd.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice dated June 29, 2021:

Item No. 4

The Company is required under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, to have the audit of its cost records for products covered under the Companies (Cost Records and Audit) Rules, 2014 conducted by a Cost Accountant in practice. The Board of Directors of the Company in its Meeting held on June 29, 2021, has on the recommendation of the Audit Committee approved the appointment of Messrs D. Sabyasachi & Co., Cost Accountants (Registration Number - 000369) as the Cost Auditors of the Company for the Financial Year 2021-22 at a remuneration of ` 75,000/- (Rupees Seventy Five Thousand) only plus reimbursement of applicable Goods and Service Tax and actual out of pocket and travelling expenses incurred in connection with cost audit work.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board of Directors has to be ratifi ed by the Members of the Company. Accordingly, the consent of the Members is sought by way of an Ordinary Resolution as set out at Item No.4 of the Notice for ratifi cation of the remuneration payable to the Cost Auditors of the Company for the Financial Year ending on March 31, 2022.

None of the Directors / Key Managerial Personnel of the Company and their relatives is, in any way, concerned or interested, fi nancially or otherwise, in the resolution set out at Item No.4 of the accompanying Notice.

The Board recommends the Ordinary Resolution set out in Item No.4 of the accompanying Notice for approval of the Members of the Company.

Annexure A

Disclosures/additional information as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/ Secretarial Standard on General Meetings ('SS-2') pertaining to Director recommended for re-appointment as referred to in the accompanying Notice/Explanatory Statement.

Name of Director	Shri Dilip Ganesh Karnik
DIN	06419513
Date of Birth & Age	10.05.1950
	71 years
Nationality	Indian
Date of First Appointment on the Board ofDirectors of the Company	14.11.2017
Qualifi cations & Experience, Expertise (includingnature of expertise in specifi c functional areas)/brief resume	Shri Dilip Ganesh Karnik has completed Bachelor of Science from University of Pune in theyear 1969 and is also a Gold Medallist in Law from University of Pune. He was practicingadvocate from 1972 to 2001 and was elevated as Additional Judge of Hon'ble Bombay HighCourt on October 12, 2001 and thereafter sworn in as permanent Judge on October 4, 2004. Heretired on May 9, 2012 and is presently practicing as Arbitrator and Legal Consultant.
Number of Shares held in the Company	500
List of Directorships held in other companies	Listed Companies
	1. Birla Corporation Ltd.
	2. ICICI Prudential Life Insurance Company Ltd.
	3. Universal Cables Ltd.
	Unlisted Companies
	4. ICICI Securities Primary Dealership Ltd.
	5. ICICI Prudential Asset Management Company Ltd.
Chairman/Member of the Committees of the	A.Chairman:
Boards of the Companies in which he is Director	A.1 Nomination and Remuneration Committee
	Listed Company
	1. ICICI Prudent Life Insurance Company Limited
	Unlisted Company
	2. ICICI Securities Primary Dealership Limited
	A.2 Corporate Social Responsibility Committee
	Listed Company
	1. ICICI Prudent Life Insurance Company Limited
	Unlisted Company
	2. ICICI Securities Primary Dealership Limited
	B.Membership:
	B.1 Audit Committee
	Listed Company
	1. ICICI Prudent Life Insurance Company Limited
	Unlisted Company
	2. ICICI Securities Primary Dealership Limited
	B.2 Audit & Risk Management Committee
	Unlisted Company
	1. ICICI Prudential Asset Management Company Limited
	B.3 Customer Service & Policy Holders Protection Committee
	Listed Company
	1. ICICI Prudential Life Insurance Company Ltd.
	B.4 Risk Management Committee
	Listed Company
	1. Birla Corporation Limited
	B.5 Risk Management & I.T. Strategy Committee
	Unlisted Company
	1. ICICI Securities Primary Dealership Limited

Relationship with other Directors, Manager andKey Managerial Personnel of the Company	None
Number of Meetings of the Board attendedduring the fi nancial year 2020-21	2 out of 5
Terms and conditions of appointment/Reappointment	Liable to retire by rotation.
Remuneration last drawn by such person, ifapplicable and Remuneration sought to be paid	The remuneration paid by way of Sitting Fees for attending the meeting of Board of Directorsand remuneration/compensation by way of profi t related commission for the fi nancial year2020-21 are disclosed in the Report of Corporate Governance. He continues to be eligiblefor sitting fees and annual remuneration/compensation by way of profi t related commission orotherwise payable to Non-Executive Directors of the Company.

P.O.Chorhata, Rewa - 486 006 (M.P.)

Registered Offi ce: By Order of the Board of Directors Udyog Vihar, For Vindhya Telelinks Limited

Y.S. Lodha June 29, 2021 Managing Director & CEO

ROUTE MAP FOR VENUE OF 38th AGM

VINDHYA TELELINKS LIMITED

CIN: L31300MP1983PLC002134

Registered Offi ce:

Udyog Vihar, P.O.Chorhata, Rewa-486 006 (M.P.),India Telephone No. (07662) 400400, Fax No. (07662) 400591 Email: headoffi ce@vtlrewa.com, Website: www.vtlrewa.com

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

	Name of the Member(s)
	Registered address
	E-mail Id
	Folio No/DP Id/Client Id
	I/We, being the member(s)		of equity shares of the above named Company, hereby appoint:
1.	Name:	Address:
	E-mail Id:	Signature:	, or failing him;
2.	Name:	Address:
	E-mail Id:	Signature:	, or failing him; and
3.	Name:	Address:
	E-mail Id:	Signature:	, or failing him;

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Thirty Eighth Annual General Meeting of the Company, to be held on Thursday, the September 23, 2021 at 11.30 A.M. at the Registered Offi ce of the Company at Udyog Vihar, P.O. Chorhata, Rewa – 486 006 (M.P.), India and at any adjournment thereof in respect of the following resolutions:

Ordinary Business		*For	*Against
1.	(a) Adoption of audited Financial Statements of the Company for the fi nancial year ended March 31,2021 and the Reports of the Board of Directors and Auditors thereon.
	(b) Adoption of the audited Consolidated Financial Statements of the Company for the fi nancial yearended March 31, 2021 and Report of Auditors thereon.
2.	Declaration of Dividend on Equity Shares for the fi nancial year ended March 31, 2021.
3.	Re-appointment of Shri Dilip Ganesh Karnik (DIN: 06419513), as a Director, who retires by rotation.
Special Business
4.	Ratifi cation of remuneration to be paid to Cost Auditors of the Company for the fi nancial year endingon March 31, 2022.

Signed this day of 2021

Signature of shareholder :

Signature of Proxy holder(s) :

Affi x Revenue Stamp

NOTES:

• 1. This form of proxy, in order to be effective, should be duly completed and deposited at the Registered Offi ce of the Company at Udyog Vihar, P.O. Chorhata, Rewa – 486 006(M.P.), India, not less than FORTY EIGHT (48) hours before the commencement of the Meeting.
• 1. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the Thirty Eighth Annual General Meeting.
• *3. It is optional to put a '' in the appropriate column against the resolutions indicated above. If you leave 'For' or 'Against' column blank against any or all resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

VINDHYA TELELINKS LIMITED

CIN: L31300MP1983PLC002134

Registered Offi ce:

Udyog Vihar, P.O.Chorhata, Rewa-486 006 (M.P.), India Telephone No. (07662) 400400, Fax No. (07662) 400591 Email: headoffi ce@vtlrewa.com, Website: www.vtlrewa.com

ATTENDANCE SLIP

THIRTY EIGHTH ANNUAL GENERAL MEETING Date of Meeting – September 23, 2021

Folio No. /DP Id./Client Id.
Name and Address of the Shareholder/Proxy/Authorised Representative
No. of Share held

I certify that I am member/proxy for the member(s) of the Company.

I hereby record my presence at the THIRTY EIGHTH ANNUAL GENERAL MEETING of Vindhya Telelinks Limited being held on Thursday, the September 23, 2021 at 11.30 A.M. at Udyog Vihar, P.O.Chorhata, Rewa – 486 006 (M.P).

Signature of the Shareholder/Proxy/Authorised Representative present

NOTE(S):

• (1) Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and hand it over at the entrance duly signed.
• (2) Only shareholders of the Company and/or their proxy will be allowed to attend the meeting.

Note: PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING

	………………………………………………………………………………………………………………

ELECTRONIC VOTING PARTICULARS

Electronic Voting Sequence Number (EVSN)	Default PAN/Sequence No.
210816011	*

* Only Members who have not updated their PAN with Company / Depository Participant shall use default PAN (10 digit sequence number).

NOTE: For remote e-voting, please read the instructions printed under the Note No. 19 to the Notice dated June 29, 2021 of the Thirty Eighth Annual General Meeting. The Voting period for e-voting begins on September 19, 2021 at 9.00 a.m. and ends on September 22, 2021 at 5.00 p.m. The e-voting module shall be disabled by CDSL for voting thereafter.