Vindhya Telelinks Ltd. — Proxy Solicitation & Information Statement 2019

Feb 23, 2019

Vindhya Telelinks Limited

Regd. Office: Udvog 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: 23AAACV7757J1Z0

VTL/CS/18-19/

BSE Ltd. Corporate Relationship Department 1st Floor, New Trading Ring, Rotunda Building P.J.Towers, Dalal Street, Fort. MUMBAI-400 001

23 FEB 2019

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

Sub: Submission of Postal Ballot Notice and other documents pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements | Regulations, 2015

Dear Sir(s).

This is with reference to the captioned subject and our letter No.VTL/SEC/2018-19 dated 11th February, 2019 regarding outcome of the Board Meeting held on 11th February, 2019 and disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform that, we are seeking approval of members of the Company by way of Special Resolution(s) through Postal Ballot Notice for the following Special Business:

• Re-appointment of Shri J.Veeraraghavan (DIN:00078998), Shri S.K.Misra (DIN:00009411), $(a)$ Shri R.C.Tapuriah (DIN:00395997) and Shri Shiv Dayal Kapoor (DIN:00043634) as an Independent Director(s) of the Company for second term of five (5) consecutive years with effect from 1st April, 2019 to 31st March, 2024;
• Continuation of Directorship of Smt. Kiran Aggarwal (DIN: 06991807) upto the expiry of her $(b)$ present term as an Independent Director of the Company, i.e. 9th November, 2019; and
• Continuation of Directorship of Shri D.R. Bansal (DIN: 00050612) and Shri Pracheta $(c)$ Majumdar (DIN: 00179118) as non-executive non-independent Directors of the Company, liable to retire by rotation.

A copy of Postal Ballot Notice is enclosed herewith, alongwith Postal Ballot Form and self addressed business reply envelope for your kind information and record.

Thanking you,

Yours faithfully, For Vindhya Telelinks Limited

Company Secretary

Encl: As above.

VINDHYA TELELINKS LIMITED

CIN:131 300MPl 983P1C0021 34 Registered Offic€: Udyog Mhar, P.O.Chorhata, Rewa-486 006 (M.P.), lndia Telephone No. (07662) a00400 . Fax No. (07662) 400591 Email: headoffice@vtlrewa.com . \ /ebsite: wwwvtlrewa.com

POSTAL BALLOT NOTICE

Dear Member,

NOTICE is hereby given pursuanl to Seclion 110 of the Companies Act, 2013 ("the Acf) read with Rule 22 of the Companies (Managlment and Administration) Rules, 2014 Cthe Rules'), Regulation 44(1) of the Securities and Exchange Board of lndia (Listing Obligalions and Disclosure Requirements) Regulations, 2015 ("SEBI LODR') and such oder Rules and Regulationl as may be applicable, including any statutory amendment(3), modffication(s) or reenactmen(s) thereof, for the time being in force, for seeking consenuassent of the members of the Company by means of postal Bailot or voting through elecironic means ('Remote E-Voting") on the Resolutions set out in this Notioe.

Voting through Postal Balloy remote E-Voting shall commence from SundaY,246F6ruary,2019 at 9:00AM. (lST) and enOs'on tvtoiday, 25h March, 2019 at 5:00 P.M. (ST). The scrulinizer's decision on the validity of votes shall be final. The members can opt only one mode fror voting i.e. either physical ballot or e-voting. lf a member has opted for e-voting, then such member should not vote by physical ballot and vice versa. However, in case member(s) cast their vote both via physical ballot and e-voting, then voting done through e-voting shall Prevail and physical voting of that member shall be treated as invalid notwithstanding whichever option is exercised first.

Shareholders desiring to exercise their vote by postsl ballot:

• ) Read carefully instructions given on the back side of Postal Ballot Form'
• ) Send duly filled Postal Ballot Form to the scrutinizer on or before 5:00 P.M, (lsT) on 25hMarch , 2019.

Shareholders desiring to exercise their vote by E-Voting:

• D Read caretully the point no. I of the "NOTES FOR MEMBERS'ATTENTION' given on the Postal Ballot Notice.

• Voting shall bs closed by CDSL on 25hMarch, 2019 at 5:00 P.M' (lST)'

ln accordance with Secretarial Standard on ceneral Meetings (SS-2) issued by the lnstitute of Company Secretaries ot tndia inauding any modification, amendment or re€nach;nt thereof for the time being in force, the Resolutions as contained in thi;po;tal Ballot Notice shall be deemed to have been passed on lhe la9! date sP:e9{eg by the Qompany roi [""ipt orarV compteted Postal Ballot Forms or E-Voting i.e. Monday, the 25h March, 2019, if approved by the members of the Company with requisite malority.

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as a special Resolutlon:

.RESOLVED that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any' of the companiesAct, 20rs $neAct'iani the Rules framed thereunder read with Schedule lV to the Acl and Regulation 17(1A) and any other appticaute provisions of the Securities and Exchange Board of lndia (Listing obligations and Disclosure Requirements; R-guttion", 2015 (including any-statutory modmcation(s) or re'€nactnent(s) thereof for the time Ueing in torcei,-dhii]. V""or"git"r"n (drH: -OOOzAgSb), who was aqpolnt:d as an lndependent Director of the Company "nd rrho trotd" ofri& as such upto 31c March, 2019, is eligible tor being re-appointed andinrespectofwno,tt'"co,p"nvhagreceivedanoticeinwril|ngftomamemberunderSection160ofthe companies Act, ZOre, propiing'h6'..noio"irr" tor tne office of a Director of the company, be and is hereby re-appointed as an tnOepenOeniOirector of the Company, not liable to retire by rotation' for a second term of five iO;nt*rtir" V"ars, i.e. with efiecl ftom 1'April ' 2019 to 31d March' 2024'

FURTHER RESOLVED that the Board of Directors of the company be and is hereby authorised to delegate all or-"n, p.*"o *nt"rreO ti"'reii, to an, Jireaor or Comminee of directors with power to further delegate to any executive/officer of ttr" Co,ip-"n,io JJ"ii.*n "a., deeds, matters and things and execute.allsuch documents andwritingsasmayberequiredorconsiderednecessary,appropriate,expedientordesirableinthlsregardand to give efiec{ to this Resolution"

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special 2. Resolution:

"RESOLVED that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and the Rules framed thereunder read with Schedule IV to the Act and Regulation 17(1A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Shri S. K. Misra (DIN: 00009411), who was appointed as an Independent Director of the Company and who holds office as such upto 31* March, 2019, is eligible for being re-appointed and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of a Director of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years, i.e. with effect from 1st April, 2019 to 31st March, 2024.

FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorised to delegate all or any powers conferred herein, to any director or Committee of directors with power to further delegate to any executive/officer of the Company to do all such acts, deeds, matters and things and execute all such documents and writings as may be required or considered necessary, appropriate, expedient or desirable in this regard and to give effect to this Resolution."

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special 3. Resolution:

"RESOLVED that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and the Rules framed thereunder read with Schedule IV to the Act and Regulation 17(1A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Shri R.C. Tapuriah (DIN: 00395997), who was appointed as an Independent Director of the Company and who holds office as such upto 31st March, 2019 and is eligible for being re-appointed and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, proposing his candidature for the office of a Director of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years, i.e. with effect from 1* April, 2019 to 31* March, 2024.

FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorised to delegate all or any powers conferred herein, to any director or Committee of directors with power to further delegate to any executive/officer of the Company to do all such acts, deeds, matters and things and execute all such documents and writings as may be required or considered necessary, appropriate, expedient or desirable in this regard and to give effect to this Resolution."

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special 4. Resolution:

"RESOLVED that pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') and the Rules framed thereunder read with Schedule IV to the Act and Regulation 17(1A) and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). Shri Shiv Dayal Kapoor (DIN: 00043634), who was appointed as an Independent Director of the Company and who holds office as such upto 31st March, 2019 and is eligible for being re-appointed and in respect of whom the Company has received a notice from a member in writing under Section 160 of the Companies Act, 2013, proposing his candidature for the office of a Director of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years, i.e. with effect from 1* April, 2019 to 31* March, 2024.

FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorised to delegate all or any powers conferred herein, to any director or Committee of directors with power to further delegate to any executive/officer of the Company to do all such acts, deeds, matters and things and execute all such documents and writings as may be required or considered necessary, appropriate, expedient or desirable in this regard and to give effect to this Resolution."

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special 5. Resolution:

"RESOLVED that pursuant to the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions, if any, of the Companies Act, 2013 and relevant Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of members of the Company be and is hereby accorded for continuation of the Directorship of Smt. Kiran Aggarwal (DIN: 06991807), upto the expiry of her present term as an Independent Director of the Company i.e. 9th November, 2019, not liable to retire by rotation, on the existing terms and conditions, notwithstanding that Smt. Kiran Aggarwal is above seventy five (75) years of age.

FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorised to delegate all or any powers conferred herein, to any director or Committee of directors with power to further delegate to any executive/officer of the Company to do all such acts, deeds, matters and things and execute all such documents and writings as may be required or considered necessary, appropriate, expedient or desirable in this regard and to give effect to this Resolution."

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special 6. Resolution:

"RESOLVED that pursuant to the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions, if any, of the Companies Act, 2013 and relevant Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of members of the Company be and is hereby accorded for continuation of the Directorship of Shri D. R. Bansal (DIN: 00050612), as the non-executive nonindependent Director of the Company, liable to retire by rotation, notwithstanding that Shri D. R. Bansal is above seventy five (75) years of age.

FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorised to delegate all or any powers conferred herein, to any director or Committee of directors with power to further delegate to any executive/officer of the Company to do all such acts, deeds, matters and things and execute all such documents and writings as may be required or considered necessary, appropriate, expedient or desirable in this regard and to give effect to this Resolution."

To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special $7.$ Resolution:

"RESOLVED that pursuant to the provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions, if any, of the Companies Act, 2013 and relevant Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), approval of members of the Company be and is hereby accorded for continuation of the Directorship of Shri Pracheta Majumdar (DIN: 00179118), as the non-executive non-independent Director of the Company, liable to retire by rotation, on attaining the age of seventy five (75) years on 15th August, 2019.

FURTHER RESOLVED that the Board of Directors of the Company be and is hereby authorised to delegate all or any powers conferred herein, to any director or Committee of directors with power to further delegate to any executive/officer of the Company to do all such acts, deeds, matters and things and execute all such documents and writings as may be required or considered necessary, appropriate, expedient or desirable in this regard and to give effect to this Resolution."

Registered Office:

By Order of the Board for Vindhya Telelinks Ltd.

Satyendu Pattnaik Company Secretary

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

11th February, 2019

NOTES FOR MEMBERS' ATTENTION

• The Board of Directors of the Company at its Meeting held on 11th February, 2019, has approved the issuance of $1.$ this Postal Ballot Notice. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of item(s) of Special Business as set out in the Postal Ballot Notice is annexed hereto.
• The Electronic Copy of the Postal Ballot Notice is being sent to all the Members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes unless any member has requested $2.$ for a hard copy of the same. For members who have not registered their email address(es), physical copy of the Postal Ballot Notice is being sent in the permitted mode. In this regard, the Members whose names appear in the Register of Members/List of Beneficial Owners as per the record of Depositories as on 15th February, 2019 i.e. cut-off date has been enrolled by the Company for participation in voting on resolutions placed by the Company on the voting system. Any person who is not a Member of the Company as on the cut-off date should treat this Notice for information purpose only. The voting shall be reckoned in proportion to a Member's share of voting right on the paid up equity share capital of the Company as on the said cut-off date. Members who have registered their e-mail IDs for receipt of documents in electronic mode, have been sent a weblink for Postal Ballot Notice and Postal Ballot Form along with their login ID and password for the purpose of e-voting on their registered e-mail IDs. Such Members who wish to vote through Postal Ballot Form can download the same from the weblink. Members have an option to cast their votes either through e-voting or through Postal Ballot Form. Members, who wish to cast their votes physically through Postal Ballot Form, may do so by filling up the details required therein.
• Only those Members who are eligible to vote on the proposed special resolutions are entitled to fill in the Postal Ballot Form and send it to the Scrutinizer or vote through the e-voting facility offered by the Company. 3.
• The Company has appointed Shri Rajesh Kumar Mishra, Wholetime Practicing Company Secretary (Membership No.FCS 5383 and C.P. No.4433) as Scrutinizer and if he is unable to act as such for any reason whatsoever, Shri 4. R. S. Bajaj, Wholetime Practicing Company Secretary (Membership No. ACS 3370 and C.P. No.7058) shall act as the Scrutinizer for conducting the voting process and submitting a consolidated Scrutinizer's Report thereon in accordance with the applicable law/regulation in a fair and transparent manner.
• The Members voting through physical Postal Ballot Form are requested to carefully read the instructions printed on the accompanying Postal Ballot Form and on the Postal Ballot Notice and return the completed Form along 5. with assent (FOR) or dissent (AGAINST), in the attached self addressed postage pre-paid envelope so as to reach the Scrutinizer on or before 25th March, 2019 upto 5.00 p.m., the last date of receipt of the completed Postal Ballot Form. Please note that any Postal Ballot Form(s) received after the said date will be treated as not having been received. However, envelopes containing Postal Ballot, if deposited in person or sent by courier at the expense of the registered Member on or before 25th March, 2019 upto 5.00 p.m. will also be accepted. The same must be sent to the Scrutinizer, Shri Rajesh Kumar Mishra, Practicing Company Secretary, Link Intime India Pvt. Limited (Unit: Vindhya Telelinks Limited), C-101, 247, Park, L.B.S. Marg, Vikhroli (West), Mumbai -400083.
• The Members who do not receive the Postal Ballot Form may apply to the Company or Company's Registrar and Share Transfer Agents, Link Intime India Pvt. Ltd. (Unit: Vindhya Telelinks Limited), C-101, 247, Park, L.B.S. 6. Marg, Vikhroli (West), Mumbai - 400083 and obtain a duplicate thereof. The Postal Ballot Form may also be downloaded from the Company's website www.vtlrewa.com.
• 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 by the Companies (Management and Administration) $71$ Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide an option to its Members holding equity shares in demat form and in physical form, to exercise their right to vote on the Resolutions as contained in the Postal Ballot Notice by way of electronic voting/remote e-voting to enable Members of the Company to cast their vote electronically instead of physical Postal Ballot Form. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide remote e-voting facility to Members of the Company. It may be noted that remote e-voting is optional. Please carefully read and follow up instructions on remote e-voting printed in this Postal Ballot Notice. In case member(s) cast their vote both via physical ballot and remote e-Voting, then voting done through remote e-voting shall prevail and Physical Voting of that member shall be treated as invalid notwithstanding whichever option is exercised first. The e-voting facility is available at www.evotingindia.com. Please refer to the

instructions given for e-voting in the following paragraph of this Postal Ballot Notice for the purpose and manner in which the e.voting is to be canied out.

• The instructions for membeB voting electronically are as under:
  • (D The voting period begins on Sunday, the 24h February' 2019 at 9'OO AM (lST) and ends on Monday' the 25h March, 20.t9 ar s.oo p.M. (Gr;:b;;^, tnis ceriod qelu.rs of the companv, holding shares either in physicalform or in o"."t",i"riJ'ti-, a3 on the cutoff date of 15b February. 2019, may ca6t their vote LiJat*i*rrv. rn" e-voting mooule shail be disabled uy CDSL for voting ihereafter'
  • (ii) The Members should log on to the e-voting website www'evotingindia'com
  • (iii) ClickonSI'IAREHOLDERS/MEMBERS
  • (iv) Now Enter Your User lD

(t<v)

• (a) For CDSL: 16 digits beneficiary lD'
• (b) For NSDL: E Character DP lD folloived by I Digits Client lD'
• (c)Membersholdingshar€sinPhysicalFomshouldenterFolioNumberregisteredwiththecompany.
• (v) Next enter the lmage Verification as displayed and Click on Login'
• (vD lf you are holding shares in demat form and had logged.on to www'evotingindia'com and voted on an earlier voting of any tt'"n your existing password is to be used'
• "o-p"ny' (vii) lf you are a first time user follov{ the steps given below:

	l-o"t rom sn4jhy:!91!j9m
	-.n",oTax Department (Applicable for;i"til'ol-iliJn"ii,otiers as well as phvsifl sharcholders)---, h^^^6ir^^, E.rri.inanr:"ir:ffi:}]T'[i,'#:';"i"ff[; ii3ii.ilr'iiin it'" coi'panv/^Depository Participantare requested to use the ""qi-* t"u"t wh'lch is prihted on Postal Ballot /Itt nain"" sfip indicated in the PAN field'
DividendBank DetailsORDate of Birth(DoB)	format) as recorded in;l;i;ri;;;tor in tho companv records in order to J99'i^--iii'F gqq::y-*:*T#::T:""ff.tT:rf both the details are '''"'JiHlLtffiffii:""i;#1.ffi;,ia;; ir'nr;"t"ii"n"ra rs mentioned in instruction

• (viii)
• (ix)
• contained in this Notice' (x)
• (xi) (xii) ClickontheEVSNforVindhyaTelelinksLimiHonwhichyouchoosetovote. On the voting page, you will see'RESOLUTION DESCRIPTION-.and against the same the option "YES/ NO'for voting. setect the opto" vEi-"i 116 as desired. The.optlon-Gs implies that you assent to the X;;t#';;i ;;iiln No implies that vou dissent to the Resolution'
• crick on the.RESoLuroNS F.LE LINK if you wish to view the entire Resorution details'
• (xiii) (xiv) Aner serectins t " ,""or,rion vo, n"," o"lir,"?#3F "JLj'iil-"i#Ji$ll"l,Ti*["l3hi3tlj':n displayed. lf You wish to confim Y accordingly modify Your vore'
• Once you 'CONFIRM" your vote on the resolution' you will not be allowed to modify your vote'

vTL

• (xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xvii) If a demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• (xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
• (xix) Note for Non Individual Members and Custodians
  • Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to $(a)$ log on to www.evotingindia.com and register themselves as Corporates.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed $(b)$ 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. $(c)$
  • The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on $(d)$ approval of the accounts they would be able to cast their vote.
  • A scanned copy of the Board Resolution and/or 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 scrutinizer to $(e)$ verify the same.
• In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to $(xx)$ helpdesk.evoting@cdslindia.com.
• Upon completion of the scrutiny of the Postal Ballot Forms, the Scrutinizer will submit a Consolidated Scrutinizer's Report to the Chairman or the Managing Director or Company Secretary of the Company. The result of the Postal Ballot would $9.$ be announced by the Managing Director or any Director or Company Secretary of the Company on 27th March, 2019 at 5.00 p.m., at the Registered Office of the Company. The said result would be displayed at the Registered Office as well as Corporate Office of the Company, intimated to the Stock Exchanges where the Company's equity shares are listed and shall also be displayed along with the Scrutinizer's Report on the Company's website www.vtlrewa.com.

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT AND REASONS FOR THE PROPOSED RESOLUTIONS (RESOLUTION NOS. 1, 2, 3, 4, 5, 6 AND 7) ACCOMPANYING THE POSTAL BALLOT NOTICE DATED 11TH FEBRUARY, 2019 PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER INCLUDING THE STATUTORY AMENDMENT(S), MODIFICATION(S) AND RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE

Item Nos. 1 to 4

Pursuant to the provisions of Section 149 and all other applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules framed thereunder and the applicable provisions of the erstwhile Listing Agreement with the Stock Exchanges, Shri J. Veeraraghavan (DIN: 00078998), Shri S. K. Misra (DIN: 00009411), Shri R.C. Tapuriah (DIN: 00395997) and Shri Shiv Dayal Kapoor (DIN: 00043634) were appointed as the Independent Directors of the Company to hold office for a term of five (5) consecutive years with effect from 1st April, 2014 to 31st March, 2019 ("first term" in line with the explanation to Sections 149(10) and 149 (11) of the Act).

As per the provisions of Section 149 of the Act read with the Rules framed thereunder including any statutory modification(s) or re-enactment(s) thereof for the time being in force, an Independent Director shall hold office as such for a term upto five (5) consecutive years on the Board of Directors of a Company, but shall be eligible for re-appointment on passing a Special Resolution by the Company and disclosure of such appointment in the Directors' Report. Section 149(11) of the Act provides that an Independent Director may hold office for upto two consecutive terms. Further, as per amended provisions of Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements), Regulations,

2015 ("Listing Regulations"), which is effective from 1st April, 2019, a person who has attained the age of seventy five years can continue as non-executive director in a listed Company, provided approval of its members is obtained by way of special resolution and justification for appointing such a person is indicated in the explanatory statement. As per provisions of Section 149 (13) read with explanation to Sections 152 (6) of the Act, the period of office of Independent Directors will not be liable to determination by retirement of directors by rotation at the Annual General Meeting.

Pursuant to the recommendations of the Nomination and Remuneration Committee, interalia, based on performance evaluation of Independent Directors, the Board of Directors of the Company at its meeting held on 11th February, 2019, has recommended for re-appointment of Shri J. Veeraraghavan, Shri S. K. Misra, Shri R.C. Tapuriah and Shri Shiv Dayal Kapoor as Independent Directors of the Company, not liable to retire by rotation, for a second term of five (5) consecutive years with effect from 1st April, 2019 to 31st March, 2024.

The Board of Directors and the Nomination and Remuneration Committee in their respective meeting(s) held on 11th February, 2019, placed on record that the above Independent Directors are highly renowned professionals drawn from diverse fields, who bring with them a wide range of skills and experience to the Board, which enhances the quality of Board's decision making process. The Company, its Board of Directors and various Committees of the Board have immensely benefitted from their vast experience, knowledge and strategic insights on various matters relating to the Company's business. In this backdrop and also taking into account the performance evaluation besides recognizing enormous contribution of the said Independent Directors in the functioning and performance of the Company over the years, the Board of Directors, based on the recommendations of the Nomination and Remuneration Committee, recommends, that it will be in the interest of the Company to re-appoint them as Independent Directors of the Company for a second term of five (5) consecutive years with effect from 1* April, 2019 to 31* March, 2024.

Shri J. Veeraraghavan, Shri S. K. Misra, Shri R.C. Tapuriah and Shri Shiv Dayal Kapoor have given their consent to act as Independent Directors of the Company and have furnished necessary declarations to the Board of Directors that they meet the criteria of independence as provided under Section 149 (6) of the Act and Regulation 16 (1)(b) of the Listing Regulations. Further as per the declarations received by the Company, Shri J. Veeraraghavan, Shri S. K. Misra, Shri R.C. Tapuriah and Shri Shiv Dayal Kapoor are not disqualified to be re-appointed as Directors in terms of Section 164 of the Act and given their consent (individually and severally) to act as Director.

The Company has received notice(s) in writing from member(s) under Section 160 of the Companies Act, 2013 proposing the candidature of each of Shri J. Veeraraghavan, Shri S. K. Misra, Shri R.C. Tapuriah and Shri Shiv Dayal Kapoor, for the office of Director of the Company.

In the opinion of the Board, Shri J. Veeraraghavan, Shri S. K. Misra, Shri R.C. Tapuriah and Shri Shiv Dayal Kapoor fulfils the conditions for re-appointment as Independent Directors of the Company as specified under the Act read with the Rules framed thereunder and the Listing Regulations.

Brief profiles of aforesaid Independent Directors proposed to be re-appointed including nature of their expertise and shareholdings in the Company, etc. are annexed as Annexure- 'A' to the Notice pursuant to the provisions of the Listing Regulations and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India.

Copy of the draft letter(s) of re-appointment relating to each of Shri J. Veeraraghavan, Shri S. K. Misra, Shri R.C. Tapuriah and Shri Shiv Dayal Kapoor setting out the terms and conditions of re-appointment is available on the Company's website www.vtlrewa.com and also available for inspection by any member at the Registered Office and Corporate Office of the Company between 10.00 A.M. to 1.00 P.M. on any working day excluding Saturday(s) and Sunday(s) upto and including the last date of voting/receipt of Postal Ballot Forms.

Shri J. Veeraraghavan, Shri S. K. Misra and Shri R.C. Tapuriah have already attained the age of seventy five years and Shri Shiv Dayal Kapoor would be attaining the age of seventy five years on 1st August, 2021 and are proposed to be reappointed as an Independent Director(s) of the Company for a second term of five (5) consecutive years with effect from 1* April, 2019 to 31* March, 2024. Accordingly, approval of the members is sought for passing Special Resolution(s) for re-appointment of above Independent Directors in compliance to the provisions of Section 149, read with Schedule IV and other applicable provisions, if any, of the Act and the Rules framed thereunder and Regulation 17(1A) and all other applicable provisions of the Listing Regulations for the time being in force.

This explanatory statement may also be regarded as a disclosure/justification under Regulation 17(1A) and other applicable Regulations of the Listing Regulations.

Having regard to the qualifications, knowledge and vast experience of Shri J. Veeraraghavan, Shri S. K. Misra and Shri R.C. Tapuriah and Shri Shiv Dayal Kapoor, their re-appointment on the Board of Directors of the Company as Independent Director(s) will be in the interest of the Company. Accordingly, the Board of Directors recommends the Resolutions as set out at Item Nos. 1, 2, 3 and 4 of this Notice to be passed as Special Resolutions by the Members by way of Postal Ballot.

None of the Directors or Key Managerial Personnel of the Company, either directly or through their relatives except Shri J. Veeraraghavan, Shri S. K. Misra, Shri R.C. Tapuriah and Shri Shiv Dayal Kapoor and their relatives with regard to their respective re-appointment are, in any way, concerned or interested, whether financially or otherwise, in the resolutions as set out at Item Nos. 1, 2, 3 and 4 of this Notice.

Item Nos. 5 to 7

As per amended provisions of Regulation 17 (1A) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ('Listing Regulations'), which is effective from 1st April, 2019, a person who has attained the age of seventy five years can continue as non-executive director in a listed Company, provided approval of its members is obtained by way of special resolution and justification for appointing such a person is indicated in the explanatory statement.

Pursuant to the provisions of Section 149 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 ("the Act") read with the Rules framed thereunder and the applicable provisions of the erstwhile Listing Agreement with the Stock Exchanges, Smt. Kiran Aggarwal (DIN: 06991807) was appointed as the non-executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five (5) consecutive years with effect from 10th November, 2014 till 9th November, 2019, whose continuation in office with effect from 1st April, 2019 till 9th November, 2019 with the existing terms and conditions requires approval of members by way of Special Resolution as she has attained the age of more than seventy five (75) years before 1st April, 2019. Further, approval of members by way of Special Resolution(s) are also required for continuation of Directorship of Shri D.R. Bansal (DIN: 00050612) as non-executive non-independent Director of the Company, liable to retire by rotation, beyond 1st April, 2019, upon having attained the age of more than seventy five (75) years before 1st April, 2019 and for continuation of Directorship of Shri Pracheta Majumdar (DIN: 00179118) as the non-executive non-independent Director of the Company, liable to retire by rotation, on attaining the age of seventy five (75) years with effect from 15th August, 2019.

Brief profiles of Smt. Kiran Aggarwal, Shri D.R. Bansal and Shri Pracheta Majumdar are annexed as Annexure- 'A' to this Notice pursuant to the provisions of the Listing Regulations and Secretarial Standard on General Meetings ("SS-2"). issued by the Institute of Company Secretaries of India.

The Board of Directors and the Nomination and Remuneration Committee in their respective meeting(s) held on 11th February, 2019 placed on record that Smt. Kiran Aggarwal, Shri D.R.Bansal and Shri Pracheta Majumdar are highly renowned professionals drawn from diverse fields, who bring with them a wide range of skills and experience to the Board, which enhances the quality of Board's decision making process. The Company and its Board have immensely benefitted from their vast experience, knowledge and strategic insights on various matters relating to the Company's business. Pursuant to the recommendation of the Nomination and Remuneration Committee based on the performance evaluation of Smt. Kiran Aggarwal, non-executive Independent Director and considering the enormous contribution of Smt. Kiran Aggarwal, Shri D.R. Bansal and Shri Pracheta Majumdar in the functioning and performance of the Company, the Board felt that it will be in the interest of the Company for the continuation of remaining term of office of Smt Kiran Aggarwal as non-executive Independent Director of the Company i.e. upto 9th November, 2019 and for the continuation of Directorship of Shri D.R. Bansal and Shri Pracheta Majumdar as non-executive non independent Directors of the Company, liable to retire by rotation, and accordingly, recommends Special resolutions as set out at item Nos. 5, 6 and 7 of this Notice, for consideration and approval of members by way of Postal Ballot.

This explanatory statement may also be regarded as a disclosure/justification under Regulation 17(1A) and other applicable Regulations of the Listing Regulations.

None of the Directors or Key Managerial Personnel of the Company, either directly or through their relatives except Smt. Kiran Aggarwal, Shri D.R. Bansal and Shri Pracheta Majumdar and their relatives with regard to their respective re-appointment are, in any way, concerned or interested, whether financially or otherwise, in the resolutions as set out at Item Nos. 5, 6 and 7 of this Notice.

ANNEXURE-A

Brief Details of Directors seeking re-appointment/continuation of appointment Through Postal Ballot Notice dated 11th February, 2019 [In pursuance of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ('SS-2') issued by the Institute of Company Secretaries of India]

	(1)	(2)
Name of Director	Shri J.Veeraraghavan	Shri S.K.Misra
	00078998	00009411
DINDate of Birth & Age	04.03.1932	$-28.04.1933$85 years
	86 years
Nationality	Indian	Indian
Date of First Appointment on theBoard of Directors of the Company	27.10.2014	27.10.2014
	M.A. (Economics)	M.A. (Political Science)
QualificationshaswhoOfficerIASSeniorRetiredExperience (including nature ofextensive experience at highest policy andexpertise in specific functionaladministrative level as Secretary to theareas)/ brief resumeGovernment of India including of the HRDMinistry. He served as an Advisor to thePlanning Commission, as Director with theComptroller and Auditor General of India, thePublic Accounts Committee and as Directorof Defence Audit and member of the AuditBoard. He also served as Regional Advisor tothe United Nations, ESCAP at Bangkok andas Consultant to UNESCO and UNDP.		Retired Senior IAS Officer, who had served as Secretaryto the Govt. of India including Principal Secretary to thePrime Minister. While in Government of India as Secretary(Tourism), he was responsible for initiating the Suraj KundCrafts Mela, which has now recognized as an internationalevent. As Development Commissioner (Handlooms), heinitiated the setting up of National Institute of FashionTechnology. Appointed as Director General, Festivals ofIndia, in France, USA, the then Soviet Union and Japan,where he showcased very comprehensively India's richcultural traditions in the fields of visual and performingarts, theatre, exhibitions relating to design, textiles andachievements in the scientific field, film retrospectives andacademic exchanges. Held the position of Emeritus ViceChairman in "The Indian National Trust for Art and CulturalHeritage" (INTACH). Thereafter, he launched a neworganization called "The Indian Trust for Rural Heritageand Development" which has become a Member of theInternational National Trusts Organisation (INTO). In 2009,the President of India conferred on him the prestigiousPadma Bhushan Award for his rendering distinguishedservices in the fields of Civil Service and Tourism.
Number of Shares held in the	Nil	Nil
Company	Nil	Nil
List of Directorships held in othercompanies*
theofChairman/MemberCommittees of the Boards of theCompanies in which he is Director	Member:andNominationCommittee,AuditRemuneration Committee and CorporateSocial Responsibility Committee -Vindhya Telelinks Ltd.	Member:Audit Committee and Corporate Social ResponsibilityCommittee -Vindhya Telelinks Ltd.
Relationship with other Directors,
Manager and Key Managerial	None	None
Personnel of the Company	4 out of 4	4 out of 4
Number of Meetings of the Board
attended during the year (upto
11.02.2019)	independentanasRe-appointment	Re-appointment as an Independent Director, not liable to
conditionsandTermsappointment/Re-appointment	ofDirector, not liable to retire by rotation, for 5(five) consecutive years (i.e. from 1 * April,	retire by rotation, for 5 (five) consecutive years (i.e. from1st April, 2019 to 31st March, 2024).
	2019 to 31 et March, 2024).	No remuneration is paid save and except Sitting Fees for attending each Meeting of the Board of Directors
drawnlastRemunerationsuch person, if applicable and	by	and the Committees thereof, of which he is a member. The remuneration paid by way of Sitting Fees wasdisclosed in the Report of Corporate Governance in all the previous Annual Reports.
Remuneration sought to be paid

	(3)	(4)
	Shri R.C. Tapuriah	Shri Shiv Dayal Kapoor
Name of Director	00395997	00043634
DIN	15.06.1942	01.08.1946
Date of Birth & Age	76 years	72 years
	Indian	Indian
NationalityDate of First Appointment on
the Board of Directors of the	19.08.1985	19.05.2014
Company
Qualifications	B.Com	B.Sc in Metallurgical Engg., MBAHe has over 50 years of rich experience in the minerals
Experience (including nature of	Industrialist with wide experience in Business	and metals industry. He served as the Chairman of
expertise in specific functional	and industry.	MMTC Limited and Neelachal Ispat Nigam Ltd. He was
areas)/ brief resume		also on the Board of Governors of IIM, Ahmedabad, on
		the governing bodies of Indian Institute of Information
		Technology, Bangalore and Indian Institute of Foreign
		Trade, New Delhi as Member. He is a recipient of the
		Best Chief Executive Gold Award - Rajiv Ratna NationalAward 2005 and Top CEO of the year Award 2000 -
		Indian Institute of Marketing & Management.
		Nil
Number of Shares held in the	Nil
Company		1. Intex Technologies (India) Ltd.
List of Directorships held in other	1. Alfred Herbert (India) Ltd.	2. Neelachal Ispat Nigam Ltd.
companies*	2. Awadh Maintenance Pvt. Ltd.
	3. Birla Cable Ltd.
	4. Hestia Hospitality Pvt. Ltd.5. Lewis & Tylor Pvt. Ltd.
	6. Mohta Carbide Chemicals Ltd.
	7. Maxworth Industrial Services Ltd.
	8. New India Retailing & Investment Ltd.
	9. Rajgarh Industries Pvt. Ltd.
	10. Rajeeta Determined Traders Pvt. Ltd.
	11. T.T.Commercial Co. Pvt. Ltd.
	12.T.T.Investments Pvt. Ltd.
	13. The United Investment Company Ltd	Member:
the٥fChairman/Member	Chairman:Audit Committee, Stakeholders Relationship	Audit Committee and Nomination and Remuneration
Committees of the Boards of the	andNominationandCommittee	Committee -
Companies in which he is Director	Remuneration Committee -	Intex Technologies (India) Ltd.
	Birla Cable Ltd.	Neelachal Ispat Nigam Ltd.
	Vindhya Telelinks Ltd.	Corporate Social Responsibility Committee -Intex Technologies (India) Ltd.
	Momber:	Stakeholders Relationship Committee -
	Audit Committee -	Vindhya Telelinks Ltd.
	Alfred Herbert India Ltd.	Project Implementation Review Committee
	New India Retailing & Investment Ltd.Investor Grievance Committee -	Neelachal Ispat Nigam Ltd.
	Alfred Herbert India Ltd.
	New India Retailing & Investment Ltd.
	Corporate Social Responsibility Committee -
	Birla Cable Ltd.
Relationship with other Directors,		None
Manager and Key Managerial	None
Personnel of the Company		4 out of 4
Number of Meetings of the Board	4 out of 4
attended during the year (upto
11.02.2019)		Re-appointment as an Independent Director, not liable to
conditionsandTerms	Re-appointment as an Independent Director,of	retire by rotation, for 5 (five) consecutive years (i.e. from
appointment/Re-appointment	not liable to retire by rotation, for 5 (five)	1 st April, 2019 to 31 st March, 2024).
	consecutive years (i.e. from 1 st April, 2019 to
		No remuneration is paid save and except Sitting Fees for attending each Meeting of the Board of Directors
Remuneration last drawn	by	and the Committees thereof, of which he is a member. The remuneration paid by way of Sitting Fees was
such person, if applicable and	disclosed in the Report of Corporate Governance in all the previous Annual Reports.
Remuneration sought to be paid

		(6)
	(5)	Shri D.R. Bansal
Name of Director	Smt. Kiran Aggarwal	00050612
DIN	06991807	01.08.1939
Date of Birth & Age	14.01.194277 years	79 years
	Indian	Indian
NationalityDate of First Appointment on theBoard of Directors of the Company	10.11.2014	06.11.1987
Qualifications	B.A. Honours (English), LLB	M.Sc. (Chemistry)
Experience (including nature ofexpertise in specific functionalareas) brief resume	Joined the Indian Administrative Service in1964 and retired in 2002. The significantPosts held were Principal Adviser, PlanningCommission, Secretary to Govt. of India inthe Ministries of Supply, Housing, Urbanand Childand WomenDevelopmentDevelopment. As Additional Secretary in theGovt. of India, worked in the Department ofAdministrative Reforms, Public Grievancesand Training. In the state of Haryana, heldkey posts in the departments of Education,Technical Education, P.W.D, Labour andEmployment, Tourism, Cultural Affairs etc. Postretirement, apart from being associated withsome voluntary organisations have served onsome committee set up by the Govt of India.These inter-alia were Training Programmefor IAS probationers, working of AICTE,Committee to look why government doctorswere opting for private sector jobs, Trustee onthe Victoria Memorial Hall Trust, etc. Presently,is a member of the Police Complaint Authority,Chandigarh and heading a MonitoringCommittee for Shelter for Urban Homeless.	Possesses rich and varied experience of over 56 years invarious facets of cable and other industries including inthe field of administration, production and marketing. Hisstrength also includes strong relationship management,international alliances/tie ups and business development.He is actively associated with various cable industryforums in India and abroad and also served at the helm ofall renowned power & telecommunication cables industryassociation(s) in India for several years.
Number of Shares held in the		Nil
CompanyList of Directorships held in othercompanies*	Nil1. Birla Cable Ltd.Nil2. Birla Furukawa Fibre Optics Pvt. Ltd.3. Hindustan Gum & Chemicals Ltd.
theofChairman/MemberCommittees of the Boards of theCompanies in which he is Director	Nil	Chairman:Corporate Social Responsibility Committee -Birla Cable Ltd.Birla Furukawa Fibre Optics Pvt. Ltd.Vindhya Telelinks Ltd.Member:Stakeholders Relationship Committee -Birla Cable Ltd.Vindhya Telelinks Ltd.Nomination and Remuneration Committee -Birla Cable Ltd.Vindhya Telelinks Ltd.
Relationship with other Directors,Manager and Key ManagerialPersonnel of the Company	None	None
Number of Meetings of the Boardattended during the year (upto11.02.2019)	$4$ out of $4$	4 out of 4Continuation of Directorship as non-executive non-
conditionsandTermsappointment/Re-appointment	Directorshipas.οfContinuationofIndependent Director of the Company, notliable to retire by rotation, for her remainingterm of office with effect from 1 et April, 2019 to9 th November, 2019.	anindependent Director of the Company, subject to retirementby rotation.

Í

$\cdot$

$\mathbb{I}$

$\overline{1}$

bvdrawnRemunerationlastsuch person, if applicable andRemuneration sought to be paid	No remuneration is paid save and exceptSitting Fees for attending each Meeting of theBoard of Directors. The remuneration paidby way of Sitting Fees was disclosed in theReport of Corporate Governance in all theprevious Annual Reports.	No remuneration is paid save and except Sitting Feesfor attending each Meeting of the Board of Directors andthe Committees thereof, of which he is a member. Theremuneration paid by way of Sitting Fees was disclosedin the Report of Corporate Governance in all the previousAnnual Reports.
	(7)
Name of Director	Shri Pracheta Majurndar
DIN	00179118
Date of Birth & Age	15.08.1944
	74 years
Nationality		Indian
Date of First Appointment on the
Board of Directors of the Company	27.10.2004
Qualifications		B.E. (Mechanical)
Experience (including nature ofexpertise in specific functionalareas)/ brief resume	Mechanical Engineer and Management Advisor by profession, he possesses more than 49 years of richand varied experience in diverse fields viz. design & project management of chemicals, petrochemicals &fertilizer plants and setting up of large Greenfield projects. Spearheaded setting up of large projects both inIndia and abroad including an international joint venture project with a large US based multinational. Heldthe position of Managing Director at Ceat Tyres Ltd. and was on the Supervisory Board of RPG Group.Worked for about 12 years in Project and Manufacturing Department of Hindustan Unilever Ltd. (HUL).At the time of leaving, held the position of manufacturing head of the then largest plant of HUL. Attendedvarious international management courses organized by HUL and executive Development Programmesand Advanced management Programmes conducted by Stanford University and Harvard Business School.Presently, he holds the position of Wholetime Director designated as the Chief Management Advisor inBirla Corporation Ltd.
Number of Shares held in theCompany	Nil
List of Directorships held in othercompanies *	1. Birla Corporation Ltd.2. East India Investment Co. Pvt. Ltd.3. RCCPL Pvt. Ltd.
theofChairman/MemberCommittees of the Boards of theCompanies in which he is Director	Member:Audit Committee -RCCPL Pvt. Ltd.Vindhya Telelinks Ltd.Stakeholders Relationship Committee -Birla Corporation Ltd.Committee of Directors -Birla Corporation Ltd.
Relationship with other Directors,Manager and Key ManagerialPersonnel of the Company	None
Number of Meetings of the Boardattended during the year(upto	4 out of 4

Continuation of Directorship as non-executive non-independent Director of the Company, subject to 11.02.2019) conditions $\overline{of}$ Terms and retirement by rotation. appointment/Re-appointment No remuneration is paid save and except Sitting Fees for attending each Meeting of the Board of Directors and the Committees thereof, of which he is a member. The remuneration paid by way of Sitting Fees was Remuneration last drawn by such person, if applicable and disclosed in the Report of Corporate Governance in all the previous Annual Reports.

Remuneration sought to be paid * Number of other Directorships excludes directorships in foreign bodies corporate, companies incorporated under Section 8 of the Companies Act, 2013 and LLP's besides trustees/membership of Managing Committees of various trusts and other bodies/chambers.

Registered Office:

By Order of the Board for Vindhya Telelinks Ltd.

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

11th February, 2019

Satyendu Pattnaik Company Secretary

$12$

VINDHYA TELELINKS LIMITED CIN: L31300MP1983PLC002134

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

POSTAL BALLOT FORM

Sr. No.:

• Name(s) & Registered address of the Sole/ $\ddot{\cdot}$ 1. First named shareholder
• Name(s) of the Joint Shareholders, if any $2.$
• Registered Folio No./DP Id* & Client Id* No. $3.$ (*applicable to shareholder(s) holding shares in electronic form)
• 1. No. of Shares held
• 1. I/We hereby exercise my/our vote in respect of the Resolution(s) to be passed through postal ballot for the business stated in the Postal Ballot Notice of the Company dated 11th February, 2019 by sending my/our assent/dissent to the said Resolution(s) by placing a tick ( $\sqrt{ }$ ) mark in the appropriate column below:

SL.No.	Description	No. of Votes exercisedcorresponding to thetotal number of votingrights	I/we assent totheResolution(FOR)	l/we dissentto theResolution(AGAINST)
1.	Special Resolution for re-appointment of Shri J. Veeraraghavan as anIndependent Director of the Company for the second term of 5 (five)consecutive years, i.e. with effect from 01.04.2019 to 31.03.2024.
2 1	Special Resolution for re-appointment of Shri S.K.Misra as an independentDirector of the Company for the second term of 5 (five) consecutive years, i.e.with effect from 01.04.2019 to 31.03.2024.
3.	Special Resolution for re-appointment of Shri R.C. Tapuriah as an IndependentDirector of the Company for the second term of 5 (five) consecutive years, i.e.with effect from 01.04.2019 to 31.03.2024.
4.	Special Resolution for re-appointment of Shri Shiv Dayal Kapoor as anIndependent Director of the Company for the second term of 5 (five)consecutive years, i.e. with effect from 01.04.2019 to 31.03.2024.
5.	Special Resolution for continuation of Directorship of Smt. Kiran Aggarwal forher remaining term of office as an Independent Director of the Company, with
6.	effect from 01.04.2019 to 09.11.2019.Special Resolution for continuation of Directorship of Shri D.R. Bansal as anon-executive non-independent Director of the Company, liable to retire by
7.	rotation.Special Resolution for continuation of Directorship of Shri Pracheta Majumdaras a non-executive non-independent Director of the Company, liable to retirehy mration.

Place:

Date:

Signature of the Shareholder.

ELECTRONIC VOTING PARTICULARS

Electronic Voting Sequence Number (EVSN)	*Default PAN/Sequence No.
190216007	والمفوادين فسيط يستنبين.

Only Members who have not updated their PAN with Company / Depository Participant, shall use default PAN (10 digit sequence number) which is printed as above.

NOTES:

• Each equity share of the Company carries one vote.
• Please read carefully the instructions printed overleaf before exercising the vote. 1.
• Last date for Receipt of Postal Ballot Form by the Scrutinizer: 25th March, 2019 upto 5.00 p.m. $\overline{2}$ .
• $3.$

÷

$\ddot{\phantom{a}}$

÷

INSTRUCTIONS

• Member(s) desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the 1. Scrutinizer in the attached postage pre-paid self-addressed envelope. Postage will be borne and paid by Vindhya Telelinks Limited (the "Company"). Envelope containing Postal Ballot Form, if deposited in person or sent by courier at the expense of the Member(s) will also be accepted.
• The postage pre-paid self-addressed envelope bears the name and postal address of the Scrutinizer appointed by $2.$ the Company.
• This Postal Ballot Form should be completed and signed by the member, as per the specimen signature registered $3.$ with the Company or the Depository Participant, as the case may be. In case of joint holding, this form should be completed and signed (as per the specimen signature registered with the Company) by the first named Member and in his/her absence, by the next named Member. In case Postal Ballot Form is signed through a delegate, a copy of the Power of Attorney attested by the Member shall be annexed to the Postal Ballot Form. There will be one Postal Ballot Form for every folio/client ID irrespective of the number of joint holders.
• 1. In the case of the equity shares held by companies, trusts, societies etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of the board resolution/authority letter.
• The consent must be accorded by recording the assent in the column 'FOR' or dissent in the column 'AGAINST' by 5. placing a tick mark (v) in the appropriate column in the Postal Ballot Form. The assent or dissent received in any other form shall not be considered valid.
• Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected. The Scrutinizer's decision on the validity of 6. the Postal Ballot Form shall be final and binding.
• Duly completed Postal Ballot Form should reach the Scrutinizer not later than 30 days from the date of dispatch of 7. the notice i.e. by 25th March, 2019 upto 5.00 p.m. Postal Ballot Form received after this date will be strictly treated as if the reply from such Member(s) has not been received.
• Members are requested to fill the Postal Ballot Form in indelible ink and avoid filling it by using erasable writing 8. medium(s) like pencil.
• Voting rights shall be reckoned on the paid up equity shares held and registered in the name of the Members whose 9. name appears in the Register of Members/Record of Depositories as on 15th February, 2019.
• 1. The result of the Postal Ballot will be declared on 27th March, 2019 at the Registered Office of the Company.
• 1. The Postal Ballot shall not be exercised by a Proxy.
• 1. Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed postage pre-paid envelope. If any extraneous papers are found, the same will be destroyed by the Scrutinizer.
• 1. A Member may request for a duplicate Postal Ballot Form, if so required, and the same duly completed should reach the Scrutinizer not later than the date specified under instruction no.7 above.
• 1. The Company is also offering e-voting facility as an alternate, for all the Members to enable them to cast their vote electronically instead of through Postal Ballot Form. The detailed procedure is enumerated in the Notes to the Postal Ballot Notice.

*****

1. A Member need not use all his votes nor cast all his votes in the same way.

BUSINESS REPLY ENVELOPE

$\frac{1}{2}$

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BR Permit No.: MH/BY/NE/BR/238/18-19 Tagore Nagar, P.O., Mumbai - 400 083.

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C/O : LINK INTIME INDIA PRIVATE LIMITED Unit: VINDHYA TELELINKS LIMITED C-101, 247 Park, L.B.S. Marg,Vikhroli (West), Mumbai - 400 083. Shrl Rajesh Kumar MishraPracticing Company SecretaryScrutinizer

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