Visagar Polytex Ltd — AGM Information 2022

Sep 6, 2022

TILOKCHAND Digitally signed by TILOKCHAND MANAKLAL MANAKLAL KOTHARI KOTHARI Date: 2022.09.06 16:55:58 +05'30'

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

==> picture [239 x 84] intentionally omitted <==

VISAGAR POLYTEX LIMITED

NOTICE CALLING 39[TH] ANNUAL GENERAL MEETING

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

VISAGAR POLYTEX LIMITED CIN: L65990MH1983PLC030215 Registered Office: 907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai-400058 Tel: 022-67424815; Website: www.visagarpolytex.in ; Email: contact@visagar.com

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 39[th] Annual General Meeting of the Members of VISAGAR POLYTEX LIMITED will be held on 30[th] September, 2022, at 10.30 a.m. at 2nd Floor, CKP Hall, Tejpal Scheme Rd 4, Udyan Vikas Society, Vile Parle East, Mumbai-400057, India to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the Audited Financial Statement as at March 31, 2022 and Profit & Loss Account of the Company for the year ended on that date together with the Reports of Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Tilokchand Kothari (DIN: 00413627), who retires by rotation and being eligible, offers himself for re-appointment.

3. To appointment of M/s. Agarwal Desai & Shah. , Chartered Accountants as statutory auditors of the Company and to fix their remuneration.

To consider and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable and pursuant to the recommendations of the Audit Committee, M/s. Agarwal Desai & Shah., Chartered Accountants (Firm Registration No. 0124850W), be appointed as statutory auditors of the Company, in place of retiring auditors M/s. S C Mehra & Associates LLP., Chartered Accountants (Firm Registration No. 106156W/W100305), to hold office from the conclusion of this 39[th] Annual General Meeting until the conclusion of the 44[th] Annual General Meeting, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company.”

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

SPECIAL BUSINESS:

4. Increase in Authorised Share Capital of the Company and consequential amendment in Memorandum of Association of the Company

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 61(a), 64 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed thereunder, consent of the members of the Company be and is hereby accorded for increase in the Authorised Share Capital of the Company from existing Rs. 35,00,00,000 (Rupees Thirty-Five Crore) divided into 35,00,00,000 (Thirty-Five Crore) Equity Shares of Rs.1/- each to Rs. 80,00,00,000 (Rupees Eighty Crore Only) divided into 80,00,00,000 (Eighty Crore) Equity Shares of Rs. 1/- each ranking pari-passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company.”

“RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, consent of the members of the Company be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place and stead the following: -

V. a) The Authorized Capital of the Company is Rs. 80,00,00,000/- (Rupees Eighty Crore Only) divided into 80,00,00,000 (Eighty crores) Equity Shares of Rs. 1/- (Rupees One Only) each. The Company has power, from time to time, to increase or reduce its capital and to divide the shares in the capital for the time being into other classes and to attach thereto respectively such preferential, deferred, qualified or Special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Article of Association of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be permitted by the Article of Association of the Company or the legislative provision for the time being in force on that behalf.”

“RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

Place: Mumbai

For Visagar Polytex Limited

Date: 06[th] September, 2022

Registered Office:

907/908, Dev Plaza, Opp. Andheri Fire Station, S.V. Road, Andheri (West), Mumbai – 400058.

Sd/-

Tilokchand Kothari Managing Director DIN: 00413627

NOTES:

1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), which sets out details relating to Special Business at the meeting is annexed hereto. The relevant details of the Directors seeking re-appointment/ appointment pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and as required under Secretarial Standards - 2 on General Meetings issued by The Institute of Company Secretaries of India, are annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF /HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTURMENT APPOINTING A PROXY IN ORDER TO BE VALID MUST BE DULY FILLED IN ALL RESPECTS AND SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

Pursuant to the provision of the Companies Act 2013 (hereinafter called “the Act”) and the Rules made thereunder person can act as a proxy on behalf of members not exceeding fifty (50) 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 a proxy for any other shareholder.

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

1. Corporate Members intending to send their representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

2. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

3. Members holding Shares in single name and physical form are advised to make nomination in respect of shareholding in the Company. Members can avail of the Nomination facility by filing Form SH-13 with the Company or its Registrar. Blank Forms will be supplied on request. In case of shares held in Demat form, the nomination has to be lodged with their Depository Participants.

4. Members who hold shares in physical shares in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to Adroit Corporate Services (P) Ltd. for consolidation into a single folio.

5. Members are informed that in case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. Particulars of Bank mandates. Such changes are to be advised only to the Depository Participants.

7. Members, holding shares in physical form are requested to notify changes in address, if any, to the Registrars of the Company immediately, quoting their folio numbers. Members, holding shares in dematerialized form, should send the above information to the respective Depository Participants.

8. Members are requested to quote their Registered Folio Nos. on all correspondence with the Company.

9. The Register of Members and Share Transfer Books of the Company shall remain closed from Saturday, September24, 2022 to Friday, September30, 2022 (both days inclusive) for the purpose of annual book closure.

10. The facility for voting through polling paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through polling paper. However, members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM, but shall not be entitled to vote again at the AGM.

11. Members are requested to bring the attendance slip duly filled in, for attending the Meeting. The Attendance slip is sent with this Annual Report. Members, who hold shares in Electronic Form, are requested to bring their Depository ID Number and Client ID Number to facilitate their identification for recording attendance at the forthcoming Annual General Meeting.

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts(s). Members holding shares in physical form can submit their PAN details to M/s. Adroit Corporate Services (P) Ltd. , 19/20, Jafferbhoy Industrial Estate,1[st] floor, Makwana Road, Marol Naka, Andheri (East), Mumbai – 400059.

2. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during office hours on all working days except Saturdays between 11.00 a.m. to 02.00 p.m. up to the date of declaration of the result of the Annual General Meeting of the Company.

3. The Annual Report 2021-22 and Notice of the 39[th] Annual General Meeting of the Company along with Attendance Slip and Proxy Form are being sent in electronic form to all the members whose email IDs are registered with the Company/Depository Participants(s). For members who have not registered their email address, physical copies of the aforesaid documents are being sent in the permitted mode. Members who prefer physical copy to be delivered may write to the Company at its registered office or send an E-mail toinvestors@visagar.com orcontact@visagar.comby providing their DP Id and Client Id as reference.

4. Members may also note that the Notice of the 39[th] Annual General Meeting and the Annual Report for 2021-22 will also be available on the Company’s website www.visagarpolytex.infor their download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Office for inspection during normal business hours on working days.

5. Members who wish to get any further information as regards the items to be transacted at the meeting are requested to write to Ms. Parul Gupta , Company Secretary atleast ten days prior to the Meeting so as to enable the management to reply at the meeting.

6. Members holding shares in physical form are requested to consider converting their holdings in dematerialised form to eliminate risks associated with physical shares and better management of the securities. Members can write to the company’s registrar and share transfer agent in this regard.

7. The route map showing directions to reach the venue of the 39[th] Annual General Meeting is annexed herewith the Notice.

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTINGARE AS UNDER:

The remote e-voting period begins on September 27, 2022 at 09:00 A.M. and ends on September 29, 2022 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., September 23, 2022 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 23, 2022.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

==> picture [429 x 43] intentionally omitted <==

----- Start of picture text -----

Type of Login Method
shareholders
----- End of picture text -----

Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

==> picture [188 x 109] intentionally omitted <==

Individual Shareholders holding securities in demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

3. If the user is not registered for Easi/Easiest, option to register is available at

4. https://web.cdslindia.com/myeasi/Registration/EasiRegistration

5. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual You can also login using the login credentials of your demat account Shareholders through your Depository Participant registered with NSDL/CDSL for (holding securities e-Voting facility. upon logging in, you will be able to see e-Voting in demat mode) option. Click on e-Voting option, you will be redirected to NSDL/CDSL login through their Depository site after successful authentication, wherein you can see e- depository Voting feature. Click on company name or e-Voting service provider participants i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period

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

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type

Helpdesk details

Individual Shareholders holding securities in demat mode with NSDL

Members facing any technical issue in login can contact securities in demat mode with NSDL helpdesk by sending a request at NSDL evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30 Individual Shareholders holding Members facing any technical issue in login can contact securities in demat mode with CDSL helpdesk by sending a request at CDSL helpdesk.evoting@cdslindia.com or contact at 02223058738 or 022-23058542-43

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

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

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 122197 then user ID is 101456001

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

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

5. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

7. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

10. Now, you will have to click on “Login” button.

11. After you click on the “Login” button, Home page of e-Voting will open.

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to vrp.cs.in@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.comto reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

Process for those shareholders whose email ids are not registered with the depositories/ company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to secretarial@visagar.com .

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to secretarial@visagar.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to -

the login method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.infor procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and -

email ID correctly in their demat account in order to access e Voting facility.

• a. In case a Member receives physical copy of the Notice of AGM[for members whose email IDs are not registered with the Company/Depository Participants(s) or requesting physical copy]:

• (i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM:

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

• (ii)Please follow all steps from Sl. No. a above, to cast vote.

• I. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and remote e-voting user manual for Members available at the downloads section ofwww.evoting.nsdl.com or call on toll free no.: 1800-222-990.

• II. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and password/PIN for casting your vote.

NOTE: Shareholders who forgot the User Details/Password can use “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

In case Shareholders are holding shares in demat mode, USER-ID is the combination of (DPID+ Client ID). In case Shareholders are holding shares in physical mode, USER-ID is the combination of (Even No + Folio No).

• III. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s).

• IV. The voting rights of members shall be in proportion to their shares of the Paid-up Equity Share Capital of the Company as on the cut-off date of 23[rd ] September, 2022.

• V. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 23[rd ] September, 2022, may obtain the login ID and password by sending a request at evoting@nsdl.co.inor Issuer/RTA.

However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

• VI. A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

• VII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

• VIII. Mr. Vijay Ramesh Gupta, Practising Company Secretary, Proprietor of VRG& Associates, Company Secretaries, ACS 33236, has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

• IX. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting 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 three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

X. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company viz. www.visagarpolytex.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the National Stock Exchange of India Limited and BSE Limited.

ANNEXURETOTHENOTICE

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3: To appoint M/s. Agarwal Desai & Shah., Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

M/s. S C Mehra Associates LLP., Chartered Accountants (Firm Registration No. 106156W/W100305) were appointed as statutory auditors of the company. In terms of their appointment made at the 34[th] Annual General Meeting held on September 30, 2017, they are holding office of the auditors upto the conclusion of the 39[th] Annual General Meeting and hence, would retire at the conclusion of the forthcoming 39[th] Annual General Meeting.

Accordingly, as per the said requirements of the Act, M/s. Agarwal Desai & Shah., Chartered Accountants (Firm Registration No. 012480W) is proposed to be appointed as statutory auditors of the company, for a period of 5 years, commencing from the conclusion of 39[th] Annual General Meeting till the conclusion of the 44[th] Annual General Meeting.

M/s. Agarwal Desai & Shah., Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

None of the Directors/Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise in the resolution set out at item No. 3 of the notice.

The Board recommends the resolution set out at Item No. 3 of the Notice for approval by the Members by way of an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company or their relatives are interested or concerned, financially or otherwise, in the resolution

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

Item No. 4: Increase in Authorised Share Capital of the Company and consequential amendment in Memorandum of Association of the Company

The present Authorised Share Capital of the Company is Rs. 35,00,00,000 (Rupees Thirty-Five Crore) comprising of 35,00,00,000 (Thirty-Five Crore) Equity Shares of Re.1/- each.

Considering the increased fund requirements of the Company, the Board at its Meeting held on 24[th] December, 2021, had accorded its approval for increasing the Authorised Share Capital from Rs. 35,00,00,000 (Rupees Thirty-Five Crore) to Rs. 80,00,00,000 (Rupees Eighty Crore Only) by creation of 45,00,00,000 (Forty-Five Crore) additional equity shares of Re.1/- each, subject to shareholders approval.

It is therefore proposed to increase the Authorised Share Capital of the Company from Rs. 35,00,00,000 (Rupees Thirty-Five Crore) to Rs. 80,00,00,000 (Rupees Eighty-five Crore Only) by creation of 45,00,00,000 (Forty-five Crore) additional equity shares of Re.1/- each ranking pari-passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company.

Consequently, Clause V of the Memorandum of Association would also require alteration so as to reflect the changed Authorised Share Capital.

The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association of the Company requires approval of members at a general meeting.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the notice as an Ordinary Resolution.

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

ROUTE MAP FOR THE VENUE OF ANNUAL GENERAL MEETING

==> picture [399 x 338] intentionally omitted <==

Venue: 2nd Floor, CKP Hall, Tejpal Scheme Rd 4, Udyan Vikas Society, Vile Parle East, Vile Parle, Mumbai-400057.

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

VISAGAR POLYTEX LIMITED L65990MH1983PLC030215 Regd Office: 907-908, Dev Plaza, Opp. Andheri Fire Station, S. V. Road, Andheri – West, Mumbai – 400 058. Tel.: +91-22-67424815, Website: www.visagarpolytex.in E-mail Id: contact@visagar.com

ATTENDANCE SLIP

Please fill attendance slip and hand it over at the entrance of the meeting hall Joint shareholders may obtain additional Slip at the venue of the meeting

D.P. Id* Folio No. Client Id No. of * Shares

NAME OF THE SHAREHOLDER / PROXYHOLDER:

_________

I hereby record my presence at the 39[th] Annual General Meeting of the Company held on Friday,September 30, 2022 at 10.30 a.m. at2nd Floor, CKP Hall, Tejpal Scheme Rd 4, Udyan Vikas Society, Vile Parle East, Mumbai-400057.

_____ Signature of Shareholder/Proxyholder

Note:

Members are requested to bring their Attendance Slip, sign the same at the place provided and hand it over at the entrance of the venue .

..................................................................................

(Tear Here)……………………………………………………………….

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

VISAGAR POLYTEX LIMITED L65990MH1983PLC030215

Regd Office: 907-908, Dev Plaza, Opp. Andheri Fire Station, S. V. Road, Andheri – West, Mumbai – 400 058.

Tel.: +91-22-67424815, Website: www.visagarpolytex.in E-mail Id: contact@visagar.com

PROXY FORM

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

Name of the Member(s) : ________ Registered Address : _______ Email ID : ______ Folio No./Client ID/DP ID : _________

I/We, being the member(s) of ________shares of the above named Company, hereby appoint:

) Name : _____ Address : _______ ______ Email ID: _____ Signature: ______or failing him ) Name : _____ Address : _______ ________

==> picture [502 x 7] intentionally omitted <==

==> picture [502 x 8] intentionally omitted <==

==> picture [153 x 53] intentionally omitted <==

==> picture [387 x 140] intentionally omitted <==

----- Start of picture text -----

Email ID: ______ Signature:
_____or failing him
) Name : ______ Address :
______
_______
Email ID: ______ Signature:
_________
----- End of picture text -----

---

---

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 39[th] Annual General Meeting of the Company held on Friday, September 30, 2022 at 10.30 a.m. at 2nd Floor, CKP Hall, Tejpal Scheme Rd 4, Udyan Vikas Society, Vile Parle East, Vile Parle, Mumbai400057 and at any adjournment thereof in respect of such resolutions as are indicated below:

Ordinary Business

1. Adoption of financial statements for the year ended as at March 31, 2022 and Reports of Directors’ and Auditors’ thereon.

2. Re-appointment of Mr. Tilokchand Kothari (DIN: 00413627) , who retires by rotation.

3. To appointment of M/s. Agarwal Desai & Shah. , Chartered Accountants as statutory auditors of the Company and to fix their remuneration

4. Increase in Authorised Share Capital of the Company and consequential amendment in Memorandum of Association of the Company

==> picture [313 x 11] intentionally omitted <==

----- Start of picture text -----

Signed this ___ day of__ 2022.
----- End of picture text -----

==> picture [431 x 43] intentionally omitted <==

----- Start of picture text -----

___
____
Signature of Shareholder Signature of the proxy
(holders)
----- End of picture text -----

Notes:

1. This form, in order to be effective, should be duly completed, stamped, signed and deposited at the registered office of the Company, not less than 48 hours before the commence of the meeting.

2. Notwithstanding the above the Proxies can vote on such other items which may be tabled at the meeting by the shareholders present.

==> picture [502 x 7] intentionally omitted <==