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WONDER ELECTRICALS LIMITED AGM Information 2020

Sep 5, 2020

59160_rns_2020-09-05_98c41c88-a495-46da-ab08-03d9b761e667.pdf

AGM Information

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FORI\4ERLY KNOWN AS WONDER FIBROMATS PW. LTD,

REGISTERED OFFICE:45, GFOUNo aLOOR, OKHLA INDUSTRIAI ESTATE (PHASE lll), NEW DELHT- 110020 PHONE 01166058952

PLANI KHPSR,A NO T0'106, MIPUR INDUSIRIAT AREA, BIIAGWANPUR, ROORKE€, UTTMKHAND

Date: September 05, 2020

To,

Chief Manager Listing Compliance Department Nationat Stock Exchange oflndia Limited (NSE) Exchange Plaza, C-1, Block G, Bandra Kurla Complexn Bandra @), Mumbai-400051

Scrip Code: WFL ISIN: II[EO2WGO1016

Sub: Notice of 11th Annual General Meetins ("AGM") of the members of Wonder Fibromats Linited ofthe Comoany , i

Pursuant to the Regulations 30(6) and Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), read with SEBI CircularNo. CIR/CFD/CI{D|4/2015 dated September 9,2015, we are enclosing herewith the Notice of 11ft AGM ofthe members oftle Company, to be held on Monday, September 28,2020 at 01.00 p.m. (IST) through Video Conferencing /Other Audio-Visual Means.

The Notice of the ensuing I 1s AGM of the Company and the Annual Report for the financial year ended March 31,2020 are being dispatched to the Members, whose email IDs are registered with the Company or the Depositories, through electronic mode today.

The said Notice and Annual Report are also placed on tle website of the Company:. *r,w.rvonderfibromats.com

We request you to take the above on record and t.hat the same be treated as compliance under the applicable provisions ofthe SEBI Listing Regulations.

Thanking you,

For Wonder Fibrt

i6o\e^"\c{" Kripank Kumard Cornpany Secretary & Membership. No. A59926

ffi%

Encl: As above

WONDER FIBROMATS LIMITED

(Formerly known as Wonder Fibromats Private Limited) CIN: L31900DL2009PLC195174 Registered Office & Corporate Office: 45, Ground Floor, Phase-III, Okhla Industrial Estate, New Delhi-110020 Tel: 011-66058952 Email: [email protected] ; Website: www.wonderfibromats.com

NOTICE OF THE 11th ANNUAL GENERAL MEETING

NOTICE is hereby given that the Eleventh Annual General Meeting (the "AGM") of the Shareholders of Wonder Fibromats Limited (the "Company") will be held on Monday, 28thSeptember, 2020 at 1:00 P.M. (IST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") to transact the following businesses.

ORDINARY BUSINESS:

  • 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2020 together with the Reports of the Board of Directors and Auditors thereon.
  • 2. To Appoint a Director in place of Mr. Harsh Kumar Anand (DIN: 00312438), who retire by rotation and being eligible, offers himself for re-appointment.
  • 3. To Appoint a Director in place of Mr. Siddhant Sahni (DIN: 07508004),who retire by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. Ratification of remuneration payable to M/s. Ajay Kumar Singh & Co., Cost Auditors of the Company

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

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force) the remuneration payable to M/s. Ajay Kumar Singh & Co., Cost Accountants (Firm Registration Number 000386), appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2021 amounting to Rs. 30,000/- (Rupees Thirty thousand only) be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT any Director of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be necessary to give full effect to the foregoing resolution."

5. Approval to Increase the Overall Managerial Remuneration of the Company

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

"RESOLVED THAT in accordance with the provisions of Section 197 of the Companies Act 2013 as amended by the Companies (Amendment) Act, 2017, read with Schedule V and Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and other applicable provisions, if any, of the Companies Act 2013 and rules made thereunder (including any statutory modification (s) or re-enactment thereof for the time being in force) and pursuant to the recommendation of Nomination and Remuneration Committee, approval of the members of the Company be and is hereby accorded to increase the overall limit of managerial remuneration payable by the Company in respect of any Financial Year, over and above the limits prescribed, i.e. from 11% (Eleven percent) to 40% (Forty percent) of the net profits of the Company computed in the manner laid down in Section 198 of the Companies Act 2013;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take such steps and to do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution."

By order of the Board For Wonder Fibromats Limited

Kripank Kumar Singh Company Secretary & Compliance Officer Membership No. A59926

Registered Office: 45, Ground Floor, Okhla Industrial Estate, Phase-III, New Delhi-110020 CIN: L31900DL2009PLC195174

Date: 18th August, 2020 Place: New Delhi

NOTES:

1. In view of the outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and Ministry of Corporate Affairs ("MCA") has vide its General Circular No. 20/2020 dated 5th May, 2020, read with General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated 13th April, 2020 (collectively referred to as "said Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC/OAVM, without the physical presence of the Shareholders at a common venue.

Accordingly, in compliance with the applicable provisions of the Companies Act, 2013 ("Act") read with the said Circulars and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has decided to convene its ensuing 11thAGM through VC/OAVM and the Shareholders can attend and participate in the ensuing AGM through VC/OAVM.

  • 2. Explanatory Statement pursuant to Section 102 of the Act relating to Items no. 4 & 5 of the Notice of the 11thAGM, which are considered to be unavoidable by the Board of Directors of the Company, is annexed hereto. Also, relevant details in respect of Directors seeking re-appointment at the AGM, in terms of Regulation 36(3) of the SEBI Listing Regulations and Clause 1.2.5 of Secretarial Standard - 2 on General Meetings are also annexed to this notice as Annexure-A.
  • 3. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. However, since this AGM is being held through VC/OAVM, whereby physical attendance of Shareholders has been dispensed with and in line with the said Circulars read with Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 ("said SEBI Circular") issued by the Securities and Exchange Board of India ("SEBI"), THE FACILITY TO APPOINT A PROXY TO ATTEND AND CAST VOTE FOR THE SHAREHOLDER IS NOT MADE AVAILABLE FOR THIS AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
  • 4. However, in terms of the provisions of Section 112 and 113 of the Act read with the said Circulars, Corporate Shareholders are entitled to appoint their authorised representatives to attend the AGM through VC/OAVM on their behalf and participate thereat, including cast votes by electronic means (details of which are provided separately, hereinbelow). Such Corporate Shareholders are requested to refer 'General Guidelines for Shareholders' provided in the notice below, for more information.
  • 5. The Shareholders can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned herein below in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for Shareholders on 'first come first serve' basis. This will not include large Shareholders (i.e. Shareholders holding 2% or more), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairperson(s) of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of 'first come first serve' basis.
  • 6. The attendance of the Shareholders attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
  • 7. The Shareholders, seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before 25 th September, 2020, through Email on [email protected]. The same will be replied by/on behalf of the Company suitably at the AGM.
  • 8. In view of the outbreak of the COVID-19 pandemic, resultant difficulties involved in dispatching of physical copies of the Annual Report and in line with the said Circulars issued by the MCA and said SEBI Circular, the Annual Report including Notice of the 11thAGM of the Company inter alia indicating the process and manner of e-voting is being sent only by Email, to all the Shareholders whose Email IDs are registered with the Company/Depository Participant(s) for communication purposes to the Shareholders and to all other persons so entitled.
  • 9. Further, in terms of the applicable provisions of the Act, SEBI Listing Regulations read with the said Circulars issued by MCA and said SEBI Circular, the Annual Report including Notice of the 11thAGM of

the Company will also be available on the website of the Company at www.wonderfibromats.com The same can also be accessed from the website of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com respectively and on the website of NSDL(agency providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

Voting through electronic means

  • In terms of the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 (as amended from time to time) and Regulation 44 of the SEBI Listing Regulations and the said Circulars, the Company is pleased to provide the facility of "e-voting" to its Shareholders, to enable them to cast their votes on the resolutions proposed to be passed at the AGM, by electronic means. The instructions for e-voting are given hereinbelow.
  • The Company has engaged the services of National Securities Depository Limited ("NSDL"), who will provide the e-voting facility of casting votes to a Shareholder using remote e-voting system (e-voting from a place other than venue of the AGM) ("remote e-voting") as well as e-voting during the proceeding of the AGM ("e-voting at the AGM").
  • Further, in accordance with Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed Monday, 21 thSeptember, 2020 as the "cut-off date" to determine the eligibility to vote by remote e-voting or e-voting at the AGM. A person whose name is recorded in the Register of Shareholders or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e. Monday, 21th September, 2020, shall be entitled to avail the facility of remote e-voting or e-voting at the AGM.
  • Only those Shareholders, who will be present at the AGM through VC/OAVM facility and who would not have cast their vote by remote e-voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.
  • The Board has appointed Ms. Rubina Vohra, Proprietor of Rubina Vohra & Associates, Company Secretaries, as the Scrutiniser to scrutinise the e-voting in a fair and transparent manner.
  • Instructions for Shareholders for remote e-voting

The remote e-voting period begins on Friday, 25 thSeptember, 2020 at 9.00 a.m. and ends on Sunday, 27 th September, 2020 at 5.00 p.m. and the remote e-voting module shall be disabled by NSDL for voting thereafter.

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: Log-in to NSDL e-voting system at www. evoting.nsdl.com

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

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

  • II. Once the home page of e-voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
  • III. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

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

IV. Your User ID details are given below:

Manner of holding shares Your User ID
a)ForShareholderswhohold shares in demat accountwith NSDL. 8 Character DP ID followed by 8 Digit Client IDFor example, if your DP ID is IN300*** and Client ID is12****** then your user ID is IN30012***.
b)ForShareholderswhohold shares in demat accountwith CDSL. 16 Digit Beneficiary IDForexample,ifyourBeneficiaryIDis12**************thenyouruserIDis12**************
  • V. Your password details 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.
  • 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.

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. You will be required to trace the Email sent to you from NSDL from your mailbox. You can open the Email and open the attachment i.e. a PDF file. The password to open the PDF file is your 8-digit client ID for NSDL account or last 8 digits of client ID for CDSL account. The PDF file contains your 'User ID' and your 'initial password'.

  • (ii) If your Email ID is not registered, please follow steps mentioned below i.e. process for those Shareholders whose Email IDs are not registered.

  • VI. If you are unable to retrieve or have not received the 'initial password' or you have forgotten your password:

  • i. If you are holding shares in your demat account with NSDL or CDSL: Click on "Forgot User Details/Password?" option available on www.evoting.nsdl.com.

  • ii. If you are still unable to get the password by aforesaid options, you can send a request at [email protected], by mentioning your demat account number/ folio number, your PAN, your name and your registered address.

  • iii. Shareholders can also use the OTP (one-time password) based login for casting the votes on the e-voting system of NSDL.

  • VII. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

  • VIII. Now, you will have to click on "Login" button.

  • IX. After you click on the "Login" button, Home page of e-voting will open.

Step 2: Cast your vote electronically on NSDL e-voting system.

How to cast your vote electronically on NSDL e-voting system?

    1. After successful login at Step 1, you will be able to see the Home page of e-voting. Click on "e-voting". Then, click on "Active Voting Cycles".
    1. After clicking on "Active Voting Cycles", you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
    1. Select "EVEN" of "Wonder Fibromats Limited", which is 114029.
    1. Now you are ready for e-voting as the Voting page opens.
    1. 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.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the "print" option on the confirmation page.
    1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING AT THE AGM:

  • I. The procedure for e-voting at the AGM is same as the instructions mentioned above for remote e-voting.
  • II. As mentioned hereinabove, only those Shareholders, who will be present at the AGM through VC/OAVM facility and who would not have not cast their vote by remote e-voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.
  • III. Shareholders who have voted through remote e-voting will be eligible to attend the AGM and their presence shall be counted for the purpose of quorum, however such Shareholders shall not be entitled to cast their vote again at the AGM.

General Guidelines for Shareholders

A. 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. whereby their authorised representative has been appointed to attend the AGM on their behalf, to the Company, together with attested specimen signature of the duly authorised signatory(ies) who are authorised to vote, to the Scrutiniser by e-mail to [email protected] with a copy marked to [email protected].

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

Other Information

  • i.) In case of any queries with respect to remote e-voting or e-voting at the AGM, 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.: 1800-222-990 or can contact NSDL on [email protected].
  • ii.) Those persons, who have acquired shares and have become Shareholders of the Company after the dispatch of Notice of the AGM by the Company and whose names appear in the Register of Shareholders or Register of beneficial holders as on the cut-off date i.e. Monday, 21 st September, 2020 shall view the Notice of the 11thAGM on the Company's website or on the website of NSDL.
  • iii.) Such persons may obtain the login ID and password by sending a request at [email protected]. However, if he/she is already registered with NSDL for remote e-voting then he/she can cast his/her vote by using existing User ID and password and by following the procedure as mentioned above or by voting at the AGM.
  • iv.) Voting rights of the Shareholders shall be in proportion to their shares in the paid- up equity share capital of the Company as on the cut-off date i.e. Monday, 21 stSeptember, 2020. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
  • v.) Every Client ID No./Folio No. will have one vote, irrespective of number of joint holders.

Scrutiniser's report and declaration of results

  • (i) The Scrutiniser shall, after the conclusion of e-voting at the AGM, first count the votes cast vide e-voting at the AGM and thereafter shall, unblock the votes cast through remote e-voting, in the presence of at least two witnesses not in the employment of the Company. He shall submit a Consolidated Scrutiniser's Report of the total votes cast in favour or against, not later than 48 (forty eight) hours of the conclusion of the AGM, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.
  • (ii) The results declared along with the Scrutiniser's Report shall be placed on the Company's website www.wonderfibromats.com and on the website of NSDL i.e. www.evoting.nsdl.com. The Company shall simultaneously forward the results to National Stock Exchange of India Limited, where the shares of the Company are listed.

10. Attending the AGM through VC/OAVM:

Instructions for Shareholders for Attending the AGM Through VC/OAVM:

Shareholders are being provided with a facility to attend the AGM through VC/OAVM through the NSDL e-voting system. Shareholders may access the same at www.evoting.nsdl.com under "Shareholders/members" login by using the remote e-voting credentials.

  • i. The link for VC/OAVM will be available in "Shareholders/members" login where the EVEN of Company will be displayed.
  • ii. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned hereinabove in the Notice, to avoid last minute rush. Further, Shareholders can also use the OTP based login for logging into the e-voting system of NSDL.
  • iii. As mentioned above, the Shareholders can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the necessary procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for Shareholders on 'first come first serve' basis.
  • IV. Please note that Shareholders connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. Shareholders are also encouraged to join the Meeting through Laptops for better experience. Further, Shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance in the meeting.
  • V. Shareholders who need assistance before or during the AGM regarding e-voting facility, please contact:

Ms. Pallavi Mhatre, Manager, NSDL, 4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. Email: [email protected] / [email protected], Tel: 91 22 2499 4545/ 1800-222-990

    1. The Shareholders holding shares in Dematerialized form and have not yet registered their e-mail IDs with their Depository Participant are requested to register their Email ID at the earliest with the depository itself, to enable the Company to use the same for serving documents to them electronically, hereafter.
    1. Shareholders are requested to intimate changes, if any, pertaining to their name, postal address, Email ID, telephone/mobile numbers, PAN, mandates, nominations, power of attorney, bank details (such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc.), with necessary documentary evidence, to their Depository Participants in case the shares are held by them in dematerialized form.

Changes intimated to the Depository Participant will then be automatically reflected in the Company's records which will help the Company and its Registrar & Share Transfer Agent to provide efficient and better services to the Members.

    1. In terms of the provisions of Section 72 of the Act, the facility for making nomination is available for the Shareholders in respect of the shares held by them. Shareholders who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Shareholders holding shares in dematerialised form are requested to submit the said details to their Depository Participant(s).
    1. Since the AGM will be held through Video Conferencing or Other Audio-Visual Means, route map of venue of the AGM and admission slip is not attached to this Notice.

STATEMENT SETTING OUT THE MATERIAL FACTS CONCERNING AND RELATING TO THE SPECIAL BUSINESS TO BE TRANSACTED AT THE MEETING PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 4

Ratification of remuneration payable to M/s. Ajay Kumar Singh & Co., Cost Auditors of the Company

The Board of Directors of the Company at its meeting held on July 31st 2020, upon the recommendation of the Audit Committee, had approved the appointment of M/s. Ajay Kumar Singh & Co., Cost Accountants (Firm Registration Number 000386) as the Cost Auditors to conduct the audit of the cost accounts maintained by the Company for the financial year ending 31st March, 2021at a remuneration of ₹ 30,000/- (Rupees Thirty Thousand only).

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Shareholders of the Company. Accordingly, consent of the Shareholders is sought for passing an Ordinary Resolution as set out at item no. 4 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year 2020-21.

The Board recommends the resolution as set out at item no. 4 of the Notice for the approval of the Shareholders of the Company by way of Ordinary Resolution.

None of the Directors or Key Managerial Personnel or their relatives, are in any way concerned or interested financially or otherwise in the proposed resolution no.4 as set out in the Notice.

Item No. 5 Approval to Increase the Overall Managerial Remuneration of the Company

As per Section 197 of the Companies Act, 2013 as amended by Companies (Amendment) Act, 2017 which has become effective since September 12, 2018, total managerial remuneration payable by the Company to its Directors, including Managing Director and Whole-Time Director and its Manager in respect of any Financial Year may exceed 11% (eleven per cent) of the net profits of the Company calculated as per the Section 198 of the Companies Act, 2013, provided that the same has been approved by the shareholders of the Company by way of Special Resolution. The requirement of Central Government approval which was hitherto required has been done away with.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on 18.08.2020 recommended to increase in overall limit of managerial remuneration payable by the Company in respect of any financial year from 11% of the net profits of the Company computed in the manner laid down in Section 198 of the Companies Act, 2013.

Accordingly, the Board recommends the resolution set out at item no. 5 for approval of members for the approval of the Shareholders of the Company by way of Special Resolution.

Except the Executive Directors of the company none of the Director or Key Managerial Personnel of the Company including their relatives are concerned or interested in the proposed resolution, financially or otherwise, except to the extent of their shareholding, if any, in the Company.

By order of the Board For Wonder Fibromats Limited

Kripank Kumar Singh Company Secretary & Compliance Officer Membership No. A59926

Registered Office:

45, Ground Floor Okhla Industrial Estate, Phase-III, New Delhi-110020 CIN: L31900DL2009PLC195174

Date: 18th August, 2020 Place: New Delhi

ANNEXURE A

Details of Director(s) seeking re-appointment in the forthcoming Annual General meeting in terms of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on general meetings (SS-2)

Name of the Director Mr. Harsh Kumar Anand Mr. Siddhant Sahni
DirectorIdentificationNumber 00312438 07508004
Category Executive Director Executive Director
Date of Birth 03.11.1949 12.12.1987
Age 71 Years 32 years
Nationality Indian Indian
Date of First Appointmenton the Board 07th June 2013 12th May 2016
Relationship with Directorsand KMPs Father of Mr. Karan AnandFather of Mr. Rohit AnandFather of Mr. Rohit AnandBrother of Mr. Yogesh Anand Son of Mr. Yogesh Sahni
Qualifications B.E. (Mechanical) Bachelor of Business Administration
Expertiseinspecificfunctional area 45 years of rich experience in thefieldofmanufacturingofcomponent & materials used in themanufacturing of electric ceiling &exhaust Fans, business, Sales &Marketing and Client Retention. Having more than 08 years ofexperienceinthefieldofManufacturing of components &Materialsusedinthemanufacturing of electric ceiling& exhaust fans.
Details of Board MeetingstheDirectorsattendedbyduring the year He attended 12 out of 12 BoardMeeting during the FY 19-20. He attended 10out of 12 BoardMeeting during the FY 19-20.
Terms and Conditions of reappointmentalongwithremuneration. Mr. Harsh Kumar Anand has beenre-appointed as Executive Directoron the same terms and conditionsas per original appointment. Mr.Siddhant Sahnihas been reappointed as Executive Directoron the same terms and conditionsas per original appointment.
Membership of Committeesof the company NIL -CSR Committee
List of Directorships held inother Companies -Y & Y appliances Private Limited-Guru technologies Pvt Ltd-J.M.A.ManufacturingPrivateLimited-G.N. hostels Private Limited NIL
Membership/Chairmanshipof Committees across otherPublic Companies NIL NIL
Shareholdinginthecompany 978300-11.68% 615000-7.34%

INFORMATION AT A GLANCE

Particulars Details
Mode Video conference and other audio-visual means
Time and date of AGM 1:00 P.M. (IST), Monday, 28thSeptember, 2020
Participation through video-conferencing https://www.evoting.nsdl.com/
Helpline number for VC participation 1800-222-990
Cut-off date for e-voting stSeptember, 2020Monday, 21
E-voting start time and date th September, 20209:00 A.M. (IST), Friday, 25
E-voting end time and date 5:00 P.M. (IST), Sunday, 27th September, 2020
E-voting website of NSDL https://www.evoting.nsdl.com/
Name, address and contact details of e-voting Contact person:
service provider Ms. Pallavi Mhatre,Manager,
National Securities Depository Limited (NSDL)
4th Floor, 'A' Wing, Trade World,Kamala Mills Compound,Senapati Bapat Marg,Lower Parel, Mumbai 400 013.
Email: [email protected] / [email protected],
Tel: 91 22 2499 4545/ 1800-222-990
Name, address and contact details of Registrar Contact person:
and Transfer Agent Ms. Umesh Pandey
Manager -RIS Corporate Registry
KFin Technologies Private Limited
Selenium Tower B, Plot Nos. 31 & 32, FinancialDistrict, Nanakramguda, Serilingampally Mandal,Hyderabad –500032
Email id: [email protected]
Contact number:
+91 40 6716 1510