Zenith Exports Ltd. — AGM Information 2021

Sep 4, 2021

NOTICE

NOTICE is hereby given that the 39th Annual General Meeting ("AGM") of the Members of ZENITH EXPORTS LIMITED (CIN: L24294WB1981PLC033902) will be held onWednesday, 29th September'2021 at 11:30 a.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 Standalone Financial Statements of the Company for the financial year ended 31stMarch, 2021, together with the Reports of the Board of Directors and Auditors thereon.
• 1. To appoint a Director in place of Mrs. Urmila Loyalka (DIN: 00009266), who retires by rotation and, being eligible, offers herself for re-appointment.

SPECIAL BUSINESS:

1. Approval for Payment of Remuneration to Mr. Surendra Kumar Loyalka (PAN: ABAPL3996R) for Holding an office or place of Profit in the Company and in this regard to consider and, if thought fit, to pass the following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') read with the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), other applicable laws and in accordance with the recommendation of the Nomination & Remuneration Committee, the Audit Committee and the Board of Directors, consent of the members of the Company be and is hereby accorded to the appointment of Mr. Surendra Kumar Loyalka (Father of Mr. Varun Loyalka, Managing Director of the Company) holding office or place of profit as Chief Executive Officer – Silk Division of the Company w.e.f. 13th November, 2020 on the remuneration, terms and conditions as set out in the explanatory statement attached hereto.

"RESOLVED FURTHER THAT the Nomination & Remuneration Committee/Board of Directors has the liberty to alter and vary such remuneration in accordance with the provisions of the Companies Act, 2013, to effect change in designation and responsibilities of Mr. Surendra Kumar Loyalka holding office or place of profit, within the maximum limit approved by the shareholders."

"RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and are hereby authorized severally to execute and perform such acts, deeds, matters and things as may be necessary and to give such directions as may be desirable that may arise in giving effect to this resolution."

First Floor, Kolkata - 700 001 Sd/- Dated: 13thAugust, 2021 Vikram Kumar Mishra

Registered & Head Office: By Order of the Board of Directors 19, R. N. Mukherjee Road For ZENITH EXPORTS LIMITED

Company Secretary FCS: 11269

Notes:

• 1. In view of the Covid-19 pandemic, social distancing norms to be strictly followed by every individual. Therefore, the Ministry of Corporate Affairs ('MCA') has vide its General Circular dated 13thJanuary , 2021 read with General Circulars dated 8thApril, 2020, 13th April, 2020 and 5th May, 2020 (collectively referred to as 'MCA Circulars') permitted the holding of the Annual General Meeting ('AGM') through Video Conferencing ('VC') facility or other audio visual means ('OAVM'), without the physical presence of the Members at a common venue. Further, the Securities and Exchange Board of India ('SEBI') vide its Circulars dated 12thMay, 2020 and 15thJanuary, 2021 ('SEBI Circulars') has also granted certain relaxations. In compliance with the applicable provisions of the Companies Act, 2013 ('the Act'), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC/OAVM on Wednesday, 29th September, 2021 at 11.30 a.m. (IST). The proceedings of the 39th AGM shall be deemed to be conducted at the Registered Office of the Company at 19, R.N.Mukherjee Road, Kolkata – 700 001.
• 1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 in respect of the Special Business to be transacted at the meeting is annexed hereto.
• 1. A statement giving additional details of the Director(s) seeking appointment /re-appointment at this AGM as set out at Item No. 2 of this Notice are annexed herewith as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.
• 1. Pursuant to the provisions of Section 105 of the Companies Act, 2013, 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. Since this AGM is being held through VC/OAVM pursuant to the above mentioned MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this AGM and hence the Proxy Form, Attendance Slip and Route Map for the AGM are not annexed to this Notice.
• 1. Corporate members intending to send their authorised representative to attend the AGM through VC or OAVM or to vote through remote e-voting, pursuant to Sections 112 and 113 of the Act, are requested to send a certified copy of the board resolution to the Scrutinizer by e-mail at asit.labh1@gmail.com with a copy marked to evoting@nsdl.co.in, authorising their representative by 28thSeptember, 2021, to attend and vote on their behalf at the AGM.
• 1. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date of Wednesday, 22ndSeptember, 2021.
• 1. In compliance with the aforesaid MCA and SEBI Circulars, this Notice together with annual report for the financial year 2020-21 is being sent only through electronic mode to those members whose email addresses are registered with the company/depositories. Copies of the Notice and annual report 2020-21 will also be uploaded on the company's website at www.zenithexportslimited.com, websites of stock exchanges i.e., BSE Ltd and National Stock Exchange of India Ltd., at www.bseindia.com and www.nseindia.com respectively.
• 1. The Members can join the AGM through VC / OAVM 15(fifteen) minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The

facility of participation at the AGM through electronic mode will be made available for 1000 members on first come first served basis. It may be noted that the large Shareholders (i.e. Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, Auditors are allowed to attend the AGM without restriction on account of first come first served basis.

• 1. Members attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at sec@zenithexportsltd.net from 22nd September, 2021 to 25th September, 2021 by 5.00 p.m.The Company will respond to the shareholder suitably. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday, 23rd September, 2021 to Wednesday, 29th September, 2021 (both days inclusive) for the purpose of AGM.
• 1. As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from 1st April, 2019, except in case of request for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holding to dematerialized form. Members can contact our RTA M/s. C.B. Management Services Pvt Ltd. for assistance in this regard.
• 1. In case of Joint Holders attending the AGM, only such Joint Holder whose name appears first in the order of names will be entitled to vote.
• 1. All the Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested maintained under Section 189 of the Act will be available for inspection by the Members in electronic mode during the AGM. Members who wish to seek inspect, may send their request through an email at sec@zenithexportsltd.net up to the date of AGM.
• 1. The Company's Statutory Auditors M/s. V. Goyal & Associates, Chartered Accountants, were appointed as Statutory Auditors of the Company at the 35th Annual General Meeting held on 15th September , 2017. Pursuant to Notification issued by the Ministry of Corporate Affairs on 7th May, 2018 amending section 139 of the Companies Act, 2013, and the Rules framed thereunder, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at 39th AGM.
• 1. Shareholders seeking any information with regard to the Financial Statements, or any other matter to be placed at the AGM, are requested to write to the Company on or before 20th September, 2021 on sec@zenithexportsltd.net. The Company will respond to the shareholder suitably. Please note that the shareholders' questions will be answered only if the shareholder continues to hold the shares as of the cutoff date i.e. Wednesday, 22nd September, 2021.
• 1. Pursuant to the Circular No. 14/2020 dated 8thApril, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/ OAVM and participate thereat and cast their votes through e-voting.
• 1. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their depository participants in case the shares are held by them in electronic form and with RTA at tanmoyb@cbmsl.com/rta@cbmsl.com in case the shares are held by them in physical form.
• 1. Members holding shares in electronic mode are requested to intimate immediately any change in their address, email-id, and bank particulars to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to Registrars and Share Transfer Agents, M/s. C.B. Management Services Pvt Ltd, P-22, Bondel Road, Kolkata- 700 019.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Accordingly, members holding shares in electronic form are requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN details to Registrars and Share Transfer Agents, M/s. C.B. Management Services Pvt. Ltd.
• 1. Members holding shares in single name are advised to avail the facility of nomination in respect of shares held by them pursuant to the provisions of Section 72 of the Companies Act, 2013. Members holding shares in physical form desiring to avail this facility may send their nomination in the prescribed Form No. SH-13 duly filled in to M/s. C.B. Management Services Pvt. Ltd. Members holding shares in electronic mode may contact their respective Depository Participants for availing this facility.
• 1. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant ('DP') and holdings should be verified from time to time.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circular issued by the Ministry of Corporate Affairs dated 13th January, 2021 read with Circulars dated 8thApril, 2020, 13thApril, 2020 and 5 thMay, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated 13thApril, 2020, the Notice calling the AGM has been uploaded on the website of the Company at zenithexportslimited.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com

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

The remote e-voting period begins on Sunday, September 26, 2021 at 9:00 A.M. and ends on Tuesday, September 28, 2021 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. Wednesday, 22nd September, 2021, 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 Wednesday, 22nd September, 2021.

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

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9thDecember , 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.

Type of shareholders	Login Method
Individual Shareholders holdingsecurities in Demat mode with NSDL.	1.If you are already registered for NSDL IdeASfacility, please visit the e-Services website ofNSDL. Open web browser by typing the followingURL: https://eservices.nsdl.com/ either on aPersonal Computer or on a mobile. Once the homepage of e-Services is launched, click on the"Beneficial Owner" icon under "Login" which isavailable under "IdeAS" section. A new screenwill open. You will have to enter your User ID andPassword. After successful authentication, you willbe able to see e-Voting services. Click on "Accessto e-Voting" under e-Voting services and you willbe able to see e-Voting page. Click on optionsavailable against company name or e-Votingservice provider – NSDL and you will be redirected to NSDL e-Voting website for casting yourvote during the remote e-Voting period or joiningvirtual meeting & voting during the meeting.

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

	2.	If the user is not registered for IdeAS e-Services,option to register is available at https://eservices.nsdl.com. Select "Register Online forIdeAS"Portalorclickathttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.	Visit the e-Voting website of NSDL. Open webbrowser by typing the following URL: https://www.evoting.nsdl.com/ either on a PersonalComputer or on a mobile. Once the home page ofe-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member' section. A new screen will open. You willhave to enter your User ID (i.e. your sixteen digitdemat account number held with NSDL),Password/OTP and a Verification Code as shownon the screen. After successful authentication, youwill be redirected to NSDL Depository site whereinyou can see e-Voting page. Click on options availableagainst company name or e-Voting serviceprovider – NSDL and you will be redirected to eVoting website of NSDL for casting your voteduring the remote e-Voting period or joining virtualmeeting & voting during the meeting.
Individual Shareholders holdingsecurities 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-Votingpage without any further authentication. The URLfor users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com and click on New SystemMyeasi.
	2.	After successful login of Easi/Easiest the user willbe also able to see the E Voting Menu. The Menuwill 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, optionto register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4.Alternatively, the user can directly access e-Votingpage by providing demat Account Number and PANNo. from a link in www.cdslindia.com home page.The system will authenticate the user by sendingOTP on registered Mobile & Email as recorded inthe Demat Account. After successful authentication,user will be provided links for the respective ESPi.e. NSDL where the e-Voting is in progress.

Individual Shareholders (holdingsecurities in Demat mode) loginthrough their depository participants

You can also login using the login credentials of yourdemat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Oncelogin, you will be able to see e-Voting option. Once youclick on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication,wherein you can see e-Voting feature. Click on optionsavailable against company name or e-Voting serviceprovider-NSDL and you will be redirected to e-Votingwebsite of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & votingduring the meeting.

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

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

Login type	Helpdesk details
Individual Shareholders holdingsecurities in demat mode with NSDL	Members facing any technical issue in login can contactNSDLhelpdeskbysendingarequestatevoting@nsdl.co.in or call at toll free no.: 1800 1020 990and 1800 22 44 30
Individual Shareholders holdingsecurities in demat mode with CDSL	Members facing any technical issue in login can contactCDSLhelpdeskbysendingarequestathelpdesk.evoting@cdslindia.com or contact at 022-23058738 or 022-23058542-43

c) Login Method 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.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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

1. Your User ID details are given below :

	Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
a)	For Members who hold shares indemat account with NSDL.	8 Character DP ID followed by 8 Digit ClientIDFor example if your DP ID is IN300*** andClient ID is 12****** then your user ID isIN30012***.
b)	For Members who hold shares indemat account with CDSL.	16 Digit Beneficiary IDFor example if your Beneficiary ID is12************** then your user ID is12**************
c)	For Members holding shares inPhysical Form.	EVEN Number followed by Folio Numberregistered with the companyFor example if folio number is 001*** andEVENis101456thenuserIDis101456001***

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.
• (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 pass-

word', 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. 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.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • 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.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • 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.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

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.
• 1. Select EVEN 117186 of Zenith Exports Limited 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".
• 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.

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 asit.labh1@gmail.com with a copy marked to evoting@nsdl.co.in
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. 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.: 1800-1020-990and 1800- 224-430 or send a request at evoting@nsdl.co.in.

The instructions for Members for e-Voting on the day of the AGM are as under:-

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.
• 1. Process for those members whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolutions set out in this Notice :
  • a) In case shares are held in physical mode, please provide Folio No., Name of members, 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 sec@zenithexportsltd.net.
  • b) 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 (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to sec@zenithexportsltd.net. If you are an Individual shareholders 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 and joining virtual meeting for Individual shareholders holding securities in demat mode.
  • c) Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
  • d) In terms of SEBI circular dated 9thDecember , 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.

27. Instructions for members for attending the AGM through VC/OAVM are as under:

• a) Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the 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 in the notice to avoid last minute rush.

• b) Members are encouraged to join the Meeting through Laptops for better experience.

• c) Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

• d) Please note that Participants 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.

• 1. The voting rights of the Members shall be in proportion to their shares of the paid up equity shares capital of the Company as on the cutoff date (record date) i.e.Wednesday, 22nd September, 2021.
• 1. Any persons, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cutoff date i.e. Wednesday, 22nd September, 2021, may obtain the login id and password by sending a request at evoting@nsdl.co.in. However, if he/she is already registered with NSDL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.
• 1. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting, by use of e-voting system for all those Members who are present during the AGM through VC/OAVM but have not cast their votes by availing the remote e-voting facility. The e-voting module during the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.
• 1. Mr. Asit Kumar Labh, Practicing Company Secretary (Mem. No.32891, COP No.14664) has been appointed as the Scrutinizer to scrutinize the e-voting processin a fair and transparent manner.
• 1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, unblock the votes cast and make, not later than 48 hours of 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 will acknowledge the receipt of the same and declare the result of the voting forthwith.
• 1. The Results will be declared within 48 hours of conclusion of the AGM by the Chairman or by any person authorized by him in this regard. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.zenithexportslimited.com and on the website of NSDL www.evoting.nsdl.com immediately after the result is declared. The Company shall simultaneously forward the results to BSE Limited ("BSE"), National Stock Exchange of India Limited ("NSE") where the shares of the Company are listed.

First Floor, Kolkata - 700 001 Sd/-

Registered & Head Office: By Order of the Board of Directors 19, R. N. Mukherjee Road For ZENITH EXPORTS LIMITED Dated: 13thAugust, 2021 Vikram Kumar Mishra Company Secretary FCS: 11269

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

Pursuant to Section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the businesses mentioned under Item No. 3 of the accompanying Notice.

Item No.3

The Audit Committee, Nomination & Remuneration Committee and the Board of Directors of the Company have recommended the appointment and remuneration of Mr. Surendra Kumar Loyalka (Father of Mr. Varun Loyalka, Managing Director of the Company), at their meetings held on November 13, 2020, in terms of the provisions of Section 177, 188 and other applicable provisions of the Companies Act, 2013.

Section 188(1)(f) of the Companies Act, 2013 read with Rule 15(3) (i) of Companies (Meetings of Board and its Powers) Rules, 2014 as amended, provides that related party's appointment to any office or place of profit in the Company carrying monthly remuneration exceeding Rs. 250,000/- shall be subject to approval by the Board of Directors of the Company and the Members of the Company.

Given below is a statement of disclosures as required under the Companies (Meetings of Board and its Powers) Rules, 2014:

• a) Name of the related party: Mr. Surendra Kumar Loyalka.

• b) Name of the director or key managerial personnel who is related, if any: Mr. Varun Loyalka, Mrs. Urmila Loyalka and Mr. Rajkumar Loyalka.

• c) Nature of relationship: Mr. Surendra Kumar Loyalka, is related to Mr. Varun Loyalka, Managing Director as father, Mrs. Urmila Loyalka - Woman Director as spouse and Mr. Rajkumar Loyalka - Chief Executive Officer as brother.

• d) Nature, material terms, monetary value and particulars of the contract or arrangement:

  • 1) Basic Salary: Rs.1,50,000/- (Rupees One Lakh Fifty Thousand Only) per month.
  • 2) Special Allowances: Rs.1,50,000/- (Rupees One Lakh Fifty Thousand Only) per month.
  • 3) Residential Accommodation: Rent free furnished residential accommodation. The expenses incurred on Gas, Electricity and Water to be borne by himself.
  • 4) Reimbursement of Medical Expenses: Reimbursement of Medical Expenses actually incurred on self and family subject to a ceiling of one Month salary in a year or three months' salary over a period of three years.
  • **5) Leave Travel Concession:**Once in a year for self and family. Family means wife and dependent children.
  • 6) Club Fees: The Company will bear the annual, admission & life membership fees of not more than 2 Clubs, expenses incurred at clubs other than for the purpose of business of the Company to be borne by himself.

• 7) Personal Accident Insurance: The Company will cover your life against Personal Accident Insurance, premium of which shall not exceed Rs.10,000/- per month.

• **8) Leave:**Entitled to privilege and earned leave on full pay and allowances as per the rules of the Company subject to a maximum of one month leave for eleven months of service.

• 9) Provident Fund: The Company will contribute to the Provident Fund as per the rules of the Company. The contribution towards Provident Fund and encashment of leave at the end of the tenure will not be included for computation of ceiling on remuneration as specified in Section II of Part II of Schedule V of the Companies Act, 2013, to the extent these either individually or put together are not taxable under the Income Tax Act.

• 10) Gratuity: Gratuity payable will not exceed half a month salary for every completed year of service subject to a maximum ceiling as may be laid down in the Gratuity Act from time to time.

• 11) Telephone: The Company will provide Telephones including Mobile Phone at the residence for official as well as Personal use provided, however, that personal long distance calls will be billed by the Company.

• **12) Car:**The Company will provide Car to you for business and for personal use.

• 13) Reimbursement of Expenses: The Company will reimburse all travelling, entertainment and other expenses incurred by you for the Purpose of Company's business.

• e) Any other information relevant or important for the members to take a decision on the proposed resolution: Mr. Surendra Kumar Loyalka, aged 71 years, is commerce graduate having degree in Law, He has around 40 years of experience in the Textile industry in India and Overseas. He is one of the founding Promoters of the Company and has experience in the Export, Marketing and Administration.

The special business as set out against item No. 3 was approved by the Nomination & Remuneration Committee, Audit Committee and the Board at their respective meetings held on 13thNovember, 2020.

Mr. Surendra Kumar Loyalka & his relatives are interested in this item of business to the extent of their shareholding. Except this, none of the Directors or Key Managerial Personnel(s) or their relatives are in any way concerned with or interested financially or otherwise in the proposed resolution.

The Board of Directors of your Company recommends the resolution in Item No. 3 with respect to remuneration of Mr. Surendra Kumar Loyalka, for holding office or place of profit for the approval by the shareholders of the Company as Ordinary Resolution.

ANNEXURE TO THE NOTICE

Details of Directors seeking Appointment/Re-appointment at the 39th Annual General Meeting as set out in item no. 2 of the Notice [Pursuantto Regulations 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings]:

Name of the Director	Mrs. Urmila Loyalka
DIN	00009266
Date of Birth	11/07/1958
Nationality	Indian
Date of First Appointment	13/02/2015
Qualifications	Higher Secondary
Expertise in specific functional areas	She has more than 15 years of experience in in exportbusiness. She is one of the Promoters and womanDirector of the Company and having expertise in areasrelating to Export, Marketing & Administration.
Details of remuneration sought to be paid	Nil
Last Remuneration Drawn	Nil
Directorship in other Companies*	1. Zenith Koplavitch Exports Limited2. Loyalka Leclercq Textiles Limited.
Chairmanship/Membership of theCommittees of the Board of Directorsof other Companies*	None
Shareholding in the Company	629150 equity shares as on 31st March, 2021
Inter-se relationship with otherDirectors and Key ManagerialPersonnel	Spouse of Mr. Surendra Kumar Loyalka,Mother of Mr. Varun Loyalka andSister-in-law of Mr. Rajkumar Loyalka
Number of Board meetings Attendedduring the year	Four

*Directorship includes Directorship of Public Companies & Committee membership includes only Audit Committee and Stakeholders' Relationship Committee of Public Limited Company (whether Listed or not).