Zuari Industries Limited — Proxy Solicitation & Information Statement 2019

Mar 25, 2019

25th March, 2019

BSE Limited, Floor 25, P.J. Towers, Dalal Street, Mumbai-400001

National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai-400051.

Dear Sirs,

Sub: Postal Ballot Notice and Form.

This has reference to our letter dated 18th March, 2019 regarding the outcome of the Board Meeting, where the Board of Directors have considered and approved i) giving of guarantee or providing any security in connection with any loans to be taken by Zuari Agro Chemicals Limited under Sec 185 of the Companies Act, 2013 subject to the approval of the shareholders by way of special resolution. ii) Continuation of current term of Mr. Krishan Kumar Gupta, Independent Director in view of Regulation 17( 1 A) of SEBl (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 subject to the approval of shareholders by way of special resolution.

Pursuant to section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, the Company is seeking the approval of the Shareholders for the above mentioned business through Special Resolutions, by way of Postal Ballot, which includes remote e-voting.

The Postal Ballot Notice alongwith Ballot Form, is being sent to the Members whose names appear in the Register of Members/List of Beneficial Owners as on Friday, 15th March, 2019. The voting, both through postal ballot and through remote e-voting shall commence at 10.00 A.M. on Tuesday, 26th March, 2019 and shall end at 5.00 P.M. on Wednesday, 24th April, 2019.

The result of the voting by Postal Ballot will be announced on Thursday, 25th April, 2019 at 4.00.P.M. at the Registered Office of the Company and the same shall be displayed on the Notice Board at the Registered Office and on the website of the Company at www.adventz.com The result shall also be communicated to the Stock Exchanges.

The resolution, if passed by requisite majority, shall be deemed to have been passed on Wednesday, 24**th**April, 2019 i.e. last day of the voting period.

ZUARI GLOBAL LIMITED

(Formerly known as Zuari Industries Limited) CIN No.: L65921GA1967PLC000157 Registered Office: Jaikisaan Bhawan, Zuarinagar, Goa - 403726, India Tel: +0832 259 2180, 259 2181 Fax: +0832 255 5279 www .adventz.com

Pursuant to Regulation 30 of the SEBl(Listing Obligations & Disclosure Requirements) Regulations, 2015, we enclose herewith a copy of Postal Ballot Notice and Postal Ballot Form sent to the Members of the Company.

Kindly take note of the same in your records.

Thanking You, Yours Faithfully,

For Zuari Global Limited

rurJ ,Jt, Sachin Patil

Asst. Company Secretary

Encl: As above

cartified rrue copy

U�lTED

CIN: L65921GA1967PLC000157 Registered Office: Jal Kisaan Bhawan, Zuarinagar, Goa 403 726 Tel: 91-0832-2592180, E-mail: shares@adyentz.com , Website: www.adventz.com

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014)

To The Member,

NOTICE is hereby given pursuant to Section 110 and other applicable provisions of the Companies Act, 2013 ("Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any amendment(s), statutory modifications or reenactment thereof for the time being in force), that the resolutions appended below are proposed to be passed by the Members through Postal ballot / electronic voting (remote evoting).

Special Business:

1. Giving Guarantee or Security under Section 185 of Companies Act, 2013

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

RESOLVED THAT pursuant to the provisions of Section 185 of the Companies Act, 2013 ('Act') and any other applicable provisions of the Act & Rules made there under read with the Companies (Amendment) Act, 2017 (including any statutory modification thereof for the time being in force and as may be enacted from time to time) and subject to such approvals, consents, sanctions and permissions, as may be necessary, provisions of other applicable laws, the Articles of Association of the Company and in line with the approval already accorded by the shareholders of the Company under Section 186 of the Act vide resolution dated 1 O'" September, 2018, consent of the Company be and is hereby accorded to the Board of Directors for giving guarantee(s), and/or providing of security(ies) in connection with any Loan taken/ to be taken by Zuari Agro Chemicals Limited, of an aggregate amount not exceeding Rs. 525 Crores (Rupees Five Hundred and Twenty Five Crores only).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (hereinafter referred to as "the Board", which term shall be deemed to include any committee thereof) be and is hereby authorised to take from time to time all decisions and such steps as may be necessary for giving guarantees or providing securities and to execute such documents, deeds, writings, papers and/or agreements as may be required and do all such acts, deeds, matters and things, as it may in its absolute discretion, deem fit, necessary or appropriate."

2. Continuation of Directorship of Mr. Krishan Kumar Gupta, Independent Director.

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

"RESOLVED that pursuant to Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 other applicable provisions, if any, of the Companies Act, 2013 and the applicable rules made thereunder, including any amendment(s), statutory modification(s) and/or re-enactment thereof for the time being in force, approval of the Members of the Company be and is hereby accorded to Mr. Krishan Kumar Gupta (DIN: 00024221) Independent Director who has already attained the age of 75 years to continue as an Independent Director of the Company on and after April 1, 2019 under the current tenure of appointment which ends on 30/07/2019.

By Order of the Board of Directors

Sachin Patil Asst. Company Secretary A.C.S. No. 31286

Date: 18'" March, 2019 Registered Office : Jai Kisaan Bhawan, Zuarinagar, Goa - 403 726

NOTES:

• 1. The related Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act") setting out material facts in respect of the business specified above is annexed hereto.
• 1. The Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members I List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on the closure of business hours on Friday, 15th March, 2019.
• 1. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on cut - off date i.e. Friday, 15"' March, 2019.The person who is not a member as on cut-off date should treat this notice for information purpose only.
• 4. The resolution, if passed by requisite majority, shall be deemed to have been passed on Wednesday, 24"' April, 2019, i.e. last day of the voting period.
• 1. In accordance with the provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014, the Postal Ballot notice is being sent to all the members by electronic mode, whose email IDs are registered with the Company/Depository Participant(s) for communication purpose, unless any member has requested for a physical copy of the same. For members who have not registered their email Ids, physical copy of the Postal Ballot Notice is being sent in the permitted mode, along with a postage-prepaid self-addressed Business Reply Envelope, to their registered addresses.
• 1. The Members can opt for only one mode of voting, i.e., either by physical Ballot Form or by remote a-voting. In case Members cast their votes through both the modes, voting done by remote a-voting shall prevail and votes cast through physical Ballot Forms will be treated as invalid.
• 1. In case a Member is desirous of obtaining a physical copy of the Postal Ballot Notice and /or Ballot Form, he or she may send an e-mail to shares@adventz.com . The Registrar and Transfer Agent / Company shall forward the same along with postage-prepaid self addressed Business Reply Envelope to the Member at his/her registered address.
• 1. A Member cannot exercise his/her vote by proxy on Postal Ballot.
• 1. Mr. Shivaram Bhat, Practicing Company Secretary (Membership No. 10454) has been appointed by the Board of Directors of the Company as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
• 1. The Scrutinizer shall submit a consolidated report after the completion of scrutiny of the votes received through physical Ballot Forms and remote e-voting to the Chairman of the Company, or any other Director or Asst. Company Secretary of the Companx , authorized by the Chairman. The result of the voting by Postal Ballot will be announced on Thursday, 25 April, 2019 at 4.00 P.M.at the Registered Office of the Company and the same shall be displayed on the Notice Board at the Registered Office and on the website of the Company at www.adventz.com. The same shall also be communicated to the Stock Exchanges.
• 1. All the material documents referred to in the Postal Ballot Notice and Explanatory Statement and other statutory registers will be available for inspection by the Members at the Registered office of the Company during normal business hours on all working days, (i.e. Monday to Friday) upto 24"' April, 2019.

Instructions for Voting by Physical Ballot Form:

Members desirous of exercising their vote by physical Ballot are requested to carefully read the instructions printed on the Postal Ballot Form and return the Form duly filled and signed, in the enclosed self-addressed Business Repl� Envelope to the Scrutinizer. so that it reaches the Scrutinizer not later than 5.00 P.M. on Wednesday,24 April, 2019 . However, envelopes containing Postal Ballots, if sent by courier or registered I speed post at the expense of the Members will also be accepted. If any Postal Ballot is received after 5.00 P.M. on Wednesday, 24'" April, 2019,it will be considered as if reply from the Member has not been received. Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self addressed postage pre-paid envelope.

Voting through electronic means:

In accordance with the requirements of Regulation 44 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 and Section 108 and other applicable provisions of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 including the amendments thereto, the Company is pleased to provide remote e-voting facility to its members, for the resolution proposed to be passed through this Postal Ballot. The Board of Directors has appointed Link lntime India Private Limited (LIIPL) to provide remote a-voting facility to its members.

The e-voting period commences on Tuesday,26'" March, 2019 at 10. 00 A.M. and ends on Wednesday, 24'" April 2019 at 5.00 P.M. During this period, Members of the Company holding shares either in physical

form or in dematerialized form, as on the cut�ff date, i.e. Friday, 15th March 2019 may cast their votes electronically. The e-voting module shall be disabled for voting thereafter. Once the vote on the resolution is cast by a Member, he or she will not be allowed to change it subsequently.

Instructions for shareholders to vote electronically:

•:• Log-in toe-Voting website of Link lntime India Private Limited (LUPL}

• 1. Visit the e-voting system of LI IPL. Open web browser by typing the following URL: https://instavote.linkintime.co.in.
• 1. Click on "Login" tab, available under 'Shareholders' section.
• 1. Enter your User ID, password and image verification code (CAPTCHA) as shown on the screen and click on "SUBMIT".
• 1. Your User ID details are given below:
  • a. Shareholders holding shares in demat account with NSDL: Your User ID is 8 Character DP ID followed by 8 Digit Client ID
  • b. Shareholders holding shares in demat account with CDSL: Your User ID is 16 Digit Beneficiary ID
  • c. Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No+ Folio Number registered with the Company
• 1. Your Password details are given below:

If you are using e-Voting system of LIIPL: https:f/instayote.linkintime.co.in for the first time or if you are holding shares in physical form, you need to follow the steps given below:

Click on "Sign Up" tab available under 'Shareholders' section, register your details and set the password of your choice and confirm (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter).

	For shareholders holding shares in Demat Form or Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for bothDe mat shareholders as well as physical shareholders)Members who have not updated their PAN with Depository Participant or in the Companyrecord are requested to use the sequence number which is printed on Ballot Form /Attendance Slip indicated in the PAN field.
DOB/DOI	Enter the DOB (Date of Birth)/ DOI as recorded with depository participant or in thecompany record for the said demat account or folio number in dd/mm/yyyy format
DividendBankDetails	Enter the Dividend Bank Details as recorded in your Demat account or in the company recordsfor the said Demat account or folio number.Please enter the DOB/DOI or Dividend Bank Details in order to register. If the abovementioned details are not recorded with the depository participants or company, pleaseenter Folio number in the Dividend Bank Details field as mentioned in instruction (iv)

If you are holding shares in demat form and had registered on to a-Voting system of LIIPL: https://instavote.linkintime.co.in, and/or voted on an earlier voting of any company then you can use your existing password to login.

If Shareholders holding shares in Dem at Form or Physical Form have forgotten password:

Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on "SUBMIT".

lncase shareholder is having valid email address, Password will be sent to the shareholders registered email address. Else, shareholder can set the password of his/her choice by providing the information about the particulars of the Security Question & Answer, PAN, DOB/ DOI, Dividend Bank Details etc. and confirm. (The password should contain minimum 8 characters, at least one special character, at least one numeral, at least one alphabet and at least one capital letter)

NOTE: The password is to be used by demat shareholders for voting on the resolutions placed by the company in which they are a shareholder and eligible to vote, provided that the company opts for e-voting platform of LIIPL.

For shareholders holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

•:• Cast your vote electronically

• 6 After successful login, you will be able to see the notification for e-voting on the home page of INSTAVote. Select/ View "Event No" of the company, you choose to vote. EVSN is 190040.
• 1. On the voting page, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.

Cast your vote by selecting appropriate option i.e. Favour / Against as desired.

Enter the number of shares (which represents no. of votes) as on the cut-off date under 'Favour / Against'. You may also choose the option 'Abstain' and the shares held will not be counted under 'Favour/ Against'.

• 1. If you wish to view the entire Resolution details, click on the 'View Resolutions' File Link.
• 1. After selecting the appropriate option i.e. Favour / Against as desired and you have decided to vote, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "YES", else to change your vote, click on "NO" and accordingly modify your vote.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
• 1. You can also take the printout of the votes cast by you by clicking on "Print" option on the Voting page.

•:• General Guidelines for shareholders:

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to e-Voting system of LIIPL: https://instavote.linkintime.co.in and register themselves as 'Custodian / Mutual Fund/ Corporate Body'.
• They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the 'Custodian / Mutual Fund / Corporate Body' login for the Scrutinizer to verify the same.
• During the voting period, shareholders can login any number of time till they have voted on the resolution(s) for a particular "Event".
• Shareholders holding multiple folios/demat account shall choose the voting process separately for each of the folios/demat account.
• In case the shareholders have any queries or issues regarding e-voting, please click here or you may refer the Frequently Asked Questions ("FAQs") and lnstavote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or write an email to insta.vote@linkintime.co.in or Call us:-Tel: 022 -49186000.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

ltemNo.1

Pursuant to the provisions of Section 186 of the Companies Act, 2013 ('Act'), the shareholders of the Company on 1 O"' September, 20 18 , accorded approval to give loans or to give guarantee(ies) or to provide security(ies) or to make investment(s) upto an aggregate amount not exceeding Rs. 1,000 crore (Rupees One Thousand Crore Only).

In terms of the Provisions of Section 185 of the Act, a company may advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan taken by any person in whom any of the Director of the Company is interested subject to the condition that approval of the shareholders of the Company is obtained by way of Special Resolution and requisite disclosures are made in the Explanatory Statement.

Zuari Agro Chemicals Limited (ZACL) is an associate of the company in which company holds 20 % of Equity share Capital

The Board of Directors seek consent of the members by way of a Special Resolution pursuant to Section 185 of the Companies Act, 2013 (as amended by the Companies (Amendment) Act, 2017) for giving of guarantee(s). and/or providing of security(ies) in connection with any loan taken/ to be taken by ZACL of an aggregate amount not exceeding Rs. 525 crores (Rupees Five hundred & Twenty Five Crore only).

Following are the brief particulars of guarantee(s) to be given or security(ies) to be provided by your Company.

Name of the Company	Particulars of guarantee(s) to begiven or security(ies) to be provided	Purpose
Zuari Agro Chemicals Limited	Aggregate amount of guarantee(s) to The guarantee(s) / security (ies)be given or security(ies) to be provided provided in connection with loanby way of pledge of shares held by taken / to be taken shall be utilisedCompany or any other mode which by ZACLfor their principal businessshall not exceed an amount of Rs.525 activities and the matters connectedCrores.	and incidental thereto.

The Board of Directors recommends resolution as set out in item no. 1 for approval of the members of the Company by way of a Special Resolution.

Except Mr. Saroj Kumar Poddar, Chairman, Mrs. Jyotsna Poddar, Whole Time Director and Mr. N Suresh Krishnan, Managing Director & Key Managerial Personnel of the Company and their relatives to the extent of their shareholding, if any, none of the other Directors, Key Managerial Personnel of the Company or their relatives is in any way, concerned or interested financial or otherwise in the said Special Resolution except to the extent of their shareholding, if any, in the Company.

ltemNo.2

The Board at its meeting held on 30th July, 2014 on the recommendation of Nomination and Remuneration Committee appointed Mr. Krishan Kumar Gupta as an Independent Director of the Company w.e. f.30th July, 2014 and shareholders at their meeting held on 22 September, 2015 appointed Mr. Krishan Kumar Gupta to hold office upto 30/07/2019. At the time of appointment his age was 75 years.

As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') as amended vide SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, with effect from 1st April, 2019, no listed Company shall appoint or continue the Directorship of a Non-Executive Director who has attained the age of 75 years, unless a special resolution is passed to that effect and justification thereof is indicated in the explanatory statement annexed to the Notice for such appointment. The Board at its meeting held on 18th March, 2019 approved the continuation of current tenure of Mr. Krishan Kumar Gupta as an Independent Director of the Company on or after 1st April, 2019 under the current tenure of appoitnment which ends on 30/07/2019, subject to approval of shareholders.

Mr. Krishan Kumar Gupta, is a BSc Engg (Mech.) Graduate from Punjab University, India. He also holds an MSc (Ind. Engg) Degree from University of California, Berkeley, U.S.A. He has vast corporate experience of 51 years. He was Chairman & Managing Director of Singer India Limited, a subsidiary of The Singer Company, N.V., Managing Director of Gautier India Limited and Paradeep Phosphates Limited, Executive Chairman & CEO of Singer India Limited (Brand Trading India P Limited) and Senior Regional Vice President of Singer Asia Limited.

The Board of Directors is of the opinion that Mr. Krishan Kumar Gupta is a persons of integrity, possess relevant expertise and vast experience. His association as non-executive Independent director will be beneficial and in the best interest of the Company.

Hence your directors recommend Mr. Krishan Kumar Gupta's continued association beyond April 1, 2019 until expiry of his current tenure which ends on 30/07/2019 by way of a Special Resolution.

The Details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is set out in this Notice as Annexure A.

Except Mr. Krishan Kumar Gupta, none of the other Directors and Key Managerial Personnel and their relatives are deemed to be concerned or interested, financially or otherwise in the proposed special resolution, except to the extent of their shareholding, if any, in the Company.

By Order of the Board of Directors

Sachin Patil Asst. Company Secretary A.C.S. No. 31286

Date: 18thMarch,2019 Registered Office: Jai Kisaan Bhawan, Zuarinagar, Goa-403 726

Annexure A

The Details as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name of the Director	Krishan Kumar Gupta
DIN	00024221
Date of Birth	24.02.1939
Age	80
Nationality	Indian
Relationship between Directors Inter- se	NIL
Date of first appointment	The Board at its meeting held on 30th July, 2014on the recommendation of Nomination andRemuneration Committee appointed Mr. KrishanKumar Gupta as an Independent Director of theCompany w.e.f. 30'" July, 2014 and shareholders attheir meeting held on 22 September, 2015 appointedMr. Krishan Kumar Gupta to hold office upto30/07/2019.
Qualification	BSc Engg (Mech.) Graduate from Punjab University,India. He also holds an MSc (Ind. Engg) Degree fromUniversity of California, Berkeley
Functional Expertise and Experience	Mr. Krishan Kumar Gupta was Chairman & ManagingDirector of Singer India Limited, a subsidiary of TheSinger Company, N.V., Managing Director of GautierIndia Limited and Paradeep Phosphates Limited,Executive Chairman & CEO of Singer India Limited(Brand Trading India P Limited) and Senior RegionalVice President of Singer Asia Limited. He has vastcorporate experience of 51 years.
AppointmenVRe-appointment	Approval of Shareholders for continuation of currenttenure as Independent Director of the Company onand after April 1, 2019 under the current tenure ofappointment which ends on 30/07/2019 in view ofRegulation 17(1A) of SEBI (Listing Obligations andDisclosure Requirements) (Amendment) Regulations,2018.
Directorship held in other Companies	Zuari Global LimitedZuari lnfraworld India Limited
Membership/Chairmanship of Committees heldin Public Companies*	1.Zuari lnfraworld India Limitec} Member of AuditCommittee2.Zuari Global Limited- Member of Audit &Stakeholders Relationship Committee
Number of shares held in the Company	NIL
Remuneration last drawn for the Financial Yearended 31.03.2018	Sitting fees of Rs. 3, 18,000
Remuneration proposed to be paid	SittinQ fees
Number of meetings of the Board attendeddurinQ the year(till the date of notice)	4

• Membership/Chairmanship of Committees of Public Companies includes only Audit Committee and Stakeholders Relationship Committee.

CIN-L65921GA1967PLC000157 Registered Office: Jai Kisaan Bhawan, Zuarinagar, Goa 403 726 Website: www.adventz.com; Tel.: 0832-2592180

POSTAL BALLOT FORM

Sr. No.:

Name & Registered Address of the first namedMember
Name(s) of the Joint Holder(s), if any
Registered Folio Number/DP ID No./Client IDNo.• *(Applicable to investors holding sharesin dematerialised form)
Number of Equity shares held

I/We hereby exercise my/our votes in respect of the resolutions set out in the Postal Ballot Notice dated 18th March, 2019 by sending my/our assent/dissent to the said resolution by placing (v) mark at the appropriate box below.

(Tick mark in both the boxes for the below resolution, will render the Ballot Invalid):

Sr.No	Description	No.ofEquity shares	I/We assentto the resolution(FOR)(v)	I/We dissent tothe resolution(AGAINST)M
1	Special ResolutionGiving Guarantee or Security under Section185 of Companies Act, 2013
2	Special ResolutionContinuation of Directorship of Mr. KrishanKumar Gupta, Independent Director.

ELECTRONIC VOTING PARTICULARS

Event No.	User ID	Default PAN/ Sequence No
190040

Date:

Place:

Signature of the Member

Note:

• 1. Please read the instructions printed overleaf before exercising your vote.
• 1. Last day for the receipt of Postal Ballot Form by scrutinizer is on Wednesday, 24th April, 2019 by 5:00 P.M.

INSTRUCTIONS

General Instructions:

• 1. This Ballot Form is provided for the benefit of the members not having access to the remote e-voting facility, to enable them to send their assent or dissent by post.
• 1. The Members can opt for only one mode of voting, i.e. either by physical Postal Ballot Form or by remote e-voting. In case Members cast their votes through both the modes, voting done by remote e-voting shall prevail and votes cast through physical Ballot Forms will be treated as invalid.
• 1. For detailed instructions on remote e-voting, please refer the instructions appended to the Postal Ballot Notice.

Process and manner for members opting to vote through physical Postal Ballot Form:

• 1. A member desirous of exercising vote by Postal Ballot should fill the Postal Ballot Form in all respects, sign and send it to the Scrutinizer in the attached self-addressed postage pre-paid envelope which should be properly sealed. However, envelopes containing Postal Ballot Form, if sent by courier at the expense of the Member will also be accepted.
• 1. Consent must be accorded by placing a tick mark {�in the column 'I/we assent to the resolution' or dissent must be accorded by placing a tick mark N}in the column 'I/we dissent to the resolution'
• 1. The Postal Ballot Form should be signed by the Member as per specimen signature registered with the Company/Depository Participant. In case the shares are jointly held, this Form should be filled and signed (as per specimen signature registered with the Company) by the first named member and in his/her absence, by the next named member. Holders of Power of Attorney (POA) on behalf of the member may vote on the Postal Ballot mentioning the registration No. of the POA or enclosing an attested copy of POA. Unsigned Postal Ballot Form will be rejected.
• 1. Duly completed Postal Ballot Forms should reach the Scrutinizer not later than 5.00 p.m. on Wednesday, 24th April, 2019. Postal Ballot Forms received after that date will be strictly treated as if reply from such member has not been received.
• 1. The voting shall be reckoned in proportion to a Member's share of the paid up equity share capital of the Company as on Friday, the 15th March, 2019.
• 1. In case of shares held by companies, Trusts, Societies, etc .. the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution/ Authority and preferably with attested specimen signature(s) of the duly authorized signatory(s) giving requisite authority to the person voting on the Postal Ballot Form.
• 1. Members are requested not to send any other paper(s) along with the Postal Ballot Form in the enclosed selfaddressed postage pre-paid envelope. If any extraneous paper is found in such envelope, the same would not be considered and would be destroyed by the Scrutinizer.
• 1. The exercise of vote by Postal Ballot is not permitted by proxy.
• 1. There will be only one Postal Ballot Form for every folio/ client ID irrespective of the number of Joint Holder(s).
• 1. Incomplete, unsigned, improperly or incorrectly tick marked Postal Ballot Forms will be rejected.
• 1. Members from whom no Postal Ballot Form is received or received after the aforesaid stipulated period shall not be counted for the purposes of passing of the resolution.
• 1. The Scrutinizer's decision on the validity of a Postal Ballot shall be final.
• 1. The result of the postal ballot will be announced on Thursday, 25th April, 2019 at the 4.00. P.M. at the registered office of the Company and the same shall be displayed on the Notice Board of the Registered Office and on the website of the Company at www.adventz.com. The same shall also be communicated to the Stock Exchanges.
• 1. Kindly note that any query in relation to the proposed resolutions to be passed by Postal Ballot may be addressed to The Asst. Company Secretary, Zuari Global Limited, Jai Kisaan Bhawan, Zuarinagar, Goa - 403 726. Tel No. : 0832-2592180 Email :shares@adventz.com.