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Ref: HTML/CS/02/2022 Date: March 31, 2022

National Stock Exchange of India Limited BSE Limited


Exchange Plaza, 5th Floor Phiroze Jeejeebhoy Towers
Plot No. C/1, G Block Dalal Street
Bandra Kurla Complex Mumbai- 400 001
Bandra (E) Mumbai – 400051
NSE Symbol: HTMEDIA Scrip Code: 532662

Dear Sir/ Madam,

Sub: Voting Results of the meeting of equity shareholders of HT Media Limited held on March
29, 2022 pursuant to the Order of the Hon'ble National Company Law Tribunal, New
Delhi Bench

Ref: In the matter of Composite Scheme of Amalgamation (“Scheme”) between Digicontent


Limited, Next Mediaworks Limited, HT Mobile Solutions Limited with HT Media
Limited and their respective Shareholders and Creditors

Pursuant to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,


2015 (“SEBI Listing Regulations”), please find enclosed following disclosures in relation to the
meeting of the equity shareholders of HT Media Limited held on March 29, 2022 through Video
Conferencing as directed by the Hon’ble National Company Law Tribunal, New Delhi Bench:

1. Voting Result of the meeting of equity shareholders pursuant to Regulation 44 of SEBI Listing
Regulations; and

2. Consolidated Scrutinizer’s Report on remote e-voting and voting conducted at the meeting of
equity shareholders.

The above is for your information and record.

Thanking You

Yours truly,
For HT Media Limited
Digitally signed
DINESH byMITTAL
DINESH

MITTAL 21:16:19 +05'30'


Date: 2022.03.31

(Dinesh Mittal)
Group General Counsel & Company Secretary

Encl: As above
HT MEDIA LIMITED ‐ Court Convened meeting of the equity sharholders
Date of the AGM/EGM 29‐03‐2022
Total number of shareholders on record date 65373
No. of shareholders present in the meeting either in person or through proxy:
       Promoters and Promoter Group: Not Applicable
       Public: Not Applicable
No. of Shareholders attended the meeting through Video Conferencing
       Promoters and Promoter Group: 2
       Public: 86

Resolution No. 1

SPECIAL ‐ To approve the Composite Scheme of Amalgamation (“Scheme ) of Digicontent Limited (“Transferor Company 1 ), Next Mediaworks Limited ( “Transferor Company 2 ) and HT 
Mobile Solutions Limited (“Transferor Company 3 ) (hereinafter collectively referred to as “Transferor Companies ) with HT Media Limited (“Transferee Company ) and their respective 
Resolution required: (Ordinary/ Special) shareholders and creditors under the provisions of Sections 230 to 232 of the Companies Act, 2013 and the other applicable provisions thereof and rules thereunder.
Whether promoter/ promoter group are 
interested in the agenda/resolution? No

% of Votes Polled  % of Votes in  % of Votes 


on outstanding  favour on votes  against on votes 
No. of shares  No. of votes  shares  No. of Votes – in  No. of Votes –  polled  polled 
Category Mode of Voting held (1) polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100 Votes Invalid Votes Abstained
E‐Voting 161,777,090 100.0000 161,777,090 0 100.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
161,777,093
Postal Ballot (if 
Promoter and Promoter Group applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 161,777,093 161,777,090 100.0000 161,777,090 0 100.0000 0.0000 0 0
E‐Voting 2,945,476 65.4357 2,945,476 0 100.0000 0.0000 0 0
Poll 0 0.0000 0 0 0.0000 0.0000 0 0
4,501,332
Postal Ballot (if 
Public‐ Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 4,501,332 2,945,476 65.4357 2,945,476 0 100.0000 0.0000 0 0
E‐Voting 7,824,989 11.7722 2,805,422 5,019,567 35.8520 64.1479 0 4
Poll 3,339 0.0050 3,339 0 100.0000 0.0000 0 0
66,469,889
Postal Ballot (if 
Public‐ Non Institutions applicable) 0 0.0000 0 0 0.0000 0.0000 0 0
Total 66,469,889 7,828,328 11.7772 2,808,761 5,019,567 35.8794 64.1206 0 4
Total 232,748,314 172,550,894 74.1363 167,531,327 5,019,567 97.0910 2.9090 0 4

For HT Media Limited

Raj Kumar Kale DINESH Digitally signed by


DINESH MITTAL
Asst. Vice President MITTAL Date: 2022.03.31
21:17:21 +05'30'
(Dinesh Mittal)
Group General Counsel & Company Secretary
Regd. Office :-

CHEMCRUX
330, TRIVIA Complex, Natubhai Circle,
Racecourse, Vadodara — 390007, Gujarat, INDIA
Phone : +91 265 2988903
Website : www.chemcrux.com
/ 2984803 ENTERPRISES LTD.
ISO 9001, 14001 & 50001 Certified Company
Email : girishshah@chemcrux.com CIN: LO1110GJ1996PLC029329

To, Date: 315t March 2022


Corporate Relations Department
BSE LIMITED,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai- 400 001

Dear Sir/Madam,

Subject: Results of Postal Ballot under Regulation 44 (3) of the SEBI (LODR) Regulations,
2015
Ref.: BSE Scrip ID: CHEMCRUX BSE Scrip Code: 540395

In continuation of our letter dated 28/02/2022 and pursuant to provisions of Regulation 44


(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; this is to
inform you that the resolution as proposed in the Postal Ballot Notice dated 19° February
2022 has been passed by the members of the Company with requisite majority based on
voting results and Report of the Scrutinizer. The approval is deemed to have been received
on the last date of remote e-voting, i.e., 30 March 2022.

The Company had appointed Mr. Kashyap Shah, Proprietor of M/s. Kashyap Shah & Co.,
Practicing Company Secretaries, as the Scrutinizer to conduct the postal ballot in a fair and
transparent manner. In furtherance thereto, kindly find attached the following documents:

(i) Voting results of the Resolutions, in the format prescribed; and

(ii) The Scrutinizer’s report on the remote e-voting.

Kindly take the same on record.

Thanking you.
Yours Faithfully,

For Chemcrux Enterprises


Se relies

Dipika Rajpal “ig


Company Secretary & Compliance Officer

Factory
4712-14, GIDC, Road South - 10, Ankleshwar - 393002 (Gujarat) India.
Ph.: +91 2646 221427, 239737 | Email : sanjay@chemcrux.com
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QALINIT SASIYdySaLNA XNYOWAHD
Shah & Co. B-203, Manubhai Towers,
0 Kashyap Opp. Faculty of Arts, Sayajigunj,
.
Vadodara 390020.
Practising Company Secretaries

Kashyap Shah (B.com, LL.B (Sp.), FCS) Ph, (0) 2362244, (m) 9727037685
Email- kashyap.cs@gmail.com

Scrutinizer’s Report
2013 read with Rule 20 & 22 of the
(Pursuant to section 108 & 110 of the Companies Act,
2014)
Companies (Management and Administration) Rules,

To,
The Chairman
Chemcrux Enterprises Limited
(CIN- LO1110GJ1996PLC029329)
330, TRIVIA Complex,
Natubhai Circle,
Racecourse,
Vadodara - 390007

Dear Sir,

Re: Scrutinizers’ Report on Remote E-voting Pursuant to section 108 & 110
of the Companies Act, 2013 read with Rule 20 & 22 of the Companies
(Management and Administration) Rules, 2014

1. I, Kashyap Shah, Proprietor of Kashyap Shah & Co. Practising Company


Secretaries, having office at B-203, Manubhai Towers, Sayajigunj, Vadodara
390020 have been appointed as Scrutinizer by the Board of Directors at its
meeting held on 19" February, 2022, pursuant to Section 108 & 110 of the
Companies Act, 2013 read with Rule 20 & 22 of the Companies (Management and
Administration) Rules 2014 (herein after referred to as Rules) for scrutinizing the
remote e-voting process through postal ballot, in respect of resolutions contained
in the postal ballot notice dated 19.02.2022.

2, The Management of the Company is responsible to ensure compliance of the


provisions of the Companies Act, 2013 and Rules made thereunder relating to
voting through electronic means through postal ballot on the Resolutions contained
in the Notice of postal ballot. My responsibilities as a scrutinizer for remote e-
voting process are restricted to make a Scrutinizers’ Report on the votes cast “In
favour” or “Against” the Resolutions and “Invalid” votes, In respect of resolutions
mentioned in the postal ballot notice.
. I submit my report as under;

wW
A. Notice of Postal Ballot was transmitted to the Members of the Company on 28"
February, 2022 only to those members whose e-mail ids were registered with the
the Company / Depositories, as on 25" February, 2022 which was cut off for
sending postal ballot notice.

B. The above notice was also placed on the website of the Company
(www.chemcrux.com) forthwith after it was sent to members.

C. The notice clearly indicated the process and manner for electronic voting during
the remote e-voting period and also provided instructions for the login ID and
generating password and casting of vote in a secured manner.

D. As per requirement of the Companies (Management and Administration)


Rules, 2014, the Public Advertisement with respect to dispatch of postal ballot
notice and intimating date and time of commencement and closing of remote E-
voting have been published in English and in Regional Language News papers on
1st March, 2022.
E. The Remote E-voting period remained open from Tuesday, 1° March, 2022 (9.00
A.M.) to Wednesday, 30" March, 2022 (5.00 P.M.).

F. The Members of the Company holding shares in as on “Cut-off” date i.e. 25"
February, 2022 were entitled to vote on the Resolutions mentioned in the Notice of
postal ballot.

G. The votes cast through e-voting were unblocked in presence of two witnesses who
are not in the employment of the Company. The result of e-voting was generated
from www.evoting.nsdl.com of National Securities Depository Limited (“NSDL”).
Based on the Reports generated from the NSDL website, results of e- voting through
postal ballot are as under:

Resolution No. 1 — Special Resolution


To Approve Migration of Equity Shares of the Company from SME Platform of
BSE Limited to Main Board of BSE Limited

Votes cast Number of Number of % of total


members votes cast | number of valid
voted votes cast
In favour of the resolution

Remote E-voting 44 11141590 99.99%


Total 44 11141590 99.99%
Against the resolution

Remote E-voting 1 1500 0.01%

Total 1 1500 0.01%


Invalid votes
Remote E-voting 0 0

The relevant Records relating to Remote E-voting shall remain in our custody till the
Chairman considers, approves and signs minutes and thereafter the same will be
handed over to the Compliance Officer for safe keeping.

For Kashyap Shah & Co. For CHENG RUX €..TERPRISES LTD.
RT ries es

shyap Shah tive Chairman


Proprietor (CP No — 6672)
UDIN: F007662C003399259

Date: 31°t March, 2022


Place: Vadodara
JYOTI STRUCTURES LIMITED
Corporate Office: Valecha Chambers
6th Floor, New Link Road Oshiwara
Andheri (West) Mumbai -400053
Corporate Identity No: L45200MH1974PLC017494
Ref: : JSL/HO/CS/GEN/21-22/396 Date: March 31, 2022

BSE Limited, National Stock Exchange of India Limited,


Phiroze Jeejeeboy Towers, Exchange Plaza, 5th Floor,
Dalal Street, Fort, Plot No. C/1, G Block,
Mumbai 400 001. Bandra Kurla Complex, Bandra (East),
Mumbai 400 051.

BSE Scrip Code: 513250 NSE Scrip Symbol: JYOTISTRUC

Sub: Notice of Extra Ordinary General Meeting (EGM) of the Company

Dear Sir/Madam,

This is to inform you that, in compliance with relevant circulars issued by Ministry of Corporate Affairs and the
Securities Exchange Board of India , the Extra Ordinary General Meeting (“EGM”) of the Company will be held on
Friday, April 22, 2022 at 11.00 A.M. through Video Conferencing(“VC”)/ Other Audio Visual Means (“OAVM”).
The Copy of the Notice of EGM is enclosed herewith for your kind reference.

Further, Members of the Company, holding shares either in physical form or dematerialized form, as on April 15,
2022 (Cut off date for eligibility to vote) shall be entitled to vote by electronic means. The Schedule of remote e-
voting facility is set out as under:

Event Day, Date, Time


Commencement of Remote E-voting Tuesday, April 19, 2022 at 09.00 A.M.
End of Remote E-voting Thursday, April 21, 2022 at 05.00 P.M.
Cut-off Date Friday, April 15, 2022

The said Notice of Extra Ordinary General Meeting is placed on the Company’s website i.e.
http://jyotistructures.in/Notice.html

Please acknowledge the receipt and update the records.

Thanking You.
Yours Faithfully

For Jyoti Structures Limited

Sonali K. Gaikwad
Company Secretary
ACS 31201

Nashik Factory: 52A/53A, D.Road, Satpur Industrial Complex, Nashik - 422007, Maharashtra, India
Raipur Factory: 1037/1046, Sarora Ring Road, Urla Industrial Complex, Raipur - 493221, Chhattisgarh, India|
Testing Station & R&D Center: Ubhade Shivar, Village - Deole, Ghoti - Bhandardara Road, Taluka - Igatpuri, Dist. - Nasik 422402|
Tel.: (01-22)-4091-5000 | Website: www.jyotistructures.in
JYOTI STRUCTURES LIMITED

JYOTI STRUCTURES LIMITED


CIN No: L45200MH1974PLC017494
Regd. Office: Valecha Chambers, 6th Floor, New Link Road, Andheri West, Mumbai-400053
E-mail: investor@jsl.co.in Website: www.jyotistructures.in

NOTICE

NOTICE is hereby given that the Extraordinary General Meeting (“EGM”) of the Members of the Jyoti Structures
Limited (“the Company”) will be held through video conferencing as per Ministry of Corporate Affairs as amended
circular dated January 13, 2021 read with circular dated May 5, 2020, April 8, 2020 & April 13, 2020) on Friday, April
22, 2022 at 11:00 a.m. through Video Conferencing/Other Audio-Visual Means (“VC”)/(“OAVM”) to transact the
following business:

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. MATHEW CYRIAC (DIN: 01903606) AS A NON-EXECUTIVE DIRECTOR


OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of the Section 149, 150, 152 and other applicable provisions of
the Companies Act, 2013 (“the Act”), and the Companies (Appointment and Qualification of Directors) Rules,
2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Mathew
Cyriac (DIN: 01903606), who was appointed as an Additional Director by the Board of Directors with effect from
November 11, 2021 in terms of Section 161(1) of the Act and who holds office up to the date of this General
Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from
a member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive
Director of the Company and shall be liable to retire by rotation.

RESOLVED FURTHER THAT the declarations pursuant to provisions of the Companies Act, 2013,
including intimation and declaration with respect to eligibility in Form DIR-8, consent to act as Director in
Form DIR-2, form pertaining to the notice of disclosure of interest in Form MBP-1, received from Mr. Mathew
Cyriac (DIN: 01903606), as placed before the board at this meeting, be and is hereby taken on record.

RESOLVED FURTHER THAT the register of directors of the Company be updated to reflect the appointment
of Mr. Mathew Cyriac (DIN: 01903606), as Director of the Company.

RESOLVED FURTHER THAT the Board of Directors or Company Secretary be and are hereby severally
authorized to do all such acts, deeds, matters and things as in its absolute discretion it may consider necessary,
expedient and desirable to give effect to this resolution.”

2. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENTIAL


AMENDMENT IN MEMORANDUM OF ASSOCIATION OF THE COMPANY:

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

-1-
“RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the
Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed
thereunder, consent of the members of the Company be and is hereby accorded for increase in the Authorised
Share Capital of the Company from existing (i.) Rs.1,41,00,00,000/- (Rupees One Hundred Forty-One Crore
only) equity share capital divided into 70,50,00,000 (Seventy Crores Fifty Lakhs) equity shares of a face value
of Rs. 2/- each; (ii) Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) of preference share capital divided into
25,00,000 (Twenty-Five Lakhs) preference shares of a face value of Rs. 100/- each; and (iii) Rs.14,00,00,000/-
(Rupees Fourteen Crore only) of preference share capital divided into 7,00,00,000 (Seven Crore) preference
shares of a face value of Rs. 2/- each to (i) Rs. 1,47,30,00,000/- (Rupees One Hundred Forty-Seven Crore Thirty
Lakhs Only) equity share capital divided into 73,65,00,000 (Seventy-Three Crore Sixty-Five Lakhs) equity
shares of a face value of Rs. 2/- each; ranking pari-passu in all respect with the existing Equity Shares of the
Company (ii) Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) of preference share capital divided into
25,00,000 (Twenty-Five Lakhs) preference shares of a face value of Rs. 100/- each; and (iii) Rs. 14,00,00,000/-
(Rupees Fourteen Crore only) of preference share capital divided into 7,00,00,000 (Seven Crore) preference
shares of a face value of Rs. 2/- each as per the Memorandum and Articles of Association of the Company.

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

“V. “The Authorised Share Capital of the Company is (i) Rs. 1,47,30,00,000/- (Rupees One Hundred Forty-
Seven Crore Thirty Lakhs Only) equity share capital divided into 73,65,00,000 (Seventy-Three Crores Sixty-
Five Lakhs) equity shares of a face value of Rs. 2/- each; ; (ii) Rs.25,00,00,000/- (Rupees Twenty-Five Crore
only) of preference share capital divided into 25,00,000 (Twenty-Five Lakhs) preference shares of a face value
of Rs.100/- each; and (iii) Rs.14,00,00,000/- (Rupees Fourteen Crore only) of preference share capital divided
into 7,00,00,000 (Seven Crore) preference shares of a face value of Rs.2/- each with power to increase, reduce
and reclassify the capital and divide the shares in the capital for the time being into several classes and attach
thereto respectively such preference, deferred or special rights, privileges or conditions as may be determined
by the and in accordance with regulations of the Company and to vary, modify or abrogate any rights,
privileges and conditions in such manner as may for the time being be provided by the regulations of the
Company.”

RESOLVED FURTHER THAT approval of the Members of the Company, be and is hereby accorded to the
Board of Directors of the Company or Company Secretary to do all such acts, deeds, matters and things and to
take all such steps as may be required in this connection including seeking all necessary approvals to give effect
to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

3. APPROVAL OF EMPLOYEE STOCK OPTION SCHEME OF THE COMPANY:

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

"RESOLVED THAT pursuant to the provisions of section 62(1)(b) and other applicable provisions, if any, of
the Companies Act, 2013 read with relevant rules made thereunder (including any statutory modification(s) or
re-enactment thereof for the time being in force), Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, as amended from time to time (“SEBI SBEBSE Regulations”),
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Memorandum and Articles of Association of the Company and any other applicable and prevailing statutory
Guidelines/ Circulars in that behalf and subject to such other approval(s), consent(s), permission(s), and
sanction(s) as may be necessary from the appropriate regulatory authority(ies)/ institution(s) and such conditions
and modifications as may be prescribed/ imposed by the appropriate regulatory authority(ies)/ institution(s) while
granting such approval(s), consent(s), permission(s) and/or sanction(s) and may be agreed by the Board of
Directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include
Nomination and Remuneration Committee of the Board or any other Committee constituted and empowered by
the Board for the purpose, or may hereafter constitute to act as the “Compensation Committee” or “the
-2-
JYOTI STRUCTURES LIMITED
Committee” under the SEBI SBEBSE Regulations) the consent of members of the Company, be and is hereby
accorded to approve, formulate and implement “JSL Employee Stock Option Scheme - 2021” (“JSL ESOS–
2021”) scheme and to create, grant, issue, offer and allot to the present and / or future permanent employees of
the Company, whether working in India or outside India not more than 5% of Total paid up capital of the
Company i.e. 3,17,26,386 (Three Crores Seventeen Lakhs Twenty Six Thousand Three Hundred and Eighty Six
) stock options convertible into equal number of equity shares of the Company of face value of Rs. 2/- each under
the JSL Employee Stock Option Scheme - 2021 at such price and on such terms and conditions and in such
tranches as the Board of the Company may deem fit and in compliance with the provisions of the Act and the
Rules and other applicable laws and JSL Employee Stock Option Scheme - 2021.

RESOLVED FURTHER THAT the Board of Directors, be and is hereby authorized to devise, formulate,
evolve, decide upon and bring into effect “JSL Employee Stock Option Scheme - 2021” on such terms and
conditions as contained in explanatory statement to this item in the notice and to modify, alter, vary, revise or
amend the said terms or suspend, withdraw, revise or terminate JSL Employee Stock Option Scheme - 2021,
subject to compliance with the Act, Rules and other applicable laws, as amended from time to time.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, or any
other re-organization of capital structure of the Company, as the case may be, the number of Stock Options and/or
the shares to be allotted upon exercise of Stock Options shall be reasonably adjusted in accordance with the
provisions of the JSL Employee Stock Option Scheme – 2021 and in case of sub-division or consolidation of
shares then the number of shares and the exercise price shall automatically stand augmented or reduced, as the
case may be, after such sub-division or consolidation, without affecting any other rights or obligations of the
employees who have been granted Stock Options under the JSL Employee Stock Option Scheme - 2021.

RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time
to time to the extent relevant and applicable to JSL Employee Stock Option Scheme - 2021.

RESOLVED FURTHER THAT the equity shares to be issued as stated aforesaid shall rank pari-passu with all
the existing equity shares of the Company for all purposes.

RESOLVED FURTHER THAT The Board of Directors / CEO of the Company or Company Secretary be and
are hereby authorized to take requisite steps for listing of the Equity Shares allotted under the Scheme, from time
to time, on the Stock Exchanges where the Equity Shares of the Company are listed.

RESOLVED FURTHER THAT the Board of Directors, be and is hereby authorized to do all such acts, deeds,
matters and things including but not limited to the appointment of various intermediaries, experts, professionals,
independent agencies and other advisors, merchant banker, valuers, consultants or representatives, being
incidental to the effective implementation and administration of the JSL Employee Stock Option Scheme - 2021,
as it may, in its absolute discretion deem fit, for the aforesaid purpose and also to settle any issues, questions,
difficulties or doubts that may arise in this regard at any stage and all the acts, deeds, matters and things done by
the Board are hereby ratified, confirmed and approved, without being required to seek any further consent or
approval of the shareholders of the Company, and further to execute all such agreements, deeds, documents,
writings etc. and to give such directions and / or instructions as may be necessary, proper or expedient to give
effect to JSL Employee Stock Option Scheme - 2021 including any modification, alteration, amendment,
suspension, withdrawal or termination of JSL Employee Stock Option Scheme - 2021 and to take all such steps
and do all such acts, deeds, things as may be incidental or ancillary thereto in compliance with the applicable
laws.

RESOLVED FURTHER THAT The Board of Directors / CEO of the company or Company Secretary be and
are hereby jointly/ severally authorized to issue Grant letters to all the concerned Employees and to do all such
acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of
giving effect to this Resolution and for matters connected therewith or incidental thereto.

RESOLVED FURTHER THAT The Board of Directors / CEO of the company or Company Secretary be and
are hereby jointly/ severally authorized to do all acts, deeds, things in connection with the allotment of the
-3-
aforesaid equity shares including, without limitation, the issue and delivery of the duly stamped letter of
allotments, filing return of allotment with the Registrar of Companies, liaising with the Stock Exchange(s),
where the Equity Shares of the Company are listed, National Securities Depository Limited (NSDL), Central
Depository Services Limited (CDSL) and/ or other authorities as may be necessary for the purpose and other
matters, making of necessary applications and taking all other steps as may be necessary for and in connection
with the allotment of the aforesaid equity shares."

4. ADOPTION OF NEW/REVISED ARTICLES OF ASSOCIATION OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions of the Companies
Act, 2013 (“the Act”) read with the Companies (Incorporation) Rules, 2014 (including any statutory
modification(s) or re-enactment thereof, for the time being in force), consent of the shareholders, be and are
hereby accorded to adopt the new set of Articles of Association, be and is hereby approved and adopted in
substitution for, and to the exclusion, of the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors and/or Company Secretary be and are hereby
authorized severally to settle any question, difficulty or doubt, that may arise in giving effect to this resolution
and to do all such acts, deeds, matters and things, including delegating such authority, as may be considered
necessary, proper or expedient in order to give effect to the above resolution.”

5. TO APPROVE TERMS OF THE ENGAGEMENT OF DR. RAJENDRA PRASAD SINGH AND


PAYMENT OF REMUNERATION TO NON-EXECUTIVE INDEPENDENT DIRECTOR:

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

“RESOLVED THAT pursuant to the provisions of Section 197 read with Schedule V of the Companies Act,
2013 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment thereof for the time being in force), and Article of Association of the Company,
and Subject to approval of members of the Company, the Consent and approval of the Company be and is hereby
accorded for payment of a remuneration of Rs. 72,00,000/- per annum (Rupees Seventy-two lakhs only), with
subject to effective capital under Section II of Part II of Schedule V, to Dr. Rajendra Prasad Singh (DIN
00004812), Non-executive, Independent Director of the Company.

RESOLVED FURTHER THAT the Board of Directors or Company Secretary of the Company be and are
hereby severally authorized to take such steps and to do all such acts, deeds and things as may be necessary in
this regard for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all
matters arising out of and incidental thereto, and to sign and to execute deeds, applications, documents and
writings that may be required on behalf of the Company, including digitally signing and filing the necessary
forms, delegation of powers to any director or committee of directors or any other person as it may deem fit
subject to the provisions of the Companies Act, 2013 and generally to do all such acts, deeds, matters and things
as may be necessary proper, expedient or incidental for giving effect to this resolution.”
By Order of the Board of Directors
For Jyoti Structures Limited
Sd/-
Sonali K. Gaikwad
Company Secretary & Compliance Officer
Date: 25.03.2022
Place: Mumbai

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JYOTI STRUCTURES LIMITED
NOTES:

1) In view of the prevailing situation due to COVID-19 and in line with direction issued by Ministry of Corporate
Affairs vide in its amended Circular no. 02/2021 dated January 13, 2021 read with 14/2020, dated April 8, 2020,
Circular no. 17/2020, dated April 13, 2020 and Circular no. 20/2020, dated May 5, 2020, the Company has decided
to hold its EGM through Video Conferencing (VC/OAVM).

2) The EGM Notice shall be placed on the Company’s website www.jyotistructures.in and 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

3) As per the aforesaid circular provisions of appointment of proxy by the member(s) of the Company are not
applicable to General meeting convened through VC/OAVM. Accordingly, members cannot appoint a proxy and
have to attend the meeting through Video Conferencing personally.

4) Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned
copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative
to attend the EGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/
Authorization shall be sent to the Company by email through its registered email address to
investor@jsl.co.in.

5) Pursuant to the provisions of section 91 of the Act, the Register of Members and Share Transfer Registers of the
Company will remain closed from Friday, April 15, 2022 to Friday, April 22, 2022 both days inclusive.
Members holding shares either in physical form or in dematerialized form, as on Friday, April 15, 2022 i.e. cut-
off date, may cast their vote electronically.

6) As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred
only in dematerialized form with effect from, April 1, 2019, except in case of request received 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 holdings to dematerialized
form.

7) In case of joint holders, the Member whose name appears as the first holder in the order of names as per the
Register of Members of the Company will be entitled to vote at the EGM.

8) Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under
Section 103 of the Act

9) Members who have not registered their e-mail addresses are requested to register their e-mail addresses, in
respect of electronic holdings with the Depository through their concerned Depository Participant and with Bigshare
Services Pvt. Ltd., Registrar and Share Transfer Agent for shares held in physical form.

10) Members are requested to notify immediately any change in their addresses and / or bank mandate details to the
Company’s Registrar and Share Transfer Agents, Bigshare Services Pvt. Ltd., at 1 st Floor Bharat Tim Works
Building, Makwana Road, Marol, Andheri (East) Mumbai 400059 for shares held in physical form and to their
respective Depository Participants (DP) for shares held in electronic form.

-5-
11) Explanatory statement pursuant to Section 102 (1) of the Act, relating to Special Business to be transacted at
the meeting is annexed hereto.

12) The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations and Secretarial
Standards on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director
seeking re-appointment at this EGM is annexed.

13) With a view to serving the members better and for administrative convenience, an attempt would be made to
consolidate multiple folios. Members who hold shares in identical names and in the same order of names in more
than one folio are requested to write to the Company to consolidate their holdings in one folio.

14) As the equity shares of the Company are compulsorily traded in demat form. Members holding equity shares in
physical form are requested to get the shares converted in demat form.

15) Members are requested to make use of Nomination facility by filing Form SH-13. In case of shares held in demat
mode Form SH-13 has to be lodged with the respective DP and in case of the shares held in physical mode the
same has to be lodged with the Company or its Share Transfer Agents.

16) Members are requested to note that in case of transfers, deletion of name of deceased shareholder, transmission
and transposition of names in respect of shares held in physical form, submission of photocopy of PAN Card
of the transferee(s), surviving holder(s), legal heir(s) and joint holder(s) respectively, along with necessary
documents at the time of lodgment of request for these transactions, is mandatory.

17) As per the MCA circular dated April 13, 2020, Members may also note that Poll will be not applicable, hence
ballot paper is not required. Poll through email, procedure prescribed in Section 109 read with Rules to be
followed is not applicable.

18) The manner in which the members who are holding shares in physical form or who have not registered their email
addresses with the company can cast their vote through remote e-voting or through the e-voting system during
the meeting;

19) The members who have cast their vote by remote-voting prior to the meeting may also attend the meeting but
shall not be entitled to cast their vote again;

20) The remote e-voting period commences on Tuesday, April 19, 2022 (9:00 a.m. IST) and ends on Thursday,
April 21, 2022 (5:00 p.m. IST).

21) The Board of Directors has appointed M/s. VLA & Associates, Practicing Company Secretaries as the Scrutinizer
to scrutinize the voting during the EGM and remote e-voting process in a fair and transparent manner.
22) The results declared along with the Scrutinizers Report shall be placed on the Company’s website
www.jyotistructures.in and communicated to the Stock Exchanges immediately after the result is declared.

23) Since the EGM will be held through VC/OAVM, the route Map is not annexed in this Notice.

INSTRUCTIONS FOR MEMBERS FOR VOTING ELECTRONICALLY ARE AS UNDER:

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and
pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the
Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021
dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the
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JYOTI STRUCTURES LIMITED
Members to the EGM venue is not required and general meeting be held through video conferencing (VC) or
other audiovisual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through
VC/ OAVM.

2. Pursuant to the Circular No. 14/2020 dated April 08, 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 EGM. However, the
Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and
participate there at and cast their votes through e-voting.

3. The Members can join the EGM in the VC/OAVM mode 15 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
atthe EGM through VC will be made available for 1000 members on first come first served basis. This will
not include large Shareholders (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 etc. who are allowed to attend the
EGM withoutrestriction on account of first come first served basis.

4. The attendance of the Members attending the EGM through VC/ OAVM will be counted for the purpose of
reckoningthe quorum under Section 103 of the Companies Act, 2013.

5. 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 Circulars issued by the Ministry of Corporate
Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-
votingto its Members in respect of the business to be transacted at the EGM. 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 EGM will be provided by NSDL.

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice
calling the EGM has been uploaded on the website of the Company at www.jyotistructures.in . The Notice can
also beaccessed 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 EGM Notice is also available
on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

7. EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act,
2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13,
2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM 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.

-7-
2. Members are encouraged to join the Meeting through Laptops for better experience.

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

4. 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.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning
their name demat account number/folio number, email id, mobile number at investor@jsl.co.in. The same will be
replied by the company suitably.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Tuesday, April 19, 2022 at 09.00 am and ends on Thursday, April 21,
2022 at 05.00 pm. 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.
Friday, April 15, 2022, may cast their vote electronically. The voting right of shareholders shall be in
proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being
Friday, April 15, 2022,

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


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

Step 1: Access to NSDL e-Voting system

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

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

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

Type of Login Method


shareholders
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
Shareholders https://eservices.nsdl.com either on a Personal Computer or on a mobile. On
holding securities in the e-Services home page click on the “Beneficial Owner” icon under
demat mode with
“Login” which is available under ‘IDeAS’ section , this will prompt you to
NSDL.
enter your existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added services. Click
on “Access to e-Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service provider i.e.
NSDL and you will be re-directed to e-Voting website of NSDL for casting
your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
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JYOTI STRUCTURES LIMITED
2. If you are not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal”
or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to
enter your User ID (i.e. your sixteen digit demat account number hold with
NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to e-Voting website
of NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for seamless
voting experience.

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

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

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


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

4. Alternatively, the user can directly access e-Voting page by providing demat
Account Number and PAN No. from a link in www.cdslindia.com home
page. The system will authenticate the user by sending OTP on registered
Mobile & Email as recorded in the demat Account. After successful
authentication, user will be provided links for the respective ESP i.e. NSDL
where the e-Voting is in progress.

-9-
Individual You can also login using the login credentials of your demat account through your
Shareholders Depository Participant registered with NSDL/CDSL for e-Voting facility. upon
(holding securities logging in, you will be able to see e-Voting option. Click on e-Voting option, you
in demat mode) will be redirected to NSDL/CDSL Depository site after successful authentication,
login through their wherein you can see e-Voting feature. Click on company name or e-Voting service
depository provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for
participants casting your vote during the remote e-Voting period or joining virtual meeting &
voting during 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 Members facing any technical issue in login can contact NSDL helpdesk by
Shareholders holding sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and
securities in demat 1800 22 44 30
mode with NSDL
Individual Members facing any technical issue in login can contact CDSL helpdesk by sending
Shareholders holding a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-
securities in demat 23058542-43
mode with CDSL

B) 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.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code
as shown on the screen.
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.
Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL Your User ID is:


or CDSL) or Physical

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JYOTI STRUCTURES LIMITED
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client
account with NSDL. IDFor example if your DP ID is IN300*** and
Client ID is 12****** then your user ID is
IN300***12******.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL. For example if your Beneficiary ID is
12************** then your user ID is
12**************

c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number
registered with the company For example if
folio number is 001*** and EVEN is 101456
then user ID is 101456001***

4. 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 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. 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
5. 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
NSDLor 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
andyour 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.
6. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
7. Now, you will have to click on "Login" button.
8. 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?

-11-
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding
shares and whose voting cycle and General Meeting is in active status.

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

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

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

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

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

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

General Guidelines for shareholders


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
vlocconsultant@gmail.com with a copy marked to evoting@nsdl.co.in.
2. It is strongly recommended not to share your password with any other person and take utmost care to

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

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE
DEPOSITORIESFOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF E MAIL IDS
FOR E-VOTING FOR THE RESOLUTIONS SET OUT IN THIS NOTICE:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the
share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned
copy of Aadhar Card) by email to investor@jsl.co.in.
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN
card), AADHAR (self attested scanned copy of Aadhar Card) to investor@jsl.co.in. 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.
3. 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
4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
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JYOTI STRUCTURES LIMITED
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

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-
voting.
2. Only those Members/ shareholders, who will be present in the EGM through VC 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 EGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not
beeligible to vote at the EGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the
day of the EGM shall be the same person mentioned for Remote e-voting.

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STATEMENT TO BE ANNEXED TO NOTICE PURSUANT TO SECTION 102 OF THE COMPANIES ACT,
2013 (“THE ACT”)

ITEM No. 1

The Hon’ble National Company Law Tribunal vide order dated March 27, 2019 had approved the Resolution Plan
submitted by the Resolution Applicant. In accordance of the Resolution Plan, the new Board of Directors of the
Company will include nominees of the Investor, nominee of Committee of Creditors and Independent Directors.
Accordingly, the Investor has recommended the appointment of Mr. Mathew Cyriac (DIN: 01903606) as Non-Executive
Director of the Company.

Accordingly, the Board of Directors of the Company appointed Mr. Mathew Cyriac (DIN: 01903606) as an Additional
Director (Non-executive) of the Company with effect from November 11, 2021 to hold the office up to the date of the
forthcoming General Meeting.

Accordingly, a resolution is set out at Item No. 1 of the notice for members approval.

None of the Directors or Key Managerial Personnel and their relatives, except Mr. Mathew Cyriac (DIN: 01903606),
are concerned or interested, financially or otherwise in the said Resolution.

The Board of Directors recommends passing of the Ordinary Resolution set out at Item No. 1 of the Notice.

ITEM No. 2

The Company intends to increase Authorized Share Capital of the company to give effect to the issue of Employee
Stock Option Scheme, 2021 (ESOS) and The Board of directors of the Company at its Meeting held on March 25, 2022,
had accorded its approval for increasing the Authorised Share Capital from Rs 1,80,00,00,000/- (Rupees One Hundred
Eighty Crore Only) to Rs. 1,86,30,00,000 /- (Rupees One Hundred Eighty- Six Crores Thirty Lakhs Only) in all respects
as per the Memorandum and Articles of Association of the Company.

Consequently, Clause V of the Memorandum of Association would also require alteration so as to reflect the changed
Authorised Share Capital. The proposal for increase in Authorised Share Capital and amendment of Memorandum of
Association of the Company requires approval of members at a general meeting.

A copy of the Memorandum of Association of the Company duly amended will be available for inspection for the
Members at the Registered Office/Corporate Office of the Company during the office hours on any working day, except
Saturdays, Sundays and public holidays, between 11.00 a.m. to 5.00 p.m. till the date of EGM

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the
resolution except to the extent of their shareholding, if any.

The Board of Directors recommends passing of the Ordinary Resolution set out at Item No. 2 of the Notice.

ITEM No. 3

As the shareholders are aware, stock options have long been recognized as an effective instrument to attract and retain
the key critical talent in an increasingly competitive environment. This ESOS will help to align the senior stakeholders
to drive the Company Vision and a high performance culture by being the shareholders and having an opportunity to
maximize wealth creation.

With the above objective and based on the recommendation of the Nomination And Remuneration Committee of the
Company and Subject to approval of the Shareholders of the Company, the Board of Directors of the Company pursuant
to the provisions of Section 62 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the
Companies (Share Capital and Debenture) Rules, 2014 and other applicable laws, at their meeting held on March 25,
-14-
JYOTI STRUCTURES LIMITED
2022 approved introduction and implementation of ‘JSL Employee Stock Option Scheme 2021’ (“JSL ESOS - 2021”)
scheme. The ESOS has been formulated in accordance with the applicable laws.

The ESOS will be implemented directly and administered by the Nomination and Remuneration Committee (“NRC”)
of the Company.

1. Brief description of the scheme:

The JSL ESOS -2021 has been designed so as to attract, retain and remain competitive in the talent market and to
strengthen interdependence between individual and organization prosperity.

2. Total number of options to be offered and granted

Subject to the approval of the shareholders meeting, the Company will issue under the Scheme, Options not more
than 5% of Total paid up capital of the Company i.e. 3,17,26,386, options as decided by the Board in their
meeting, which is exercisable to the Employees, with each such an Option conferring a right upon the Employee
to apply for one Equity Share of the Company, in accordance with the terms and conditions of the Grant.

If an option expires or becomes unexercisable without having been exercised in full, the unpurchased ESOS
Shares, which were subject thereto, shall become available for future Grants or sale.

The maximum number of Options under JSL ESOS 2021 that may be granted to any Eligible Employee shall not
exceed 5 % of the paid up share capital of the Company i.e. 3,17,26,386.

3. Identification of classes of employees entitled to participate in JSL ESOS 2021 and be beneficiaries in the
scheme(s)

“Employee” means:
a) any permanent or contractual employee of the Company working in India or out of India; or
b) an employee as defined in sub-clause (a) of a subsidiary, in India or out of India or of a holding company
of the Company.

4. Requirements of vesting and period of vesting:

Options Granted to an Employee would vest at the end of one year from the date of Grant of such Options. Vesting
of an Options would be subject to continued employment with the Company. The NRC may decide for granting
an options from time to time subject to overall ceiling of 5% of total paid up share capital of the Company i.e.
3,17,26,386, existed at the time of approval.

5. Maximum period within which the options shall be vested:

Options Granted to an Employee would vest at the end of one year from the date of Grant of such Options as may
be determined by the Committee.

6. Exercise price or pricing formula:

The Exercise Price per Option shall be at the price determined by the Nomination and Remuneration Committee
which in no case shall be less than face value of the Shares and not more than the market price.

7. Exercise period /offer period and process of exercise/acceptance of offer:

Exercise period will be as follows:

-15-
A. Death of an Employee

In case of death of an Employee to whom Options have been Granted, all Options Granted to the Employee
shall be deemed to have Vested in the Employee on the date of his / her death and shall be Exercisable by his /
or her nominee and in the absence of any nominee, by the Employee’s legal heirs and successors. All such
Options shall be Exercisable by the legal heirs, successors and/or nominees, as the case may be, immediately
but not later than 12 months from the date of death of the Employee. The determination of who are the legal
heirs, successors and/or nominee, as the case may be, of the deceased Employee shall be solely and exclusively
at the discretion of the NRC. The Company shall make available to the Employees specific nomination forms
from time to time to enable them to nominate persons in respect of the Options..

B. Permanent Disablement

In case an Employee suffers Permanent Disablement while in employment, all the Options Granted to him /
her as on the date of Permanent Disablement shall Vest in him / her on that date. All such Options shall be
exercisable within a period of 12 months from the date of such Vesting.

C. Resignation /Termination of employment

In the event of resignation or termination of an Employee, the Employee shall be entitled to retain all the
Vested Options and Exercise the same within a period of one month from the date of cessation of the
employment, unless such resignation or termination is on account of misconduct or misdemeanour of the
Employee. The NRC shall have absolute discretion in determining whether there has been any “misconduct”
or “misdemeanour” on the part of the Employee and the decision of the NRC in this regard shall be final and
binding on the Employee. If the resignation or termination of the Employee is attributable to misconduct /
misdemeanour of the Employee, then in that event all Option Vested in the Employee shall forthwith lapse
and the Employee shall not be entitled to Exercise such Options.

All Unvested Options on the date of submission of resignation shall stand cancelled with effect from that date.

D. Retirement of an Employee

In case the Employee to whom the Options are Granted retires, or vacates his/her office upon reaching the age
of superannuation as per the Company’s rules or upon expiry of any extension thereof or on account of any
directives, statutory provisions, clarifications or guidelines of the Reserve Bank of India (other than a directive,
provision, clarification or guideline relating to the misconduct or misdemeanour of an Employee) then in such
a case, all Granted Options shall forthwith Vest in such Employee. However, the Employee shall Exercise the
Options within a period of six months from the date of such retirement/vacating of the office, failing which
the said Options shall lapse to the extent not exercised within the said six months.

All unvested options on the date of retirement shall stand cancelled with effect from that date.

E. Abandonment of Employment by an Option Grantee

In the event of abandonment of employment by an Option Grantee without the Company’s consent, all Options
granted to such Employee, including the Vested Options, which were not exercised at the time of abandonment
of employment, shall stand cancelled. The NRC, at its sole discretion shall decide the date of cancellation of
Options and such decision shall be binding on all concerned Option Grantees.

F. Suspension of Employee

The Options Granted but not Vested and the Options Vested but not Exercised in case of an Employee who
-16-
JYOTI STRUCTURES LIMITED
has been suspended or in case of an Employee against whom an enquiry is being conducted for any reason, shall
stand suspended and shall neither Vest nor be Exercisable until the enquiry is completed. In case the Employee
is found guilty of misconduct, such Options shall lapse whether or not he/she is dismissed or discharged.

G. Other Reasons

In the event of separation of an Option Grantee from the employment due to reasons other than those
mentioned in (A), (B), (C), (D) and (E) the NRC, at its sole discretion may decide the treatment of all Vested
(unexercised) and unvested Options.

8. The Appraisal process for determining the eligibility of employees under JSL ESOS 2021:

The NRC shall, inter alia, take into consideration contribution during closure of operations as criteria into
consideration, the performance level, merit, future potential contribution, conduct of the Employee and such
other appropriate relevant factors while Granting the Options.

9. Maximum number of options to be offered and issued per employee and in aggregate, if any

No Employee shall be Granted Options in excess of 10% of the total Options Granted pursuant to this ESOS.

The aggregate number of ESOS Shares to be issued by the Company under this ESOS at any point of time
shall not be more than 5 % of the total paid up capital of the Company i.e. 3,17,26,386 as on the date of Board
Meeting.

10. Maximum quantum of benefits to be provided per employee under the JSL ESOS 2021:

No Employee shall be Granted Options in excess of 10% of the total Options Granted pursuant to this ESOS.

The aggregate number of ESOS Shares to be issued by the Company under this ESOS at any point of time
shall not be more than 5 % of the total paid up capital of the Company i.e. 3,17,26,386 as on the date of Board
Meeting.

11. Whether the JSL ESOS 2021 scheme is to be implemented and administered directly by the Company
or through a trust:

The JSL ESOS 2021 shall be implemented and administered directly by the Company without forming or
involving any trust.

12. Whether the JSL ESOS 2021 Scheme involves new issue of shares by the Company or secondary
acquisition by the trust or both:

The Scheme involves issue of new shares against exercise of options. There is no involvement of trust and
therefore, there will not be any secondary acquisition.

13. The amount of loan to be provided for implementation of the scheme(s) by the company to the trust, its
tenure, utilization, repayment terms, etc:

The JSL ESOS 2021 Scheme is to be implemented and administered directly by the Company without forming
or involving any Trust. Therefore, provision of any loan to a Trust under the Scheme does not arise.

14. Maximum percentage of secondary acquisition (subject to limits specified under the regulations) that
can be made by the trust for the purpose of the scheme(s):

The JSL ESOS 2021 Scheme is to be implemented and administered directly by the Company without forming
or involving any Trust. Therefore, the scheme does not envisage any secondary acquisition.

-17-
15. Statement to the effect that Company shall conform to the accounting policies specified in the
regulation 15:

The Company shall follow the Ind AS or any relevant Accounting Standards as may be prescribed by the
competent authorities from time to time, including the disclosure requirements prescribed therein.

16. The method which the company shall use to value its options:

The Company shall adopt 'fair value method' for valuation of options as prescribed under Ind AS or under any
relevant accounting standard notified by appropriate authorities from time to time. Hence, the following
statement mentioned in point no. 17 will not be applicable viz.

17. Statement with regard to disclosure in director’s report:

“In case the company opts for expensing of share based employee benefits using the intrinsic value, the
difference between the employee compensation cost so computed and the employee compensation cost that
shall have been recognized if it had used the fair value, shall be disclosed in the Directors' report and the impact
of this difference on profits and on earnings per share ("EPS") of the company shall also be disclosed in the
Directors' report.”

18. Period of lock-in:

The Shares arising out of Exercise of Vested Options shall not be subject to any lock-in period from the date
of allotment of such Shares under JSL ESOS 2021.

Pursuant to Section 62 (1)(b) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read
with the Companies (Share Capital and Debentures) Rules, 2014 (“the Rules”) approval of the shareholders by way of
special resolution is required for issue of employee stock options to the employees of the Company.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the
resolution except to the extent of their shareholding, if any.

The Board recommends the resolution set out in item no. 3 of this notice for the approval of the Shareholders of the
Company.

ITEM No. 4

Upon enactment of the Companies Act, 2013, various provisions of the Companies Act, 1956 have been repealed and
in view of the same the Articles of Association (“AoA”) of the Company needs to be re-aligned as per the provisions
of the new Act. The Board of Directors in its meeting held on March 25, 2022 decided (subject to the approval of
members) to adopt a new set of (“AoA”) to be substituted in place of the existing AOA which are based on “Table-F”
of the Act which sets out the model AoA for a company limited by shares. Further, a copy of the proposed set of new
AOA of the Company would be available for inspection for the Members at the Registered Office/Corporate Office of
the Company during the office hours on any working day, except Saturdays, Sundays and public holidays, between
11.00 a.m. to 5.00 p.m. till the date of EGM. In terms of Section 14 of the Companies Act, 2013, the consent of the
Members by way of Special Resolution is required for adoption of new set of Articles of Association of the Company.

The Board recommends the resolution set out in item no. 4 of this notice for the approval of the Shareholders of the
Company by way of Special Resolution.

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the
resolution except to the extent of their shareholding, if any.

-18-
JYOTI STRUCTURES LIMITED
ITEM No. 5

The Company recognized vital role played by Dr. Rajendra Prasad Singh without any pecuniary gain since the Company
was going through the Resolution Process under Insolvency and Bankruptcy Code, 2016 and for his expertise and
guidance, the Board has considered his term of Engagement. As a result of his hard work, our entire team move forward
with our long-term mission faster than anticipated. It’s been a long time working towards accomplishing our set goals.
His consistent positive attitude has made a huge difference in our company. His expertise has provided us with valuable
insight, which helped grow and push our team’s objective forward. His intimate knowledge of all aspects of power
sector has been pivotal in the revival of the company.

None of the Directors / Key Managerial Personnel of the Company / their relatives except Dr. Rajendra Prasad Singh,
are, in any way, concerned or interested, financially or otherwise, in the proposed resolution, set out at Item No. 5 of
the Notice.

The Board recommends the resolution set out in item no. 5 of this notice for the approval of the Shareholders of the
Company by way of Special Resolution.

By Order of the Board of Directors


For Jyoti Structures Limited
Sd/-
Sonali K. Gaikwad
Company Secretary & Compliance Officer

-19-
Details of Directors seeking appointment and re-appointment at the forthcoming Extra-Ordinary General
Meeting (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard-2 (SS-2)

Name of the Director Mr. Mathew Cyriac

Date of Birth 20.05.1969

Nationality Indian

Director Identification Number(DIN) 01903606

Date of Appointment on the Board 11.11.2021

Qualifications and Expertise Mr. Mathew Cyriac is the Chairman and whole-time director of
Florintree Advisors, an India focused Alternative Asset Manager,
based in Mumbai. Mr. Cyriac was earlier a Senior Managing Director
at the Blackstone Group and served as its Co-Head of Private Equity
at Blackstone Advisors India Private Limited till February 2017.

My Cyriac joined Blackstone India in April 2006 as the second


permanent employee. He is credited with building the Blackstone
Private Equity business to close to $3 billion assets under
management. He serves on the Board of several companies as an
Independent Director including Allcargo Logistics Limited and
Greatship India Limited, a leading oil services companies in India (
part of Great Eastern Shipping Group) Before joining Blackstone, Mr.
Cyriac’s professional experience includes Gate Global Solutions in
Fremont California, Investment Banking Group at CSFB Los Angeles
leading several equity and debt offerings, and M & M Transactions,
the Private Equity Group at Donaldson, Lufkin and Jenrette, the
Investment Banking Division at Bank of America and Engineering
Division of Tata Motors.

He holds a Post Graduate Diploma in Management from the Indian


Institute of Management Bangalore, where he was awarded the IIMB
Gold Medal for graduating at the top of his class. He also holds a
Bachelor’s degree in Engineering from College of Engineering
Guindy, Madras.

Mr. Cyriac has achieved significant success with his strategy of active
ownership in investee companies, partnering with promoters and
management to turn around operations. His key Investments are as
follows:
1. MTAR Technologies
2. Gokaldas Exports
3. CMS IT Services

-20-
JYOTI STRUCTURES LIMITED
Number of shares held in the Company -

List of the directorships held in other 3


entities

Chairman /Member in the Committees 2


of the Boards of companies in which he
is Director

-21-
BKANORIA CHEMICALS & INDUSTRIES LIMITED
Registered Office:
KCI Plaza, 6th Floor
23C, Ashutosh Chowdhury Avenue
Kolkata-700 019
Thl :+91-33-4031-3200
CIN :L24110WB 1960PLC02491 0
E-mai1:calall@kanoriachem.com
Website: www.kanoriachem.com

KC-13/

31st March, 2022

The Manager-Listing
National Stock Exchange of India Ltd Symbol: KANORICHEM
"Exchange Plaza", Plot No.C/1, 'G' Block
Bandra Kurla Complex, Bandra (East)
Mumbai-400051

BSE Limited Security Code No. 50 6525


New Trading Ring,
Rotunda Building, P.J.Towers
Dalal Street, Fort,
Mumbai- 400001

Dear Sir/s,

Sub: Postal Ballot Result

In accordance with the Regulation 44 (3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, please find enclosed the voting results declared today and the
Scrutinizer's Report for the Special Resolution relating to the re-appointment of Shri S.v. Kanoria
(DIN 02097441) as the Wholetime Director of the Company for a period of three years with effect
from 1st April, 2022.

The aforesaid resolution has been passed by the Members with requisite majority, through Postal
Ballot by remote e-voting process.

You are requested to kindly take the same on record.

Thanking you,

Yours sincerely,
For Kanoria Chemicals & Industries Limited

~~~
N K Sethia
Company Secretary

Enc: as above

Corporate Office: Indra Prakash, 21, Barakhamba Road, New Delhi - 110001,Tel: 91-11-4357-9200, Fax: 91-11-2371-7203, 2376-6486
Voting Results on Postal Ballot

Date of Postal Ballot: 29th March, 2022


Total number of shareholders on cut-off date- 18th February, 2022 13412

No.of Shareholders present in the meeting either in person or


through proxy: Not Applicable
Promoter and Promoter Group:
Public:

No. of Shareholders voted through e-Voting 200


Promoter and Promoter Group: 6
Public: 194

Agenda-wise disclosure
SPECIALBUSINESS

Re-appointment of Shri S.V. Kanoria (DIN 02097441) as the Wholetime Director of the Company.

ResolutionRequired(Ordinary/Special) SpecialResolution
Whetherpromoter/promoter groupsare interestedin agenda/resolution?
Yes
Category Mode of Voting No. of shares No. of votes " of Votes Polled No. of Votes No. of Votes "of Votes In " of Votes
held polled on outstanding -In favour - against favour on against on votes
shares votes polled polled

(1) (2) (3)=[(2)/(1))"100 (4) (5) (6)=[(4)/(2))"100 (7)=[(5)/(2))"100

Promoter and E-Votlng 31,950,440 98.2515 31,950,440 100.00 -


Promoter Poll 32,519,024 NA NA NA NA NA NA
Group Postal Ballot NA NA NA NA NA NA
Total 32,519,024 31,950,440 98.2515 31,950,440 100.00 -
Publlc- E-Voting 53,624 48.6072 53,624 100.00
Institutions Poll 110,321 NA NA NA NA NA NA
Postal Ballot NA NA NA NA NA NA
Total 110,321 53,624 48.6072 53,624 - 100.00
Public-Non E-Votlng 67,640 0.6114 66,928 712 98.9474 1.0526
Institutions Poll 11,063,988 NA NA NA NA NA NA
Postal Ballot NA NA NA NA NA NA
Total 11,063,988 67,640 0.6114 66,928 712 98.9474 1.0526
Total 43,693,333 32,071,704 73.4018 32,017,368 54,336 99.8306 0.1694

The resolution with respect to the agenda item was passed by requisite majority. The resolution as approved by the
members of the Company, in terms of the Postal Ballot Notice dated 9th February, 2022 will form part of the Minutes of
the General Meeting.

ForKanorla
Ch.~{jJ:"7t.d
H. K. Khaitan
Place: Kolkata Director
Date: 31st March, 2022 DIN: 00220049
AMIT CHORARIA & Co. Phones (033) 2242-0196
Chartered Accountants 2243-2509
E-mail: amithmchoraria@gmail.com Mobile - 9830858715
Room No. 401,4th Floor,
14/2, Old China Bazar Street,
Kolkata - 700001

Scrutinizer's Report

[Pursuant to Section 108 and Section 110 of the CompaniesAct, 2013 and Rule 20 and Rule 22
of the Companies (Managementand Administration) Rules, 2014]

To,
The Chairman
Kanoria Chemicals & Industries Limited
"KCI Plaza", 6thFloor
23C, Ashutosh ChowdhuryAvenue
Kolkata-700019

Dear Sir,

Re: Report of Scrutinizer on Postal Ballot conducted through electronic voting system in
accordance with the provisions of Section 108 and Section 110 and other applicable
provisions, if any of the Companies Act, 2013 read with Rule 20 and Rule 22 of the
Companies (Management and Administration) Rules, 2014

I, Amit Choraria, Practising Chartered Accountant and proprietor of Amit Choraria & Co., having
Membership No. 066838, was appointed by the Board of Directors of Kanoria Chemicals &
Industries Limited ("the Company") to act as the Scrutinizer for the purpose of scrutinizing the e-
voting process of the Postal Ballot in respect of the Special Resolution mentioned in the Notice of
Postal Ballot dated 9th February, 2022, in compliance with Section 108 and Section 110 of the
Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and
Administration) Rules, 2014, as amended, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"),read with Circular No. 14/2020 dated 8th
April, 2020, Circular No. 17/2020 dated 13th April, 2020, Circular No. 22/2020 dated 15thJune,
2020, Circular No. 33/2020 dated 28th September, 2020, Circular No. 39/2020 dated 31st
December, 2020, Circular No. 2/2021 dated 13th January, 2021, Circular No. 10/2021 dated 23rd
June, 2021 and Circular No. 20/2021 dated 8th December, 2021, issued by Ministry of Corporate
Affairs ("MCA Circular's")and SEBI Circular No. SEBI IHO/CFD/CMD1/CIRlP/2020/79 dated 12th
May, 2020, and SEBI Circular No. SEBI/HO/CMD21 CIRIPI 2021/11 dated 15th January,
2021("SEBI Circulars").

The compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder,
the Listing Regulations, read with the relevant MCA and SEBI Circulars, relating to e-voting process
is the responsibility of the management. My responsibility as a Scrutinizer is to ensure that the e-
voting process is conducted in a fair and transparent manner and to render the Scrutinizer's Report
of the total votes cast in favour or against, if any, on the resolution, based on the report generated
from the electronic voting system provided by National Securities Depository Limited ("NSDL").

As per the relevant MCA and SEBI Circulars and on account of threats posted by the COVID - 19
pandemic, physical copies of the Notice, Postal Ballot forms and prepaid Business Reply
Envelopes were not dispatched to the members for this Postal Ballot. Accordingly, the
AMIT CHORARIA & Co. Phones (033) 2242-0196
Chartered Accountants 2243-2509
E-mail: amithmchoraria@gmaiI.com Mobile - 9830858715
Room No. 401,4th Floor,
14/2, Old China Bazar Street,
Kolkata - 700001

communication of assent or dissent of members has taken place through the remote e-voting
system only.

The Notice dated 9th February, 2022 along with the statement under Section 102 of the Companies
Act, 2013-, conducting the Postal Ballot of the Company through remote e voting from 28th
February, 2022 to 29th March, 2022, was sent on 25th February, 2022, through electronic mode only
to those shareholders whose email addresses were registered with the Company/Depositories, in
compliance with the applicable MCA and SEBI Circulars.

The Members of the Company holding shares on the cut- off date i.e. 18th February, 2022 were
entitled to vote on the resolution as set out in the Postal Ballot Notice.

In this regard, I hereby submit my report as under:-

1. The Company had availed the services of National Securities Depository Limited (NSDL) as
the Agency for providing facility for remote e-voting participation in the Postal Ballot.

2. The remote e-voting period commenced from 28th February, 2022 at 9.00 A. M. and ended
on 29th March, 2022 at 5.00 P.M. and the remote e-voting module was disabled by NSDL
thereafter.

3. Subsequent to the conclusion of the remote e-voting, I unlocked the votes cast through
remote e-voting, in the presence of two witnesses, Ms. Debopriya Ghosh and Ms. Sunita
Chakraborty who are not in the employment of the Company.

4. I have scrutinized the votes cast through remote e-voting for the purpose of this Report.

On the basis of the above and pursuant to Rule 20(4) (xii), I hereby submit the Scrutinizer's Report
on the remote e-voting (EVEN- 119400), as under:

SPECIAL BUSINESS:

Special Resolution

Re-appointment of Shri S. V. Kanoria (DIN: 02097441) as the Wholetime Director of the


Company

Remote e-voting % of total number


Particulars
No. of Shareholders No. of Votes of valid votes cast
Voted in favour of the resolution 176 32,017,368 99.8306
Voted against the resolution 24 54,336 0.1694
Total 200 32,071,704 100.0000
Invalid Votes 0 0

2
AMIT CHORARIA & Co. Phones (033) 2242-0196
Chartered Accountants 2243-2509
E-mail: amithrnchoraria@gmail.com Mobile - 9830858715
Room No. 401,4th Floor,
14/2, Old China Bazar Street,
Kolkata - 700001

Recommendation

As the number of votes cast in favour of the resolution was not less than three times of the number
of votes cast against, I report that the said special resolution as set out in Postal Ballot Notice is
passed with requisite majority. The Company may accordingly declare the results of the e-voting.

Thanking you,

Yours truly,
For Amit Choraria & Co
Chartered Accountants
Firm Registration No: 326638E

Amit Choraria
Proprietor
Membership No: 066838
Date: 30.03.2022
Place: Kolkata
UDIN: 22066838AFYFER3713

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