HSIL Limited

CIN: L51433WB1960PLC024539

Registered Office: 2, Red Cross Place, Kolkata - 700 001, West Bengal, India

Phone: +91-33-2248 7407/5668,

E-mail:hsilinvestors@hsilgroup.com

Website: www.hsilgroup.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management

and Administration) Rules, 2014)

Dear Member(s),

NOTICE of postal ballot ("Notice") is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013, as amended (the "Companies Act"), read with Rules 20 and 22 of the Companies (Management and Administration) Rules 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "SEBI Listing Regulations"), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and other applicable laws and regulations, if any, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ("MCA") for conducting postal ballot process through e-votingvide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 02/2021 dated January 13, 2021, 10/2021 dated June 23, 2021 and 20/2021 dated December 8, 2021 ("MCA Circulars") in view of COVID-19 pandemic, that it is proposed to seek the consent of the shareholders ("Members") of the Company, for the resolutions appended herein below by way of postal ballot through electronic voting ("E-voting").

Pursuant to Sections 102, 108 and 110 of the Companies Act, the resolutions proposed to be passed by way of Postal Ballot and the Explanatory Statement setting out the material facts concerning the said resolutions and the reasons thereof, are annexed hereto for consideration of the Members.

In compliance with Regulation 44 of the SEBI Listing Regulations, as amended and pursuant to the provisions of Sections 108 and 110 of the Companies Act read with the corresponding rules and the MCA Circulars, the Company is sending this Notice in electronic form to all the Members who have registered their email addresses with the Company/Depositories/ Registrar & Share Transfer Agent ("RTA"). Physical copy of this Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot since relaxed by MCA Circular No. 20/2021 dated December 8, 2021 in view of Covid-19 pandemic situation. The communication of assent / dissent of the Members will take place through the remote e-voting system only, in compliance with the MCA Circulars. The instructions for remote e-voting are appended to this Notice.

The Board of Directors of the Company, at its meeting held on Saturday, 15th January, 2022, has appointed Mr. Pravin Kumar Drolia, Company Secretary in Practice, Kolkata (FCS No. 2366, CP No. 1362), as the Scrutinizer for conducting the Postal Ballot by way of E-voting process in a fair and transparent manner. Members are requested to carefully read the instructions in this Notice and cast their vote electronically not later than 5:00 p.m. IST on Thursday, February 24, 2022, failing which it will be strictly considered that no reply has been received from the Member.

After completion of scrutiny of the votes, the Scrutinizer will submit his report to the Chairman of the Company or any other person authorized by the Chairman. The results of Postal Ballot shall be declared on or before Friday, February 25, 2022 and along with the Scrutinizer's report, be communicated to the stock exchanges, Central Depository Services (India) Limited (CDSL) and Company's RTA and will also be displayed on the Company's website www.hsilgroup.com

The proposed resolutions, if approved by the requisite majority, shall be deemed to have been passed on the last date of e-voting, i.e., February 24, 2022.

1

Resolution No. 1

Approval for sale and transfer of undertaking of the Company engaged in the business of manufacture of sanitaryware, faucets and plastic pipes (PVC and CPVC) and fittings, through its manufacturing plants, to Brilloca Limited

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

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the applicable rules framed thereunder, the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and other applicable provisions of the Listing Regulations, if any, (including any statutory modification or re-enactment thereof for the time being in force), Memorandum and Articles of Association of the Company, subject to such approvals, consents, permissions and sanctions as may be required from the members and/or concerned statutory/regulatory authorities and subject to the terms and conditions as may be imposed by them, consent of the Members be and is hereby accorded to the Board of Directors (the "Board", which expression shall include any committee thereof or any person(s) authorised by the Board of the Company to exercise the powers conferred on the Board of the Company by this resolution) to sell and transfer the business undertaking of the Company engaged in the business of manufacturing, on contract basis, of sanitaryware, faucets and plastic pipes (PVC and CPVC) and fittings, through its operating manufacturing plants, along with all the related assets and liabilities, including but not limited to the embedded goodwill, movable and immovable assets, employees, contracts (including lease deeds), intellectual property and other intangible assets, licenses, permits, consents, approvals, inventory and insurance policies ("BPD Undertaking"), as more particularly set out in the explanatory statement annexed hereto, as a going concern on a slump sale basis as defined in Section 2(42C) of the Income-tax Act, 1961, without values being assigned to the individual assets and liabilities, along with the goodwill associated with it, to Brilloca Limited, a company incorporated under the Companies Act, 2013 having its registered office at 2, Red Cross Place, Kolkata, West Bengal 700 001 ("Brilloca"), by executing a business transfer agreement ("BTA") and other ancillary agreements, for a lump sum consideration of INR 630,00,00,000 (Rupees Six Hundred Thirty Crores only), which consideration has been mutually negotiated between the Company and Brilloca based on the recommendations in the valuation report issued by Deloitte Touche Tohmatsu India LLP, an independent valuer, which purchase consideration is subject to certain customary closing date adjustments and payable in the manner as may be agreed between the Company and Brilloca and set out in the BTA, on such terms and conditions and with effect from such date, as may be approved by the Board ("Proposed Transaction") in this regard.

RESOLVED FURTHER that for the purpose of giving effect to the above resolution, the Board of the Company, be and is hereby authorised to do all things and to take all incidental and necessary steps for and on behalf of the Company and to take from time to time all decisions and steps necessary, expedient or proper, with respect to implementation of the above mentioned resolution (including finalising, settling and executing of such documents/writings/deeds/papers/agreements as may be necessary or incidental thereto, including assignment/conveyance/transfer documents, contracts, agreements and to seek their registration thereof with the concerned authorities, filing intimations with and/or obtaining approvals/consents with the concerned regulatory/statutory authorities, etc.) and also to take all other actions and decisions as it/ they may, in its/ their absolute discretion, deem appropriate and to deal with all questions or difficulties that may arise in the course of implementing the above resolution.

Resolution No. 2

Approval to undertake related party transactions in connection with the transfer of the undertaking of the Company engaged in the business of manufacture of sanitaryware, faucets and plastic pipes (PVC and CPVC) and fittings, through its manufacturing plants, to its related party, Brilloca Limited

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

"RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 ("Act") and any other applicable provisions of the Act, read with Rule 15 of the Companies (Meeting of the Board and its Powers) Rules, 2014, and other applicable rules, Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") (including any statutory modification(s) or re- enactment thereof for the time being in force), and the enabling provisions of the Memorandum and Articles of Association of the Company, the Company's Policy on Related Party Transactions and approval of Audit Committee and Board of Directors, approval of the Members be and is hereby accorded for the Company to enter into material contract(s)/arrangement(s)/transaction(s) with Brilloca Limited ("Brilloca"), a related party as defined under the provisions of the Act and SEBI Listing Regulations, for (a) transfer and/or sale and/or disposal of the undertaking of the Company engaged in the business of manufacturing, on contract basis, of sanitaryware, faucets and plastic pipes (PVC and CPVC) and fittings, through its operating manufacturing plants, along with all

2

the related assets and liabilities, including but not limited to the embedded goodwill, movable and immovable assets, employees, contracts (including lease deeds), intellectual property and other intangible assets, licenses, permits, consents, approvals, inventory and insurance policies ("BPD Undertaking") as more particularly set in the explanatory statement annexed hereto, as a going concern, on a slump sale basis as defined in Section 2(42C) of the Income-tax Act, 1961, without values being assigned to the individual assets and liabilities, along with the goodwill associated with it, to Brilloca Limited; and (b) providing on long-term lease from the Company (as the lessor) to Brilloca Limited (as the lessee), properties on which certain manufacturing units in relation to the BPD Undertaking are situated, on the terms and conditions as set out in the explanatory statement annexed hereto, provided that the said contract(s)/arrangement(s)/transaction(s) so carried out shall be at arm's length basis.

RESOLVED FURTHER that for the purpose of giving effect to the above resolution, the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall include any committee constituted by the Board or any person(s) authorised by the Board to exercise the powers conferred on the Board by this resolution), be and is hereby authorised to do all things and to take all incidental and necessary steps for and on behalf of the Company and to take from time to time all decisions and steps necessary, expedient or proper, with respect to the implementation of the above mentioned resolution (including finalising, settling and executing of such documents / writings / deeds / papers / agreements as may be necessary or incidental thereto), and also to take all other decisions as it/ they may, in its/ their absolute decision, deem appropriate and to deal with all questions or difficulties that may arise in the course of implementing the above resolution."

Resolution No. 3

Approval for recurring related party transactions for the FY 2022-23

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

"RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 ("Act") and any other applicable provisions of the Act, read with Rule 15 of the Companies (Meeting of the Board and its Powers) Rules, 2014, and other applicable rules, Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") (including any statutory modification(s) or re- enactment thereof for the time being in force), and the enabling provisions of the Memorandum and Articles of Association of the Company, the Company's Policy on Related Party Transactions and approval of Audit Committee and Board of Directors and in furtherance of the proposed transfer of business undertaking of the Company engaged in the business of manufacturing, on a contract basis, of sanitaryware, faucets and plastic pipes (PVC and CPVC) and fittings, through its operating manufacturing plants, along with all the related assets and liabilities including but not limited to the embedded goodwill, movable and immovable assets, employees, contracts (including lease deeds), intellectual property and other intangible assets, licenses, permits, consents, approvals, inventory and insurance policies ("BPD Undertaking") to Brilloca Limited, approval of the Members be and is hereby accorded for the Company to enter into material contract(s)/arrangement(s)/transaction(s) with Brilloca Limited, a related party as defined under the provisions of the Act and SEBI Listing Regulations on such terms and conditions as the Board of Directors may deem fit during the financial year 2022-23, for the purposes and as per the details as set out in the explanatory statement annexed hereto, provided that the said contract(s)/arrangement(s)/transaction(s) so carried out shall be in the ordinary course of business of the Company and at arm's length basis.

RESOLVED FURTHER that for the purpose of giving effect to the above resolution, the Board of Directors of the Company (hereinafter referred to as the "Board" which term shall include any committee constituted by the Board or any person(s) authorised by the Board to exercise the powers conferred on the Board by this resolution), be and is hereby authorised to do all things and to take all incidental and necessary steps for and on behalf of the Company and to take from time to time all decisions and steps necessary, expedient or proper, with respect to the implementation of the above mentioned resolution (including finalising, settling and executing of such documents / writings / deeds / papers / agreements as may be necessary or incidental thereto), and also to take all other decisions as it/ they may, in its/ their absolute decision, deem appropriate and to deal with all questions or difficulties that may arise in the course of implementing the above resolutions."

By Order of the Board of Directors

For HSIL Limited

Pulkit Bhasin

Place: Gurugram

Company Secretary

Date: January 15, 2022

Membership No. A27686

3

Notes:

  1. The statement as required under Section 102 of the Companies Act is appended to this Notice.
  2. The Notice is being sent to all the Members, by e-mail, whose names appear in the Register of
    Members/List of Beneficial Owners as received from the National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") as on January 21, 2022 ("Cut-off date") and who have registered their email addresses with the Company or depository through the respective depository participants. A person who is not a Member as on the Cut-off date shall treat this Notice for information purpose only.
  3. The Notice is also available on the Company's website i.e.www.hsilgroup.com
  4. The Members who have not yet registered their email address are requested to get their email address registered and cast their votes through e-voting, in accordance with the procedure set out below:
    1. Members who have not registered their email address and in consequence could not receive the e- voting notice may temporarily get their email registered, by visiting the website http://www.mdpl.in and following the registration process as guided thereafter. Post successful registration of the email address, the Member would get soft copy of the Notice and the procedure for e-voting along with the User ID and the password to enable e-voting for this postal ballot. In case of any queries, the Member may write to RTA of the Company at mdpldc@yahoo.com
    2. Please note that for permanent registration of email address, Members shall register their email address, in respect of electronic holdings with their concerned depository participants by following due procedure. Kindly note that steps taken by Members in respect of physical holdings as enunciated in point 4(a) above shall be sufficient for permanent registration of their email address.
    3. Members who have already registered their email address are requested to keep their email address validated with their depository participants / the Company's RTA, receiving future communications in electronic form to their email address.
  6. A person whose name appears in the Register of Members / List of Beneficial Owners as on the Cut-off date shall be entitled to vote on the resolutions set forth in the Notice. Voting rights shall be reckoned on the paid- up value of the shares registered in the name of the Members / Beneficial Owners as on the Cut-off date.
  7. The voting/e-voting period commences on Wednesday, January 26, 2022 (9:00 a.m. IST) and ends on Thursday, February 24, 2022 (5:00 p.m. IST). During this period, members of the Company holding equity shares either in physical form or in dematerialized form, as on the Cut-off date may cast their vote electronically.
  8. All the relevant documents, if any, referred to in the explanatory statement will be posted on the website of the Company for online inspection by the members till Thursday, February 24, 2022.
  9. Pursuant to the rules framed under the Companies Act read with the MCA Circulars, the details pertaining to this postal ballot will be published in one English national daily newspaper circulating throughout India and one Bengali daily newspaper circulating in Kolkata.
  10. Resolutions passed by the members through Postal Ballot are deemed to have been passed effectively at a general meeting on the last date specified for e-voting i.e. Thursday, February 24, 2022.

Procedure For E-Voting

  1. Pursuant to the provisions of Section 108 of the Companies Act read with Rule 20 of the Companies (Management and Administration) Rules, 2015, as amended, and Regulation 44 of the SEBI Listing Regulations read with SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9 December 2020 on e- voting facility provided by listed companies, the Company is pleased to provide e-voting facility to its Members, to exercise their right to vote on the proposed resolutions by electronic means.
  2. The Company has engaged the services of CDSL as the Authorised Agency to provide e-voting facilities.
  3. The remote e-voting facility will be available during the following voting period after which the portal will be blocked and shall not be available for e-voting:
    Commencement of e-voting From 9:00 a.m. (IST) on Wednesday, January 26, 2022 End of e-voting Upto 5:00 p.m. (IST) on Thursday, February 24, 2022.

4

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

HSIL Limited published this content on 26 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 January 2022 10:55:04 UTC.