Hardwyn India : Shareholders meeting

HARDWYN INDIA LIMITED

CIN: L74990DL2017PLC324826

Regoff:B-101,Phase-1, Mayapuri, New Delhi 110064

E-mail:accounts1@hardwyn.comWebsite:www.hardwyn.comTel No: +91-11-28115352

POSTAL BALLOT NOTICE TO THE SHAREHOLDERS

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

(Management and Administration Rules), 2014

To the Members of the Company,

Notice is hereby given, pursuant to the provision of Sections 108 and110 and other applicable provisions if any of the Companies Act, 2013("The Act") as amended read with Rules 20 and 22 of The Companies (Management and Administration) Rules,2014 (including any Statutory modification(s)or reenactment(s) there off or the time being in force) and pursuant to applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and as amended from time to time any statutory modification or re-enactment thereof for the time being in force, to transact the Special Business set out in this notice as the Special Resolution through Postal Ballot (including e-voting process) by the members of HARDWYN INDIA LIMITED ("The Company").

The proposed resolutions along with the explanatory statements pursuant to Section 102 and 110 of the Companies Act, Secretarial Standard-2 on General Meetings, Regulation 44 of Listing Regulations and other applicable legal provisions, pertaining to the said resolutions setting out the material facts and the reasons thereof, are also appended. The proposed resolutions and explanatory statements are being sent to you for your consideration.

The Company has engaged the services of CDSL (Central Depository Services Limited) to provide the e-voting facility. Accordingly, members shall may cast their vote electronically through the CDSL e-voting platform. Instructions on E-voting are enumerated as part of the Notice.

E-voting facility is available at the link https://www.cdslindia.com/from Monday09th January 2023, 9.00 a.m. (IST) onwards toTuesday, 07th February, 2023, 5.00 p.m. (IST). Shareholders are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal Ballot Notice, before logging into the e-voting link.

The Board of Directors of the Company, at its meeting held on Wednesday, 28th December 2022 has appointed M/s KMPM & Company, Practicing Company Secretaries, Delhi, as the Scrutinizer for conducting the Postal Ballot process in affair and transparent manner.

The Scrutinizer, after completion of scrutiny, will submit his report to the Chairperson of the Company. Thereafter the results of the Postal Ballot would be announced by the Chairperson of the Company onWednesday, 08th February2023 at the Company's registered office. Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the same duly completed.

The duly completed postal ballot form(s) should reach the scrutinizer at 611, 6th Floor, Pragati Tower, Rajendra Place New Delhi - 110008 or at email id kmpminfo@gmail.comnot later than 05:00 p.m. on 07th February,2023 otherwise it will be strictly treated as if reply from the member has not been received.

In addition to the results being communicated to BSE Limited (BSE) & National Stock Exchange (NSE), the results along with Scrutinizer's report will also be placed on Company's website viz.https://www.hardwyn.com/and shall also be available at the Company's registered office on all working days (except Saturday & Sunday) from 11 a.m. to 4 p.m.

Please read and follow the instructions on e-voting enumerated in the Notes to this Notice. Only the members entitled to vote are entitled to fill in the Postal Ballot Form and send it to theScrutinizerorvoteundere-votingfacilityofferedbytheCompanyandanyotherrecipientofthe Notice who has no voting rights should treat the Notice as an intimation only. Detailedinstructionsto usethefacility are given separately.

The Resolution, if approved, will be taken as passed effectively on the last date of e- voting/receipt of physical ballot papers i.e. Tuesday 07thFebruary, 2023.

ProposedResolutions:

ITEM NO.1-TO CONSIDER & APPROVE APPOINTMENTOFMR. MANJEET SINGH (DIN:08206912) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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

"RESOLVED THAT pursuant to the provisions of Section 149, 152and 161 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (the "Act") and the Companies (Appointment andQualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s)thereof for the time being in force) and pursuant to Regulation 16(1)(b),17 and read with Regulation 25(2A) of the SEBI(Listing Obligations and Disclosures Requirements) Regulations, 2015, and other applicable provisions of Listing Regulations and Articles of Association of the Company and pursuant to therecommendation of the Nomination & Remuneration Committee Mr. Manjeet Singh (DIN: 08206912), who was appointed as an Additional Director of the Company in the category of an Independent Director, by the Board with effect from 10th November, 2022 be and is hereby appointed as an Independent Director of the Company for a term up to 5 years w.e.f. date of original appointment.", and

"RESOLVED FURTHER THAT Mr. Rubaljeet Singh Sayal, Managing Director and/or Mrs. Tanya Sayal Director and/or Mr. Sandeep Singh Solanki, Company Secretary be and are hereby severally authorized to do all acts, deeds, matters and things as considered necessary and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolutions."

By Order of the Board of Directors

Hardwyn India Limited

Rubaljeet Singh Sayal

Managing Director

DIN: 00280624

Place: Delhi

Date: 28.12.2022

Notes:

1. The explanatory statement and reasons for the proposed resolutions as required under Section 102 and 110 of the Companies Act, 2013 read with rules setting out all material facts relating to the resolutions mentioned in this postal Ballot Notice is attached. Further additional information as required under the Listing Regulation is annexedto thisnotice.
2. Postal Ballot Notice is being sent to all the members/Beneficiaries, whose names appear as on 30thDecember, 2022, in the Register of members maintained by the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Voting Rights shall be reckoned on the paid up value of the shares registered in the name of the members as on the cutoff date. The Postal Ballot Notice is sent electronically to all the shareholders who have registered their email address with the Company/ Depositories and to other shareholders by Registered Post/ Courier. Any person who is not a Member as on the said cut-off date should treat this Notice for information purposes only.
3. Shareholders who have registered their e-mail IDs with their Depository Participants /Company are being sent Notice of Postal ballot by e-mail and Shareholders who have not registered their e- mail id will request to please register their mail ids with the Company.
4. The Notice is available on the Company's websitewww.https://www.hardwyn.com/and the websites of the StockExchange viz., BSE Limited at www.bseindia.com.and NSE Limited at www.nseindia.comon the website of the CDSL.
5. The members can opt only one mode for voting i.e. either by physical ballot or e-voting. If you are opting for e-voting, then do not vote by physical ballot and vice-versa. However, in case Member(s) cast their vote both via physical ballot and e-voting, the voting validity done through e-voting shall prevail and voting done by physical ballot shall be treated as invalid.
6. Voting rights in e-voting cannot be exercised by a proxy. However, corporate, and institutional members shall be entitled to vote through their authorized representatives with proof of their authorization.
7. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is pleased to provide its members the facility to exercise their right to vote by electronic means as an alternate mechanism. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating e-voting in order to enable the members to cast their votes electronically instead of dispatching postal ballot form.
8. The Board of Directors of the Company has appointed Mr.Pawan Kumar Mahur (F8462),of M/s.KMPM & Co. Practicing Company Secretaries, Delhi, to act as the "Scrutinizer", for conducting thepostalballot process, in affair and transparentmanner.
9. Documents referred to in this notice and explanatory statement are open for inspection by the shareholders at the Registered Office of the Company on all working days (except Saturday & Sunday) from 11:00 am to 4:00 pm from the date of dispatch of the Postal Ballot Notice up to the completion of Postal Ballot i.e. 07th February, 2023.
10. The Scrutinizer after completion of the scrutiny will submit his report to the Chairman of the Company or a person authorized by him on or before Wednesday, 08th February, 2023. The

results of the postal ballot will be declared by the Chairman or a person authorized by him in this regard on or before Wednesday, 08th February, 2023 at the Registered Office of the Company. The results will also be posted on the website of the Company www.https://www.hardwyn.com/and intimated to the Stock Exchanges where the shares of the Company are listed.

1. The resolutions passed by the members through postal ballot shall be deemed to have been passed as if they have been passed at a duly convened general meeting of the members.
2. Voting through electronic means:

Pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Listing Regulations, General Circular and any other applicable provisions, if any, the Company has extended remote e-voting facility to enable the members to cast their votes electronically through the remote e-voting services provided by Central Depository Services (India) Limited (CDSL).

The remote e-voting facility will be available during the following period:

The remote e-voting module shall be disabled by CDSL for voting at 5:00 P.M. (IST) on Tuesday, 07 February 2023.Once the vote on the resolution is cast by a member, he or she will not be allowed to change it subsequently.