PCBL : Notice of the Extraordinary General Meeting (EGM) w.r.t the EGM to be held on 12th January, 2024

PCBL LIMITED

(Formerly known as Phillips Carbon Black Limited)

CIN: L23109WB1960PLC024602

Registered Office: 31, Netaji Subhas Road, Kolkata - 700001 Tele: (033)- 6625-1443, Fax: 033-2230-6844 /2243-6681

Email:pcbl@rpsg.in; Website:www.pcblltd.com

NOTICE TO THE MEMBERS

Notice is hereby given that the Extra-Ordinary General Meeting ("EGM") of the Members of PCBL Limited ("Company") will be held on Friday, the 12th day of January, 2024, at 12:00 Noon Indian Standard Time ("IST"), through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") facility, to transact the following Special Business:

SPECIAL BUSINESS

1. TO APPROVE INCREASE IN BORROWING LIMITS UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013 ("ACT")

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

"RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Act and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the articles of association ("AOA") of the Company and subject to such other approvals as may be necessary, consent of the Members of the Company be and is hereby accorded to the Board (which term shall be deemed to include any committee(s) thereof which the Board may hereinafter constitute to exercise its powers including the powers conferred pursuant to this Resolution') to borrow any sum or sums of money on such terms and conditions and with or without security, as the board of directors may think fit, from time to time, by obtaining loans, overdraft facilities, lines of credit, commercial papers, convertible/ non-convertible debentures, external commercial borrowings (loans/bonds), INR denominated offshore bonds or in any other forms from Banks, Financial Institutions, other Bodies Corporate or other eligible investors, from time to time, which, together with the monies already borrowed by the Company and the monies to be borrowed (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) may exceed, at any time, the aggregate of the paid-up share capital, free reserves and securities premium provided that the total amount so borrowed by the Board shall not at any time exceed Rs. 6000 Crores (Rupees Six thousand crores only) or equivalent amount in any other foreign currency."

"RESOLVED FURTHER THAT the Board be and is/are hereby authorized to do such acts, deeds, things and execute all such documents, undertakings, as may be necessary, expedient or incidental for giving effect to the above Resolution."

2. TO APPROVE CREATION OF MORTGAGE OR CHARGE ON THE ASSETS, PROPERTIES OR UNDERTAKING(S) OF THE COMPANY UNDER SECTION 180(1)(A) OF THE ACT

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

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) of the Act and rules thereunder, and in compliance with Regulation 24(5) and 24(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") including any statutory amendment or modifications thereto, if any of the Act or the SEBI Listing Regulations, or any amendment or modifications thereof and pursuant to the provisions of the Articles of Association ("AOA") of the Company, consent of the Members of the Company be and is hereby accorded to the Board, (which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution) is authorized to pledge, mortgage, hypothecate, create charge (floating or otherwise), transfer, sell, lease or dispose-off, all or any part of the movable or immovable properties, or tangible or intangible properties of the Company, both present and future, and/or the Company's shareholding in any of its subsidiaries, including material subsidiaries, both present and future, (even if it results in the Company's shareholding in such subsidiary falling to less than or equal to 50% (fifty percent) or resulting in cessation of control over such subsidiary), and/or the whole or part of the undertaking of the Company, both present and future of every nature and kind whatsoever to or in favour of any banks/ financial institutions/investors or any other lender or debenture trustee of the Company or its affiliates, to secure the amount borrowed by the Company or any third party, from time to time, in respect of borrowings together with interest, charges, costs, expenses and other monies payable by the Company and/or any third party in respect of such borrowings; provided that the aggregate extent of the indebtedness secured by the assets/properties/undertaking of the Company does not exceed at any time INR 6000 crores (Indian Rupees Six thousand crores only)."

"RESOLVED FURTHER THAT the securities to be created by the Company as aforesaid may rank prior / pari passu / subservient with/to the mortgages and/or charges already created or to be created in future by the Company or in such other manner and ranking pari- passu or otherwise as may be thought expedient by the Board and as may be agreed to between the concerned parties."

"RESOLVED FURTHER THAT the Board be and is/are hereby authorized to do such acts, deeds, things and execute all such documents, undertakings, as may be necessary, expedient or incidental for giving effect to the above Resolution."

3. TO APPROVE INVESTMENTS, GIVE LOANS, GUARANTEES/LETTER OF COMFORT/LETTER OF SUPPORT AND SECURITY UNDER SECTION 186 OF THE ACT

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

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 186 and other applicable provisions, if any, of the Act and relevant rules thereto including any statutory amendment or modifications thereto and in compliance with memorandum and articles of association and other applicable provisions, if any, and subject to such approvals, consents, sanctions and permissions, as may be necessary, consent of the Members of the Company be and is hereby accorded to the Board (which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution) to (i) give any loan to any person or other body corporate; (ii) give any guarantee or provide security or letter of comfort or letter of support in connection with a loan to any person or other body corporate; and (iii) acquire by way of subscription, purchase or otherwise, securities of any other body corporate, from time to time, as the Board of Directors in their absolute discretion deem beneficial and in the interest of the Company, on such terms and conditions and with or without security, for an amount not exceeding INR 6000 crores (Rupees six thousand crores only), notwithstanding that such investments, outstanding loans given or to be given and guarantees and security or letter of comfort or letter of security provided are in excess of the limits prescribed under Section 186 (2) of the Act. The Board of Directors is authorized to negotiate and decide from time to time, terms and conditions, execute necessary documents, papers, agreements etc. for guarantees to be given or letter of comfort or letter of security and/or securities to be provided to any person and / or any body corporate, to do all such acts deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable, settle any question, difficulty or doubt that may arise in this regard and to delegate all or any of these powers to a Director or any other person."

"RESOLVED FURTHER THAT the Board be and is/are hereby authorized to do such acts, deeds, things and execute all such documents, undertakings, as may be necessary, expedient or incidental for giving effect to the above Resolution."

4. TO APPROVE ADVANCEMENT OF ANY LOAN / FINANCIAL ASSISTANCE /GIVE GUARANTEE/PROVIDE SECURITY/ LETTER OF COMFORT/LETTER OF SECURITY UNDER SECTION 185 OF THE ACT IN WHICH DIRECTORS ARE INTERESTED

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

"RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to such approvals, consents, sanctions and permissions as may be necessary, approval of the Members be and is hereby accorded to the Board (which term shall include any committee constituted by the Board or any person(s) authorized by the Board to exercise its powers, including the powers conferred by this Resolution), for giving loan(s) in one or more tranches including loan represented by way of book debt (the "Loan") to, and/or giving of

guarantee(s), and/or providing of security(ies) and/or letter of support/letter of comfort in connection with any Loan or financial assistance taken/to be taken/availed/to be availed by any entity, which is a subsidiary or associate or joint venture or group entity of the Company or any other entity/person specified under section 185 of the Act and more specifically to such other entity/person as the Board of Directors in its absolute discretion deems fit and beneficial and in the best interest of the Company (collectively referred to as the "Entities"), for an aggregate amount not exceeding INR 6000 Crores (Rupees Six thousand crores Only)."

"RESOLVED FURTHER THAT the abovementioned Loan and/or financial assistance and/or guarantee(s) and/or security(ies)/letter of support/letter of comfort shall only be utilised by the borrower for the purpose of its principal business activities."

"RESOLVED FURTHER THAT the Board be and is/are hereby authorized to do such acts, deeds, things and execute all such documents, undertakings, as may be necessary, expedient or incidental for giving effect to the above Resolution."

5. TO APPROVE ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

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

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and in compliance with Regulation 23(6) of Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, the Articles of Association of the Company be and is hereby amended by inserting new Article 84 A after the existing Article 84:

"84 A If at any time the Company issues debentures or bonds or such other instruments, the debenture trustee and/or the investors shall have the right to appoint one or more Director or Directors (Nominee Director(s)) to the Board of Directors of the Company, and to remove from office any Nominee Director so appointed and to appoint another in his/her place or in the place a Director so appointed who resigns or otherwise vacates his office, in accordance with provisions of the Companies Act 2013, applicable law, regulatory or listing requirements and terms and conditions of such debenture documents.

Any such appointment or removal shall be made in writing and shall be served at the office of the Company.

The Nominee Director(s) shall neither be required to hold any qualification share nor be liable to retire by rotation and shall continue in office for so long as the debt subsists.

The Nominee Director may also be appointed as a member of any committee of the Board of Directors of the Company and shall not be liable for any act or omission of the Company.

The Nominee Director shall be entitled to all the rights and privileges of other non-executive directors and the sitting fees, expenses as payable to other directors on the Board of Directors of the Company and any other fees,

commission, monies or remuneration in any form payable to the non-executive directors, which shall be to the account of the Company."

"RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, director and key managerial personnel of the Company be and are hereby severally authorized to do all acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty, doubt that may arise in respect of the matter aforesaid and further to do all acts, deeds, matters and things as may be necessary, proper or desirable or expedient to give effect to the above Resolution."

NOTES:

1. A Statement pursuant to Section 102 of the Companies Act, 2013 as amended ('the Act'), read with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended ('SEBI Listing Regulations'), setting out material facts relating to the Special Business to be transacted at the EGM is annexed hereto.
2. General instructions for accessing and participating in the EGM through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM) Facility:
3. 1. i) The Ministry of Corporate Affairs ("MCA") vide its Circular dated 25th September, 2023 read with circulars dated 8th April, 2020 and 13th April, 2020 have permitted holding of EGM through VC/OAVM facility without physical presence of Members at a common venue. In compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), MCA Circulars and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the EGM of the Members of the Company will be held through VC/OAVM facility. The deemed venue of the EGM shall be the Corporate Office of the Company situated at 2/4 Judges Court Road, Alipore, Kolkata - 700027. Hence, Members can attend and participate in the EGM through VC/OAVM only. The detailed procedure for participating in the Meeting through VC/OAVM is annexed herewith (Refer Serial No. 16 of these Notes).

ii) VC/OAVM - Major Guidelines:

1. Members are requested to join the EGM through VC/OAVM mode not later than 11:45 am IST by clicking on the link https://www.evoting.nsdl.com under Members login, where the EVEN of the Company will be displayed, by using the Remote E-Voting credentials and following the procedures mentioned later in these Notes (Refer to Serial No. 16). Facility for joining the VC/OAVM shall be kept open for the Members from 11:30 a.m. IST and may be closed at 12:15 am IST or thereafter.
2. Members may note that the VC/OAVM Facility provided by NSDL, allows participation of atleast 1,000 Members on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. can attend the EGM without any restriction on account of first-come-first-served principle.
3. (i) Members are requested to express their views/send their queries in advance mentioning their name, DP ID and Client ID number /Folio No., email ID, mobile no. atpcbl.investor@rpsg.intill 4 p.m. (IST) on Friday, the 5th day of January, 2024.
4. 1. Members who would like to ask questions during the EGM of the Company need to register themselves as a speaker by sending their requests preferably along with their questions mentioning their name, DP ID and Client ID number/folio number, email id, mobile number, to reach the Company's email address atpcbl.investor@rpsg.inlatest by 4 p.m. (IST) on Friday, the 5th day of January, 2024.
5. When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.
6. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, for smooth conduct of the EGM.

1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, a proxy is allowed to be appointed under Section 105 of the Act to attend and vote at the general meeting on behalf of a member who is not able to attend personally. Since general meetings under this framework will be held through VC or OAVM, where physical attendance of members in any case has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members is not available for this EGM. However, in pursuance of Section 113 of the Act, the representatives of the Members may be appointed for the purpose of voting through remote e-Voting through Board Resolution/Power of Attorney/Authority Letter etc. for participation in the EGM through VC/OAVM facility and e-voting during the EGM and such duly certified true copies of the relevant Board Resolution/Power of Attorney/Authority Letter etc. are required to be sent to the Scrutinizer/Company in this regard. Since the EGM is being held through VC/OAVM facility, the Route Map is not annexed to this Notice.

1. 1. In line with the MCA Circulars and SEBI Circulars, the Notice of the EGM of the Company will be available on the website of the Company atwww.pcblltd.com., on the websites of the Stock Exchanges, namely, National Stock Exchange (NSE) at www.nseindia.com, and BSE Limited (BSE) at www.bseindia.comand also on the website of National Securities Depository Limited (NSDL) (Agency for providing the Remote e-Voting facility) at www.evoting.nsdl.com.
   2. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI"), Regulation 44 of the SEBI Listing Regulations read with MCA Circulars, as amended from time to time and Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023, the Company is providing remote e-Voting facility to its Members in respect of the business to be transacted at the EGM and facility for those Members participating in the EGM to cast votes through e-Voting system during the 62nd EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) as the authorised agency for facilitating voting through electronic means.
   3. NSDL will be providing facilities for voting through remote e - Voting and VC/ OAVM facility for participation in the EGM.
   4. The attendance of the Members participating in the EGM through VC/OAVM facility using their login credentials shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
2. The business set out in the Notice will be transacted through remote electronic voting system and the Company is providing facility for voting by remote electronic means. Instructions and other information relating to E-voting are given in the Notice under Note No. 16 hereunder.
3. Members holding shares in physical form who have not registered their email addresses with the Company/ Company's RTA / Depository, can get the same registered and can obtain Notice of the EGM of the Company and / or login credentials for joining the EGM of the Company through VC /OAVM facility including e-voting, by sending scanned copies of the following documents namely, a signed request letter mentioning your Name, Folio Number, Complete Address, mobile number and email address to be registered, self attested scanned copy of the PAN Card and self attested scanned copy of any document (such as Aadhar Card, Driving License, Voter Identity Card, Passport) in support of the address of the Member as registered with the Company, by email to the Company's RTA's email address, viz. kolkata@linkintime.co.in.Members holding shares in Demat form are requested to update their email addresses with their respective Depository Participants. SEBI vide its Master Circular dated 31st July, 2023 (updated as on 11th August, 2023) provides for mechanism for Online Resolution of Disputes in the Indian Securities Market.

1. It is clarified that if a Member fails to provide or update relevant e-mail address to the Company or to the DP, as the case may be, the Company will not be in default for not delivering the Notice via e-mail.
2. In case of joint holders attending the EGM together, only holder whose name appearing first will be entitled to vote.
3. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised to not leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time.
4. Nomination facility as per the provisions of Section 72 of the Act is available to individuals holding shares in the Company. Members can nominate a person in respect of all the shares held by him singly or jointly. Members holding shares in physical form and who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the website of the Company and RTA. Members holding shares in electronic form may approach their respective DPs for completing the nomination formalities.
5. The SEBI has mandated furnishing of PAN, KYC details (i.e., Postal Address with PIN Code, email address, mobile number, bank account details) and nomination details by holders of securities in prescribed forms. Effective from 1st January 2022, any service requests or complaints received from the member, are being processed by RTA on receipt of aforesaid details / documents.
6. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by them in physical form, for ease in portfolio management.
7. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz. Issue of duplicate securities certificate; renewal/ exchange of securities certificate; endorsement; sub- division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Further SEBI vide its circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/65 dated 18th May 2022 has simplified the procedure and standardized the format of documents for transmission of securities. Accordingly, members are requested to make service requests by submitting a duly filled and signed Form ISR-4 & ISR-5, as the case may be. The said form can be downloaded from the website of the RTA.
8. Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or Registrar and Share Transfer Agent, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be returned to such members after making requisite changes thereon.

1. Non-residentIndian Members are requested to inform Company's Registrar and Share Transfer Agent, Link Intime India Private Limited ('RTA'), immediately of:
2. 1. Change in their residential status on return to India for permanent settlement.
   2. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
3. Documents referred to in the accompanying Notice of the EGM and in the Statement annexed to the Notice of the EGM shall be available for inspection in the 'Investor Relations' section of the website of the Company at www.pcblltd.com.
4. To support the 'Green Initiative', the Members who have not registered their e-mail addresses are requested to register the same with the Company's RTA/Depositories for receiving all communications including Annual Reports, Notices, Circulars etc. from the Company electronically.
5. INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING EGM THROUGH VC/OAVM ARE AS UNDER:-
   The remote e-voting period begins on 9th January, 2024 at 9:00 A.M. (IST) and ends on 11th January, 2024 at 5:00 P.M. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. During this period, the Members of the Company, holding shares in the physical or dematerialized form, as on the cut-off date of Friday, 5th January, 2024, may cast their votes electronically. The voting rights 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, the 5th day of January, 2024.

A person who is not a Member as on the cut- off date should treat this Notice of the EGM for information purpose only. Once the vote on a Resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

1. 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

1. 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:-