De Nora India : Postal Ballot

·	We are	PARTNER OF CHOICE
CONTINUAL IMPROVEMENT
SUSTAINABILITY
EXCITING
Ref: DNILlL&S/2022/S-1	7B/20
April 13, 2022

<> DE NORA

The Manager, Listing Dept.	The Manager, Listing Dept.
National Stock Exchange of India Ltd.	BSE Limited
Exchange Plaza, 5th floor,	Floor 25, Phiroze Jeejeebhoy Towers
Plot No. CIl, G Block	Dalal Street
Bandra-Kurla Complex	Mumbai 400001
Bandra (E), Mumbai 400051	Phone: [phone]
Phone: [phone]	Scrip Code: 590031
Stock Code: DENORA EQ
Dear Sir,

Sub.: Notice of Postal Ballot dated April 05, 2022, through remote e-voting process

/

This has reference to our letter dated April 05, 2022, regarding the Postal ballot notice approved. Pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of Postal Ballot Notice dispatched in compliance with Circulars issued by Ministry of Corporate Affairs ("MC A") only by electronic mode to all the members whose e-mail addresses are registered with the Company in the Register of Members or in Registers of Beneficial Owners maintained by the Depositories as on Friday, April 08, 2022 (Cut-off date).

The remote e-voting will commence from Saturday, April 16, 2022 (9.00 a.m. 1ST) and will end on Sunday, May 15, 2022 (5.00 p.m. 1ST). The results of the Postal Ballot will be announced on or before Tuesday, May 17, 2022.

You are requested to take the same on your record.

Thanking you.

Yours faithfully,

For ~ NORA INDIA LIMITED

9~~

~Shri~ai

Company Secretary Encl.: As above

•

DE NORA INDIA LIMITED

CIN -l31200GA1993PlC001335

[e-mail]://india.denora.com

Plot Nos. 184, 185 & 189 Kundaim Industrial Estate, Kundaim - 403115 Goa, India -ph [phone]/6731177

DE NORA INDIA LIMITED

CIN: L31200GA1993PLC001335

Registered Office: Plot Nos. 184, 185 & 189, Kundaim Industrial Estate, Kundaim, Goa- 403115

Tel. No.: 0832 6731100; Email:[e-mail]; Website:.india.denora.com

POSTAL BALLOT NOTICE

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

Dear Member(s)

NOTICE is hereby given that pursuant to Section 110 and Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 and 22 of Companies (Management and Administration) Rules 2014, ("the Rules"), read with the General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020 and General Circular No. 39/2020 dated December 31, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021 issued by Ministry of Corporate Affairs ("MCA Circulars"), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and other applicable provisions of the Act, Rules, Regulations, Circulars and Notifications (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time), for seeking consent from its Members for the below mentioned resolutions through Postal Ballot by only Remote e-voting process ("E-Voting").

The Explanatory Statement pertaining to the resolutions proposed in this Notice setting out all material facts and reasons thereof is annexed herewith.

Special Business:

ITEM NO. 1: PRIOR APPROVAL OF MATERIAL RELATED PARTY TRANSACTIONS WITH DE NORA ITALY S.R.L., ITALY

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

"RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of Companies Act, 2013 ("the Act") read with Rule 15 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (including any statutory modification or re-enactment thereof) and Company's Policy on Related Party Transaction(s), approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company, for the material related party transaction(s) to be entered into with De Nora Italy S.r.l., Italy, a related party within the meaning of Section 2(76) of the Act read with Regulation 2(1)(zb) of the Listing Regulations, for Sale of goods /materials and services on such terms and conditions as the Board of Directors may deem fit up to a maximum aggregate value of Rs. 4,000 Lakhs (Rupees Four Thousand Lakhs) during the financial year 2022-23.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters, and things including delegation of such authority and take such steps as may be necessary, desirable or expedient and to give effect to the aforesaid resolution and for matters connected therewith or incidental thereto."

ITEM NO. 2: REAPPOINTMENT OF MR. VINAY CHOPRA (DIN: 06543610) AS THE MANAGING DIRECTOR AND PAYMENT OF REMUNERATION TO HIM

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

"RESOLVED THAT subject to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Act, and the rules made thereunder (including any amendments thereto or statutory modifications or re-enactment thereof for the time being in force) and pursuant to the recommendation of the Nomination & Remuneration Committee ('NRC') and the Board of Directors, the Company hereby approves the re-appointment of Mr. Vinay Chopra (DIN 06543610) as the Managing Director of the Company for a further term of 3 (three) years with effect from 16th July, 2022 up to 15th July, 2025, who shall not be liable to retire by rotation, on the terms and conditions and remuneration as set out in the explanatory statement annexed hereto, including such minimum remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment, with a liberty to the Board of Directors/Nomination & Remuneration Committee to alter and vary the terms and conditions of the said re-appointment including authority to determine the amount of salary, performance linked incentive, the type and amount of perquisites, other benefits and allowances payable to Mr. Chopra in such manner as may be agreed to between the Board/NRC and Mr. Vinay Chopra, subject to the limits prescribed under the Act read with Schedule V thereto (including any amendment, modification, variation or re-enactment thereof), and/or any guidelines prescribed by the Government from time to time.

RESOLVED FURTHER THAT to give effect to this resolution, the Board, be and is hereby authorized to do all acts, deeds, matters and things including filings and execute all such agreements, documents, instruments and writings as may be required or deemed necessary, proper or desirable with regard to the said re-appointment and to settle any question, difficulty or doubt that may arise in respect of the matter aforesaid and matters incidental thereto."

By Order of the Board of Directors For De Nora India Limited

Sd/-

Place: Kundaim, Goa Date: April 05, 2022

Shrikant Pai Company Secretary

Notes:

• 1. The Explanatory Statement for the proposed Ordinary Resolutions pursuant to Section 102 read with Section 110 of the Companies Act, 2013, along with the applicable rules thereunder setting out material facts is appended herein below.

• 2. In Compliance with MCA circulars, the Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail IDs are registered with the Company/ Depositories i.e.

  National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, April 08, 2022 ("Cut-off date").

• 3. As per MCA circulars and on account of threats posed by continuing Covid-19 pandemic, physical copies of Notice, Postal Ballot forms and prepaid business reply envelope are not being sent to Members for this postal ballot.

• 4. In terms of MCA Circulars, the communication of assent or dissent of the Members through remote e-voting shall be considered as valid and the resolutions mentioned in the Notice shall be passed by remote e-voting only.

• 5. The Company has provided the facility to the Members to exercise their votes electronically and vote on the resolutions through the e-voting facility arranged by Central Depository Services (India) Limited (CDSL). The instructions and process for e-voting are mentioned in this Notice.

• 6. All the persons who are Members of the Company as on Cut-off date, but who may not have received this Notice due to non-registration of their e-mail id with the Company or the Depositories/ Depository Participants shall also be entitled to vote in relation to the resolutions

• specified in this Notice by following the instructions specified in Sl. No. 14.

• 7. A copy of Postal Ballot Notice will also be available on the Company's website.india.denora.com and website of the stock exchange where the shares of the Company are listed i.e.http://www.nseindia.com and on the website of the agency engaged by the Company for providing the facility of Remote e-voting to the Members of the Company athttp://www.evotingindia.com.

• 8. The e-voting period commences on and from Saturday, April 16, 2022 (9:00 A.M IST) and ends on Sunday, May 15, 2022 (5:00 P.M IST). The e-voting module shall be disabled by CDSL for voting thereafter.

• 9. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of Members as on Friday, April 08, 2022 i.e. the Cut-off date. Any person who is not a Members as on Cut-off date should treat this Notice for information purpose only.

• 10. All relevant documents referred in the Notice shall be available for inspection by the Members, electronically, basis the request being sent [e-mail] and at the Registered Office of the Company, on all working days between 3.00 PM to 5.00 PM from the date of circulation of Notice up to the date of closure of e-voting period.

• 11. The Board of Directors of the Company have appointed Mr. Umesh P Maskeri, Practicing Company Secretary (ICSI Membership No. FCS 4831) as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. The Scrutinizer's decision on validity of e-voting shall be final and binding.

• 12. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny and the result of the voting by postal ballot through the e-voting process will be announced by the Chairman or any other person authorized by him on or before Tuesday, May 17, 2022 by 5.00

  PM IST. The results will also be declared on the website of the Company and CDSL i.e.www.evotingindia.com and shall also be communicated to the Stock Exchanges, viz., National

  Stock Exchange of India Limited and BSE Limited.

• 13. The last date of e-voting i.e. Sunday, May 15, 2022 shall be the date on which the Ordinary resolutions would be deemed to have been passed, if approved by requisite majority and shall be deemed to have been passed at the General Meeting of the Members convened on that behalf.

• 14. Instructions and process for E-voting are as under:

  • (i) The voting period begins on Saturday, April 16, 2022 (9:00 A.M IST) and ends on Sunday, May 15, 2022 (5:00 P.M IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, April 08, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

    Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

    In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

  • (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

    Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in 1	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are