Balkrishna Paper Mills : Annual General Meeting

Annual Report 2021-2022

Notice

Notice is hereby given that the Ninth Annual General Meeting of the Members of Balkrishna Paper Mills Limited will be held on Friday, the 9th September, 2022 at 3.00 P.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) to transact the following businesses:

Ordinary Business

1. To receive, consider and adopt the Audited Financial Statement of the Company for the financial year ended March 31, 2022, and the
   Reports of Board of Directors and Auditors thereon.
2. To appoint a Director in place of Shri Ankit Poddar (DIN: 03521731), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

3. 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 Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 ("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) read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Shri Dileep H. Shinde (DIN: 00270687), who was appointed as an Additional Director (in the category of Independent Director) w.e.f. 7th August, 2021, pursuant to the provisions of Section 161(1) of the Act, and who holds office up to the date of this Annual General Meeting, be and is hereby appointed as an Independent Non-Executive Director of the Company to hold office for 5 (five) consecutive years w.e.f. August 07, 2021 to August 06, 2026 and whose office shall not be liable to retire by rotation."

RESOLVED FURTHER THAT the Board

of Directors of the Company (including its Committee thereof) and/or Shri Omprakash Singh, Company Secretary be and are hereby severally authorised to do all such acts, deeds and things as may be considered necessary, proper or expedient, desirable to give effect to the above Resolution."

4. 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 Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules,

2014 (including any statutory modification(s)

or amendment(s) thereto or re-enactment(s) thereof, for the time being in force), and subject to such other permissions as may be necessary, M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No.000024) appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records

for the financial year ending March 31, 2023, be

paid remuneration of Rs.40,000/- (Rupees Forty Thousand only) per annum plus applicable tax, reimbursement of travelling and other out of pocket expenses incurred by them at actuals, in connection with the said audit.

RESOLVED FURTHER THAT the Board

of Directors of the Company (including its Committee thereof) and/or Shri Omprakash Singh, Company Secretary be and are hereby severally authorised to do all such acts, deeds and things as may be considered necessary, proper or expedient, desirable to give effect to the above Resolution."

By Order of the Board of Directors

Omprakash Singh

Company Secretary & Compliance Officer

(Membership No.FCS-4304)

Place: Mumbai

Date : 24th May, 2022.

Important Notes:

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 Members to the Annual General Meeting (AGM) venue is not required and AGM be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

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Annual Report 2021-2022

MCA by Circular No. 2/2022 dated 5th May, 2022 has extended the above exemptions till 31st December, 2022 and accordingly in compliance with applicable provisions of the Companies Act, 2013 (''the Act'') and the said Circulars (a) Notice of 9th AGM along with Annual Report 2021-22 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. (b) 9th AGM of the Members will be held through VC/OAVM.

1. 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 AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
2. The Members can join the AGM 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 at the AGM through VC/OAVM 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 AGM without restriction on account of first come first served basis.
3. The deemed venue for Ninth e-AGM shall be the
   Registered Office of the Company at A/7, Trade
   World, Kamala City, Senapati Bapat Marg, Lower Parel (W), Mumbai - 400 013.
4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the 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-Voting to its Members in respect

of the business to be transacted at the AGM. 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 AGM will be provided by NSDL.

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (the Act) in respect of the items of Special Business as set out above is annexed hereto.
2. Members holding share in physical form in multiple folios either single names or joint holding in the same order of names are requested to send the share certificates to Registrar and Transfer Agent
   (RTA) viz. M/s. Purva Sharegistry (India) Private Limited, for consolidation into a single folio. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
3. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market.
4. Members holdings shares in electronic form are requested to intimate immediately their PAN, any change in their address, E-mail id, Mobile No. or bank mandates to their Depository Participants with whom they are maintaining their demat accounts.
5. Members holding shares in physical form are requested to submit their PAN, E-mail id, Mobile No. or advise any change in their address or bank mandates immediately to the Company/ Registrar and Transfer Agent (RTA) viz. M/s. Purva Sharegistry (India) Private Limited.
6. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form with effect from 1st April, 2019. Accordingly, members holding shares in physical form are advised to avail the facility of dematerialization and the company/RTA has stopped accepting any fresh lodgment of transfer of shares in physical form.
7. Members, who have not registered their mobile number & e- mail addresses so far, are requested to update their mobile number and e-mail id in the user profile details of the folio which may be used for sending Annual Reports, Notices and for future communication(s). For any communication, the shareholders may also send requests to the Company's email id: [e-mail] or RTA E-mail id: [e-mail].

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Annual Report 2021-2022

1. Pursuant to the provisions of Section 72 of the Companies Act, 2013, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13, which is available with RTA, Purva Sharegistry (India) Private Limited (PSIPL). Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to PSIPL in case the shares are held in physical form.
2. Details under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Directors seeking appointment/re-appointment at AGM form an integral part of the notice. The Directors have furnished requisite declarations for their appointment/re-appointment.
3. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM along with Annual Report 2021-22 has been uploaded on the website of the Company at www.bpml.in. The Notice can also be accessed 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 AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
4. AGM 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.
5. The Register of Members and Share Transfer Books of the Company shall remain closed from, Saturday 3rd September, 2022 to Friday, 9th September, 2022 (both days inclusive), for the purpose of AGM.
6. A Member, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e. 2nd September, 2022, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of AGM.

A person who is not a member as on the cutoff date should treat this Notice of the AGM for information purpose only. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 2nd September, 2022.

1. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice of the AGM and holding shares as of the cut-off date i.e. 2nd September, 2022, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the AGM by following the procedure mentioned below. The members who have cast their vote by remote e-voting, he/she shall not be allowed to change it subsequently or cast the vote again.
2. All documents referred to in the notice and explanatory statement are open for inspection at the Registered Office of the Company during office hours on all working days (from Monday to Friday) except Saturday, Sunday & public holidays, between 11.00 A.M. and 1.00 P.M. up to the date of the AGM.
3. There is no unclaimed dividend amount lying with the Company which needs to be transfer to Investor Education and Protection Fund (IEPF), under Section 124 of the Companies Act, 2013.
   THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-
   The remote e-voting period begins on Monday, 5th September, 2022 at 9.00 A.M and ends Thursday, 8th September, 2022 at 5.00 P.M. 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. 2nd September, 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 2nd September, 2022.

Vote electronically using NSDL e-Votingsystem: The process and manner to vote electronically on

NSDL e-Voting system consists of "Two Steps" which are given below:

Step 1: Log-in to NSDL e-Voting system at: https:// www.evoting.nsdl.com/

Step 2 : Cast your vote electronically on NSDL e-Voting system.

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Annual Report 2021-2022

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:

Type of shareholders	Login Method
Individual Shareholders	1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding securities in demat	https://eservices.nsdl.comeither on a Personal Computer or on a
mode with NSDL.	mobile. On the e-Services home page click on the "Beneficial Owner"
	icon under "Login" which is available under 'IDeAS' section, this
	will prompt you to 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.
	2. If you are not registered for IDeAS e-Services, option to register is
	available athttps://eservices.nsdl.com. Select	"Register Online
	for IDeAS" Portal or click athttps://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

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