Century Plyboards India : Postal Ballot

Date: 21st April, 2022

BSE Ltd. Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400 001 Scrip Code: 532548

National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (E) Mumbai- 400 051 Scrip Name- Centuryply

Dear Sir(s)/ Madam(s)

Subject: Submission of Notice of Postal Ballot

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a copy of the Postal Ballot Notice being sent to the Members of the Company.

In view of the continuing restrictions due to outbreak of COVID-19 and in accordance with the MCA Circulars, the Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members or List of Beneficial Owners as on the close of working hours on Friday, 15th April, 2022 ("Cut-Off Date"), as received from the Depositories and whose e-mail address is registered with the Company / Depositories/ RTA. Members who have not updated their email addresses with the Company are requested to update the same as per the instructions given in the enclosed Notice.

The Remote e-voting shall commence on Monday, 25th April, 2022 at 9:00 a.m. (IST) and end on Tuesday, 24th May, 2022 at 5:00 p.m. (IST).

This is for your information and record.

Thanking you,

Yours faithfully,

For Century Plyboards (India) Ltd.

Company Secretary

Encl: As above

CENTURY PLYBOARDS (INDIA) LIMITED

(CIN: L20101WB1982PLC034435)

Registered Office: P-15/1, Taratala Road, Kolkata - 700 088; Phone: [phone] Fax: [phone]; Website:www.centuryply.com; Email: [e-mail]

Notice of Postal Ballot

Pursuant to Section 108, 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and applicable Circulars issued by the Ministry of Corporate Affairs

Dear Members,

Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions of the Companies Act, 2013 (the "Act"), read with the Companies (Management and Administration) Rules, 2014 (the "Management Rules") [including any statutory modification(s) or re-enactment thereof for the time being in force], Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Secretarial Standard on General Meetings ("SS-2"), to the extent applicable, each as amended, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs ("MCA") for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021 and 20/2021 dated 8th December, 2021 (collectively referred to as "MCA Circulars") and other applicable laws and regulations, if any, that the resolutions appended below are proposed to be passed by the members of Century Plyboards (India) Limited (the "Members") through Postal Ballot by way of voting through electronic means ("e-voting/ remote e-voting"). The explanatory statement pertaining to the proposed resolutions setting out the material facts concerning the resolutions and the reasons thereof is annexed hereto for your consideration and forms part of this Postal Ballot Notice.

On account of the threat posed by the COVID-19 pandemic and in conformity with the present regulatory requirements, this Postal Ballot Notice is being sent only in electronic form to those Members whose e-mail addresses are registered with the Depositories/ Company/ M/s. Maheshwari Datamatics Pvt. Ltd. (Company's Registrar and Share Transfer Agent). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of assent or dissent of the Members would only take place through the remote e-voting system and voting through physical ballot papers will not be provided.

The Board of Directors of the Company, in compliance with Rule 22(5) of the Management Rules has appointed Shri Manoj Kumar Banthia (ACS 11470/ CP- 7596) and failing him, Shri Raj Kumar Banthia (ACS- 17190/CP-18428) of M/s MKB & Associates, Company Secretaries in Practice, Kolkata as the Scrutinizer ("Scrutinizer") for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner.

In compliance with Regulation 44 of the Listing Regulations read with SEBI circular dated 9th December, 2020 on "e-Voting facility provided by Listed Companies" and pursuant to the provisions of Section 108, Section 110 of the Act read with Rules made thereunder, the MCA Circulars and SS-2, the Company is pleased to provide the facility of remote e-voting to its Members, to enable them to cast their votes electronically. The Company has engaged the services of National Securities Depository Limited ("NSDL") as its agency for providing E-voting facility to the Members of the Company. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company atwww.centuryply.com.

The e-voting shall commence on Monday, 25th April, 2022 at 9:00 a.m. (IST) and end on Tuesday, 24th May, 2022 at 5:00 p.m. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution(s) is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently. Members are requested to carefully read the instructions given in the Notes forming part of this Postal Ballot Notice.

In accordance with the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The Scrutinizer will submit his report to the Chairman or to any other person authorized by him, after completion of scrutiny of votes cast. Based on the Scrutinizer's Report, the Results of the Postal Ballot will be announced at or before 5:00 p.m. on Thursday, 26th May, 2022 and will be displayed at the Registered Office of the Company at P-15/1, Taratala Road, Kolkata-700 088 and communicated to National Stock Exchange of India Limited and BSE Limited where the Equity Shares of the Company are listed. A copy of the result will also be forwarded to National Securities Depository Limited (NSDL) for displaying the same on its websitewww.evoting.nsdl.com. The Results of the Postal Ballot along with the Scrutinizer's Report shall also be placed on the Company's website atwww.centuryply.com.

The last date specified by the Company for e-voting, i.e, Tuesday, 24th May, 2022 shall be the date on which the proposed resolutions shall be deemed to have been passed, if approved by the requisite majority.

SPECIAL BUSINESS

Item no. 1 - Appointment of Ms. Ratnabali Kakkar (DIN: 09167547) as an Independent Director

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

"RESOLVED that pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company and on recommendation of Nomination and Remuneration Committee and approval of Board of Directors of the Company, Ms. Ratnabali Kakkar (DIN: 09167547), who has been appointed as an Additional Director of the Company in the Independent category and has submitted a declaration that she meets the criteria of Independence under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160 (1) of the Act from a member, proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a term of 5 (five) years from 1st April, 2022 to 31st March, 2027."

"RESOLVED FURTHER that the Directors and/or Company Secretary of the Company be and are hereby severally authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Item no. 2-Re-appointment of Smt. Nikita Bansal (DIN: 03109710) as an Executive Director of the Company

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

"RESOLVED that pursuant to the provisions of Sections 196, 197, 203, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ('the Act') read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (including any statutory modification(s) or re-enactment thereof for the time being in force), the Articles of Association of the Company and on recommendations of Nomination and Remuneration Committee and Board, approval of the members of the Company be and is hereby accorded for the re-appointment of Smt. Nikita Bansal (DIN: 03109710), as an Executive Director of the Company for a period of five years with effect from 1st February, 2022 to 31st January, 2027, on terms and conditions including remuneration, as set out in the explanatory statement and agreement entered into by the Company and Smt. Nikita Bansal, which agreement also be and is hereby approved."

"RESOLVED FURTHER that in the absence or inadequacy of profits in any financial year, minimum remuneration payable shall be determined in terms of Schedule V of the Companies Act, 2013."

"RESOLVED FURTHER that the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include Nomination and Remuneration Committee of the Board) be and is hereby authorized to alter and vary the terms and conditions of the said re-appointment and / or remuneration of Smt. Nikita Bansal as it may deem fit and as may be acceptable to her, subject to the same not exceeding the limits hereby sanctioned and within the overall ceiling of managerial remuneration provided under the Companies Act, 2013 or any other statute or such other limits as may be approved by the members from time to time."

By Order of the Board

For Century Plyboards (India) Ltd.

Sd/-

Sundeep Jhunjhunwala

Company Secretary

Membership No.: FCS 4946

16th April, 2022

Registered Office: P-15/1, Taratala Road Kolkata- 700 088

NOTES

• 1. An Explanatory Statement pursuant to Section 102, 110 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder read with Regulation 36 of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) in respect of the Special business set out above are annexed hereto.

• 2. The words "Members" and "Shareholders" are used interchangeably.

• 3. In view of the continuing restrictions due to outbreak of COVID-19 and in accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members or List of Beneficial Owners as on the close of working hours on Friday, 15th April, 2022 ("Cut-Off Date"), as received from the Depositories and whose e-mail address is registered with the Company / Depositories/ RTA. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

• 4. The Postal Ballot Notice will also be available on the Company's website atwww.centuryply.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited atwww.bseindia.comand www.nseindia.com respectively and on the website of NSDL atwww.evoting.nsdl.com.

• 5. Members whose names will appear in the Register of Members or List of Beneficial Owners as on Friday, 15th April, 2022, being the cut-off date, will be entitled to vote on the Resolutions set forth in this Notice and voting rights shall be reckoned on the paid-up value of shares registered in their name on that date. A person who is not a Member on the Cut-off Date should treat this Notice for information purposes only.

• 6. The Resolutions, if passed by the requisite majority through postal ballot, shall be deemed to have been passed at a general meeting of the Members.

• 7. All the documents referred to in this Notice and the Explanatory Statement, will be available for inspection under Investor Section of the Company's websitewww.centuryply.com from the date of circulation of this Notice up to the date of declaration of Postal Ballot results except for certain documents which may be inspected at the Registered Office of the Company during business hours. Members seeking to inspect such documents can send an email to the Company [e-mail] mentioning their names, folio numbers, DP ID and Client ID.

• 8. The Members whose e-mail address is not registered with the Company/Depositories, may register the same by clicking the link:https://mdpl.in/form/email-update and following the instructions given therein or by giving details of folio number, e-mail address and self-attested copy of PAN card [e-mail] or before 05:00 p.m. (IST), Tuesday, 10th May, 2022. After successful registration of the e-mail address and request received from the Shareholders on or before the said date, a copy of this Postal Ballot Notice along with the remote e-voting User ID and password will be sent to the registered e-mail address.

• 9. Any query in relation to the resolutions proposed to be passed by Postal Ballot may be addressed to the Company Secretary, Century Plyboards (India) Limited, 'Century House', P-15/1, Taratala Road, Kolkata-700 088 or at email:[e-mail] queries/ clarification/ grievance regarding e-voting, Members may contact NSDL by e-mail [e-mail] call on toll free no.: 1800 1020 990 and 1800 22 44 30.

• 10. INSTRUCTIONS FOR E-VOTING

  The detailed procedure and manner for voting electronically on NSDL e-voting system are explained herein below:

  Step 1: Access to NSDL e-Voting system

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

  Details on Step 1: Access to NSDL e-Voting system:

  A) Login method for e-Voting for Individual shareholders holding securities in demat mode

  In terms of SEBI circular dated 9th December, 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 E-mail ID in their demat accounts in order to access e-Voting facility.