12
POSTAL BALLOT NOTICE ( Pur s uant to Secti on 110 of the Compani e s Act, 2013) NOTI CE PURSUANT TO SECTI ON 110 OF THE COMPANI ES ACT, 2013 AND RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMI NISTRATION) RULES, 2014 RELATING TO PASSING OF THE RESOLUTI ON BY POSTAL BALLOT READ WITH REGULATI ON 44 OF THE SECURI TIES AND EXCHANGE BOARD OF INDIA (LI STING OBLI GATI ONS AND DI SCLOSURE REQUIREMENTS) REGULATI ONS, 2015 AND SECURITIES AND EXCHANGE BOARD OF INDIA (DELI STING OF EQUITY SHARES) , REGULATI ONS 2009 INCLUDING ANY STATUTORY MODI FI CATI ONS OR AMENDMENTS OR RE- ENACTMENTS THEREOF ( 'DELI STING REGULATI ONS') . To, The Me mbers , Not i ce i s hereby given, pur suant t o Secti on 110 of the Companies Act, 2013 (' Compa nies Act') , and a l l other appli ca bl e provis ions, i f any, r e ad wi th the appli c abl e rul e s frame d unde r the Compani e s Act rel at i ng to pa ssi ng of the res ol ut i on by Pos t al Ba ll ot and Regula t ion 8(1 Xb) of the De list i ng Re gul at i ons to the me mber s of Sant osh I ndustri e s Li mi te d (' Compa ny') and pur s uant to the requis it ion l ett er dated 25.03.2019 rece i ved f rom the Promot er s/ Promot e r Group of the Company and the re s ol ut i on pas s e d by the Boa r d of Di r ector s of the Compa ny at it s me et ing he l d on 29. 03.2019; to c onsi de r and i f found f i t, to pa s s the foll owi ng res ol ut i on a s a s peci a l re s olut i on (' Spec i al Re s ol ut ion') through a post al ballot ('Posta l Ba ll ot ') a nd/ or , through the re mote e - vot i ng f acil ity offere d by the Company i n t his r e gard. The re s ol ut i on propose d to be pa ss e d and the Expl ana tory St a teme nt unde r Se ct i on 102 of the Compani e s Act pe rt a i ni ng the reto stat i ng all mat e r i a l fac t s a nd the r eas ons for the pr opos ed r e s olut ion & a Pos tal Ball ot Form/ re mot e e - voti ng i ns truct i ons a r e appe nde d he re t o f or c ons i de r ation of t he me mber s. The a ttac he d Posta l Ba ll ot Form i s t o be us e d by the me mbe r s for the purpos e of exe rc is i ng vote in re spec t of the s a id re s ol uti on. Me mbe rs de s iri ng to ava i l opt i on of for remote e - vot ing as pe r the fac il i ty arr ange d by the Company are re que s t e d to re ad the i nstruc t i ons i n the Note s unde r the s e cti on 'Voti ng thr ough Ele ctroni c me ans'. Re fe r e nce to Posta l Ba ll ot i n thi s Not ic e i nc l ude s vot e s ca s t through r e mote e - vot i ng. The remote e - voting period will commence on 05, 04.2019 at 10:00 A. M. and will end on 04. 05.2019 a t 5:00 P.M. Dur i ng t hi s pe r i od, Me mbe r s of the Company hol ding s har e s a s on the c ut-off da te i . e., 29.03. 2019, may c as t t he i r vote el ec troni c a lly. Postal Ba ll ot Forms rec e ive d af te r 05.00 P.M. on 04.05.2019 wi l l be tr e at e d as i f the r e pl y f rom the c once rned me mbe r ha s not bee n rec e i ved. The postage will be borne and pa i d by the Compa ny, e xce pt for Pos t a l Ba ll ot Forms re c eive d f r om out s i de I ndi a. It is he nc e c lar i fi e d that t hos e member s de s iri ng to e xe r c i s e their vote f rom out s ide Indi a wi ll have t o be ar / arrange for the i r post age e xpens e s. Me mbe rs hol ding Equity Shar e s of the Company as on 29.03. 2019 have both the opti ons of vot i ng i.e. by re mot e e - vot i ng and through Postal Ba ll ot Form. Me mbe rs are re quested to c are full y read the instruct ions pr i nte d in the Postal Ba ll ot Form and r eturn the Postal Ba llot Form ( no other form or photoc opy i s permi tte d) duly c ompl e t e d i n se l f- addr e ss e d, postage pr e -pa i d enve lope s o as t o r eac h the Scrut ini zer not l ate r than the c l ose of worki ng hour s at 05.00 P. M. on 04.05. 2019. Re gd Of fic e : Sui te No. 3A, 3rd Floor , 3A, Auc kla nd Plac e , Kolkat a 700 017 T: +91 33 2290 2277/ 3377 I E : s i l@bmd.ne t.i n I W : www.s a ntos hindust r i e s l imi te d.i n ON No. L519O9WB1960PLC024531 SANTOSH INDUSTRI ES LIMI TED

SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

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Page 1: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

POSTAL BALLOT NOTICE(Pursuant to Section 110 of the Companies Act, 2013)

NOTICE PURSUANT TO SECTION 110 OF THE COMPANIES ACT, 2013 AND RULE 22OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014RELATING TO PASSING OF THE RESOLUTION BY POSTAL BALLOT READ WITHREGULATION 44 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 ANDSECURITIES AND EXCHANGE BOARD OF INDIA (DELISTING OF EQUITY SHARES),REGULATIONS 2009 INCLUDING ANY STATUTORY MODIFICATIONS ORAMENDMENTS OR RE-ENACTMENTS THEREOF ('DELISTING REGULATIONS').

To,

The Members,

Notice is hereby given, pursuant to Section 110 of the Companies Act, 2013 ('Companies Act'), andall other applicable provisions, if any, read with the applicable rules framed under the Companies Actrelating to passing of the resolution by Postal Ballot and Regulation 8(1 Xb) of the DelistingRegulations to the members of Santosh Industries Limited ('Company') and pursuant to therequisition letter dated 25.03.2019 received from the Promoters/ Promoter Group of the Company andthe resolution passed by the Board of Directors of the Company at its meeting held on 29.03.2019; toconsider and if found fit, to pass the following resolution as a special resolution ('SpecialResolution') through a postal ballot ('Postal Ballot') and/ or, through the remote e-voting facilityoffered by the Company in this regard.

The resolution proposed to be passed and the Explanatory Statement under Section 102 of theCompanies Act pertaining thereto stating all material facts and the reasons for the proposed resolution& a Postal Ballot Form/ remote e-voting instructions are appended hereto for consideration of themembers. The attached Postal Ballot Form is to be used by the members for the purpose of exercisingvote in respect of the said resolution.

Members desiring to avail option of for remote e-voting as per the facility arranged by the Companyare requested to read the instructions in the Notes under the section 'Voting through Electronicmeans'. Reference to Postal Ballot in this Notice includes votes cast through remote e-voting. The

remote e-voting period will commence on 05,04.2019 at 10:00 A.M. and will end on 04.05.2019 at5:00 P.M. During this period, Members of the Company holding shares as on the cut-off date i.e.,29.03.2019, may cast their vote electronically.

Postal Ballot Forms received after 05.00 P.M. on 04.05.2019 will be treated as if the reply from theconcerned member has not been received. The postage will be borne and paid by the Company,except for Postal Ballot Forms received from outside India. It is hence clarified that those membersdesiring to exercise their vote from outside India will have to bear /arrange for their postage expenses.

Members holding Equity Shares of the Company as on 29.03.2019 have both the options of voting i.e.by remote e- voting and through Postal Ballot Form. Members are requested to carefully read the

instructions printed in the Postal Ballot Form and return the Postal Ballot Form (no other form orphotocopy is permitted) duly completed in self-addressed, postage pre-paid envelope so as to reach

the Scrutinizer not later than the close of working hours at 05.00 P.M. on 04.05.2019.

Regd Office : Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017

T:+91 33 2290 2277/3377 I E : [email protected] I W : www.santoshindustrieslimited.in

ON No. L519O9WB1960PLC024531

SANTOSHINDUSTRIES LIMITED

Page 2: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

SPECIAL BUSINESS:

Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited("BSE") and The Calcutta Stock Exchange Limited ("CSF") i.e.. both the Stock Exchangeswhere the equity shares of the Company are listed:-

To consider and, if thought fit, to pass, with or without modification^), the following resolution as aSpecial Resolution:

"RESOLVED THAT pursuant to (i) the letter dated 25.03.2019 received from the Promoters /Promoter Group of the Company, along with other Promoters/ Promoter Group of the Company,holding 3561010 equity shares of face value of Rs. 10/- each representing 73.96% of the fully paid-upequity share capital of the Company, conveying their intention to voluntarily delist the equity shares

of the Company from both BSE Limited and The Calcutta Stock Exchanges Limited [hereinaftercollectively referred to as "the Stock Exchanges"] in accordance with the Securities And ExchangeBoard Of India (Delisting Of Equity Shares), Regulations 2009 as amended from time to time("Delisting Regulations"); and (ii) the approval of the Board of Directors of the Company in its

Regd Office : Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017

T:+91 33 2290 2277/3377 I E : [email protected] I W : www.santoshindustrieslimited.in

CIN No. L51909WB1960PLC024531

Members may note that, the Company has engaged the services of Central Depository Services (India)Limited ('CDSL') to provide remote e-voting facility to the members of the Company. Accordingly,the Company is providing a remote e-voting facility as an alternate, which would enable the membersto cast vote electronically instead of dispatching the Postal Ballot Form. Please read and follow theinstructions on remote e-voting enumerated in the notes to this Notice.

Only members entitled to vote are entitled to fill in. the Postal Ballot Form and send it to theScrutinizer or vote under the remote e-voting facility offered by the Company, and any other recipientof the Notice who has no voting rights should treat the Notice as an intimation only. Kindly note thatwhile exercising the vote, members holding equity shares of the Company can opt for only one of thetwo modes of voting i.e. either through Postal Ballot Form or remote E-voting. If you are opting for

remote e-voting, then do not vote through Postal Ballot Form and vice versa.

The Board of Directors of the Company has appointed Mr. Premjeet Singh, Practicing CompanySecretary (Membership No.: A31903; C.P. No.: 16452) as the Scrutinizer ('Scrutinizer') forconducting Postal Ballot process in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman of die Company or, in his absence, to any otherdesignated Director of the Company after completion of scrutiny of the Postal Ballot Forms andremote e-voting results received. The result of voting by the Postal Ballot will be announced by theChairman/ Director of the Company at 4:00 P.M. on 06.05.2019 at the Registered Office of theCompany. Additionally, the result will be communicated to BSE Limited ('BSE') and The CalcuttaStock Exchange Limited ('CSE') where the equity shares of the Company are listed and shall also bepublished in the newspapers. The results of the Postal Ballot will also be displayed on the Company'swebsite www. santosh indu striesl i mited. in.

In the event the proposed resolution is approved by requisite majority of members by means of PostalBallots (including remote e-voting), and also subject to that the vote cast by public members in favorof the resolution is at least two times the number of vote cast by the public members against theproposed resolution, the date of declaration of the result shall be deemed to be the date of passing of

the said resolution.

SANTOSHINDUSTRIES LIMITED

Page 3: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

Regd Office : Suite No. 3A, 3rel Floor, 3A, Auckland Place, Kolkata 700 017

T:+91 33 2290 2277/3377 I E : [email protected] I W : www.santoshindustrieslimited.inCIN No. L519O9WB1960PLC024531

Registered Office:By Order of the Board3A, Auckland Place, 3rd Floor,For San tosh Industries LimitedSuite No. 3A, Kolkata- 700017SdA^,„. 0Q m ,moJyoti BhartiaDate. 29.03.2019Company SecretaryPlace: KolkataM.No.A46327

meeting held on 29.03.2019 for the voluntary delisting of the equity shares of the Company from boththe BSE and CSE and subject to the applicable provisions of the Companies Act, 2013 and rules madethere under, the Delisting Regulations, Securities And Exchange Board Of India (Listing ObligationsAnd Disclosure Requirements) Regulations, 2015, as amended from time to time and such otherapplicable provisions of the laws and receipt of the necessary approvals from both the BSE and CSEand such other approvals as may be required under applicable law and subject to the terms of suchapprovals, the approval of the Members of the Company be and is hereby accorded to the proposedvoluntary delisting of the Equity Shares of the Company from BSE and CSE through acquisition of upto 1253565 of face value of Rs. 10/- each representing 26.04% of the frilly paid-up equity sharecapital of the Company held by die Public Shareholders of the Company by the Promoters/ PromoterGroup of the Company ("Delisting Offer")"

"RESOLVED FURTHER THAT the Board of Directors of the Company ("the Board", which termshall be deemed to include, unless the context otherwise requires, any committee of the Board or any

office^s) authorized by the Board to exercise the powers conferred on the Board under thisresolution) be and is hereby authorized on behalf of the Company to do, either by themselves orthrough delegation to any person, as they may in their absolute discretion deem fit, all such acts,deeds, matters ^id things as they may at their discretion deem necessary or expedient for such

purpose and to make all necessary filings to facilitate the Delisting Offer in accordance with theconditions specified in the Delisting Regulations and the applicable provisions of the Companies Act,2013, including making applications to the Stock Exchanges for seeking the in-principle and finalapprovals for the Delisting Offer and to execute all such deeds, documents or writings as are

necessary or expedient, to settle any questions, difficulties or doubts that may arise in this regard or

delegate the aforesaid authority to any person or to engage any advisor, lawyers, consultant, agent or

intermediary, as they may in their absolute discretion deem fit"

| "RESOLVED FURTHER THAT Mr. Surendra Kumar Dugar, Managing Director, and/ orMrs. Madhu Dugar, Director, and/ or Ms. Jyoti Bhartia, Company Secretary of the Company, be andare hereby severally authorised to file all such deeds, applications, documents and other relatedcorrespondence as may be required before any regulatory authority and to appear before, represent,

negotiate, discuss and respond to all queries as may be requested for by any regulatory authority inconnection with the aforesaid resolution."

"RESOLVED FURTHER THAT all actions taken or required to be taken by the Board inconnection with any matter referred to above or contemplated in the foregoing resolutions are herebyapproved, ratified and confirmed in all respects."

SANTOSHINDUSTRIES LIMITED

Page 4: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

Regd Office : Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017

T:+91 33 2290 2277/3377 I E : [email protected] I W : www.santoshindustrieslimited.in

CIN No. L51909WB1960PLC024531

1.An explanatory statement pursuant to section 102 of the Companies Act, 2013 in respect of thebusiness specified above is annexed hereto along with a Postal Ballot Form for yourconsideration.

2.The notice is being sent to all the members, whose names appeared in the register of members/

List of Beneficial Owners as received from National Securities Depository Limited (NSDL) /Central Depository Services (India) Limited (CBSL) as on 29.03.2019. Voting rights shall bereckoned on the paid-up value of the shares registered in the name of the member as on that date.

3.Relevant documents related to the accompanying notice and the explanatory statements are openfor inspection at the registered office of the Company on all working days (except Sundays &Public Holidays) during office hours from 10:00 A.M. up to 5:00 P.M. from the date of dispatchuntil the last date for receipt of votes by postal ballot /remote e-votingi.e. 04.05.2019.

4.The voting rights of members shall be in proportion to their shares of the paid up equity sharecapital of the Company as on the cut-off date of 29.03.2019.

5.The notice of Postal Ballot will be sent to the members, whose names appear in the register ofmembers / depositories as at closing hours of business, on 29.03.2019.

6.The members shall have one vote per equity share held by them as on the cut-off date of29.03.2019. The facility of remote e-voting would be provided once for every folio/ client id,irrespective of the number, of joint holders.

7.Mr. Premjeet Singh, Practicing Company Secretaiy (Membership No.: A31903; CP.No.: 16452)has been appointed as the Scrutinizer to scrutinize the remote e-voting process in a fair and

transparent manner. The Scrutinizer shall within a period not exceeding three (3) working daysfrom the conclusion of the remote e-voting period unblocks the votes in the presence of at leasttwo (2) witness not in the employment and make a Scrutinizer's Report of the votes cast infavour or against, if any, forthwith to the Chairman / Director of the Company.

8.Members have option to vote either through Postal Ballot Form or through remote e-voting. If a

member exercises his/ her voting by both Postal Ballot Form and through remote e-voting, thenthe vote cast through remote e-voting shall be considered as valid. Postal Ballot Forms, which are

incomplete or the unsigned or defective in any manner, are liable to be rejected. Further, the

decision of the Scrutinizer on validity of the vote shall be final and binding.

9.Members are requested to make all correspondences pertaining to shares of the Company to theCompany Secretary & Compliance Officer of the Company i.e., Ms. Jyoti Bhartia, at 3A,Auckland Place, 3^ Floor, Suite No. 3A, Kotkata- 700017, Tel No.: (033) 2290 2277/ 3377, Fax

No.: (033) 2290 4477, E-mail: siliajbmd.net.in.

SANTOSHINDUSTRIES LIMITED

Page 5: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

Regd Office : Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017

T:+91 33 2290 2277/3377 I E : [email protected] I W : www.santoshindustrieslimited.in

CIN No. L51909WB1960PLC024531

10.The Postal ballot Form together with self-addressed Business Reply Envelope is enclosed for theuse of die member. Please read carefully the following instructions before exercising your voteand return the form duly completed, signifying your assent/ dissent, in die attached self-addressed, postage pre-paid envelope so as to reach the scrutinizer within a period of 30 days

from the date of dispatch of notice i.e. before the close of working hours on 04.05.2019.

11 R^mote e-vodng Cacdity: In compliance with Section 108 and 110 of the Companies Act, :2013read with Rule 20 of Companies (Management & Administration) Rules, 2014 and Regulation 44of die Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations, 2015, die Company is pleased to offer remote e-votmg facility as analternate, for all its members to enable them to cast their vote electronically. The Company hasentered into an agreement widi Central Depository Services (India) Limited ('CDSL') forfacilitating remote e-voting to enable the Members to cast their votes electronically instead ofdispatching Postal Ballot Form. Remote E-voting is optional. In case a member desires to

exercise his vote by using remote e-voting facility then he has to carefully follow the instructionsas given on the back side of Postal Ballot Form. Member can use the facility and log-in anynumber of times till he has voted on all the resolutions or till the end of voting period, whicheveris earlier.

The instructions for members voting electronically are as under:

(i) The voting period begins on 05.04.2019 at 10.00 A.M. and ends on 04.05.2019 at 5.00 P.M.During this period shareholders' of the Company, holding shares in Demat & Physical as onthe cut-off date of 29.03.2019, may cast their vote electronically. The e-voting module shall

be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User IDa.For CDSL: 16 digits beneficiary ID,b.For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c.Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier voting of any company, then your existing password is to be used.

SANTOSHINDUSTRIES LIMITED

Page 6: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

Regd Office : Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017

T:+91 33 2290 2277/3377 I E : [email protected] I W : www.santoshindustrieslimited.in

CIN No. L51909WB1960PLC024531

(viii) After entering these details appropriately, click on "SUBMIT" tab.

(ix) Members holding shares in physical form will then directly reach the Company selectionscreen. However, members holding shares in demat form will now reach 'Password Creation'

menu wherein they are required to mandatorily enter their login password in the new

password field. Kindly note that this password is to be also used by the demat holders forvoting for resolutions of any other company on which they are eligible to vote, provided thatcompany opts for e-voting through CDSL platform. It is strongly recommended not to shareyour password with any other person and take utmost care to keep your passwordconfidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xi) Click on the EVSN for the relevant Company Name i.e. "SANTOSH INDUSTRIESLIMITED" on which you choose to vote.

(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same theoption "YES/NO" for voting. Select the option YES or NO as desired. The option YESimplies that you assent to the Resolution and option NO implies that you dissent to theResolution.

(xiii) Click on the "RESOLUTION FILE LINK" if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". Aconfirmation box will be displayed. If you wish to confirm your vote, click on "OK", else tochange your vote, click- on "CANCEL" and accordingly modify your vote.

Enter the Dividend Bank Details or Date of Birth (in dd/imn/yyyy -format) asrecorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company pleaseenter the member id / folio number in the Dividend Bank details field asmentioned in instruction (iv).

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/DepositoryParticipant are requested to use the first two letters of their name and the 8

digits of the sequence number in the PAN field.• In case the sequence number is less titan 8 digits enter the applicable

number of 0's before the number after the first two characters of the name

in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequencenumber 1 then enter RA00000001 in the PAN field.

For Members holding shares in Demat Form and Physical Form

DividendBankDetails ORDate ofBirth(DOB)

PAN

(vii) If you are a first time user follow the steps given below:

SANTOSHINDUSTRIES LIMITED

Page 7: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

Regd Office : Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017T:+91 33 2290 2277/3377 I E : [email protected] I W : www.santoshindustrieslimited.in

CIN No. L51909WB1960PLC024531

SANTOSHINDUSTRIES LIMITED

(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your

vote.

(xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on theVoting page.

(xvii) If a demat account holder has forgotten the login password then Enter the User ID and theimage verification code and click on Forgot Password & enter the details as prompted by the

system.

(xviii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available forandroid based mobiles. The m-Voting app can be downloaded from Google Play Store. Appleand Windows phone users can download the app from the App Store and the Windows PhoneStore respectively. Please follow the instructions as prompted by the mobile app while votingon your mobile.

(xix) Note forNon - Individual Shareholders and Custodians^Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are

required to log on to www.evotingindia.com and register themselves as Corporates.

•A scanned copy of the Registration Form bearing the stamp and sign of the entity should beemailed to helpdesk.evoting@,cdslindia.com.

•After receiving the login details a Compliance User should be created using the admin loginand password. The Compliance User would be able to link the accoun^s) for which they wish

to vote on.•The list of accounts linked in the login should Ee mailed to [email protected]

and on approval of the accounts they would be able to cast their vote.

•A scanned copy of the Board Resolution and Power of Attorney (PGA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the system forthe scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions ("FAQs") and e-voting manual available at www.evotingindia.com. under help

section or write an email to [email protected].

12. Members who have registered their e-mail IDs for receipt of documents in electronic mode

under the Green Initiative of MCA are sent Notice of Postal Ballot, etc. by e-mail through CDSLand others are sent by Speed Post/ Courier along with Postal Ballot Form. Members have anoption to vote either through remote e-voting or through Postal Ballot Form. Members, who have

opted for Green Initiative and who wish to vote through Postal Ballot Form can download BallotForm from the link www.evotingindia.com or [email protected] or seek duplicate from

M/s. Maheshwari Datamatics Private Limited, Registrar and Share Transfer Agents of theCompany and fill in the details and send the same to the Scrutinizer.

13.The scrutinizer will submit his report after completion of his scrutiny, addressed to the Chairmanon 06.05.201^. The Chairman will, or in his absence any Director or any other person soauthorized by him, will announce the result of voting by postal ballot on 06.05.2019 at 4:00 P.M.at the Registered Office of the Company. The result will also be published in newspapers andcommunicated lo the Stock Exchanges where the shares of the Company are listed. The result

will also be put on the Company's website. The scrutinizer's decision on the validity of the Postal

Ballot shall be fmal.

Page 8: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

*** Offi = Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017

T:+91 33 2290 2277/3377 I E : [email protected]. in I W : www.santoshindustrieslimited.in

CIN No. L51909WB1960PLC024531

EXPLANATORY STATEMENT FOR THE PROPOSED RESOLUTION PURSUANT TOSECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013

1.4814575 equity shares of face value of Rs. 10/- each ('Equity Shares') of Santosh IndustriesLimited ('Company') are presently listed on the BSE Limited ('BSE') and The Calcutta StockExchange Limited ('CSE') only. The Promoters/ Promoter Group of the Company collectivelyholds 35,61^010 equity shares of the Company representing 75.96% of the fully paid-up equity

share capital of the Company.

2.The Board of Directors of the Company have received a requisition letter dated 25.03.2019 fromthe Promoters /Promoter Group of the Company, wherein they have expressed their intention to

acquire 12,53,565 Equity Shares representing 26,04% of the of the fully paid-up equity sharecapital held by the public shareholders of the Company ('Public Shareholders') by providing anexit opportunity through a voluntary delisting offer in accordance with Securities and ExchangeBoard of India (Delisting of Equity Shares), Regulations 2009 including any statutorymodifications or amendments or re-enactments thereof ('Delisting Regulations'), in order to delist

the Equity Shares from BSE and CSE, i.e., both the Stock Exchanges where the equity shares of

the company are presently listed ('Delisting Offer').

3.The objective in making the Delisting Offer is to obtain full ownership of equity shares of theCompany, which will provide the Promoters/ Promoter Group with operational flexibility tosupport the Company's business and future financing needs. Other reasons include _(i) ongoingexpenses with the maintenance of listing on both BSE and CSE will be reduced, including investorrelations expenses; (ii) the need to dedicate management time can be dedicated to the Company'sbusiness, and time dedicated to compliance with listing requirements gets reduced,

4.In view of the above, the Promoter believes that the Delisting Proposal can provide the publicshareholders an opportunity to exit from the Company at a price discovered in accordance with theDelisting Regulations. The final delisting price wilt be determined in accordance with the reversebook building process as set out in the Delisting Regulations ("Discovered Price") after fixation ofthe floor price ("Floor Price") under the Delisting Regulations and the disclosure of the same inthe public announcement and the letter of offer. The floor price is not a ceiling for the purpose ofdie reverse book building process and the public shareholders may offer their respective shares atany price higher than floor price. However, in accordance with provisions of Regulation 16 ofDelisting Regulations, the Promoter/Acquirer has the sole discretion to either accept or reject ormay make a counter offer in compliance with the Delisting Regulations.

5.Pursuant to the receipt of the intimation from the Promoters/ Promoter Group of the Company, theBoard of Directors of the Company, in its meeting held on 26.03.2019, took on record the

Promoter's Letter and appointed M/s. VC Corporate Advisors Private Limited as the Merchant

Banker for carrying out due diligence as required in terms of regulation 8(lA)(ii) of the DelistingRegulations. Further, the Board of Directors during its meeting held on 29.03.2019, took on recordthe Due Diligence report dated 29.03.2019 submitted by the Merchant Banker as certified that (i)the Company is in compliance with the applicable provisions of securities laws and (ii) Promoters/Promoter Group of the Company or their related entities have not carried out any transaction tofacilitate the success of the delisting offer which is not in compliance with the provisions of sub-regulation (5) of regulation 4 of die Delisting Regulations and subsequently after discussions, theBoard of Directors of the Company approved the proposed delisting proposal in terms of theDelisting Regulations subject to approval of public shareholders of the Company. The result of theoutcome of the meeting of the Board of Directors of the Company held for approving the Delisting

Offer was notified to both BSE and CSE on Friday, 29.03.2019.

SANTOSHINDUSTRIES LIMITED

Page 9: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

Regd Office : Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017T:+91 33 2290 2277/3377 I E : [email protected] I W : www.santoshindustrieslimited.in

CIN No. L519O9WB195OPLCO24531

Registered Office:By Order of the Board3A, Auckland Place, 3rd Floor,For Santosh Industries LimitedSuite No. 3 A, Kolkata- 700017Sd/'Date: 29.03.2019r JytiBhartia

Company SecretaryPlace: KolkataM.No.A46327

6.In terms of regulation 8(lXb) of the Delisting Regulations, the Delisting Offer requires approval ofthe members of the Company by way of a special resolution passed through a Postal Ballot inaccordance with the Delisting Regulations. As per regulation 8(l)(b) of the Delisting Regulations,the special resolution passed by the members of the Company shall be acted upon if the votes castby the Public Shareholders in favour of the Delisting Offer amounts to at least two times thenumber of votes cast by Public Shareholders against it.

7.In the event that this special resolution is passed by the Members as set out above, subject toreceipt of in-principle approval of the BSE and the CSE and other applicable statutory approval asmay be deemed necessary from time to time, a public announcement of the Delisting Offer will bemade by the Promoters/ Promoter Group of the Company in accordance with the DelistingRegulations followed by dispatch of the Letter of Offer to all public shareholders of the Company.Thereafter, the Delisting Offer will be conducted in accordance with the Delisting Regulations.

8.The public shareholders of the Company may tender their Equity Shares during the reverse bookbuilding process at the Floor Price or any such price above the Floor Price as they deem fit. TheMembers are requested to note that the Floor Price is neither a ceiling nor the maximum price.

9.The Promoter shall not proceed with the proposed delisting unless: (i) the Promoters/ PromoterGroup accepts the Discovered Price; (ii) the number of Equity Shares validly tendered in theDelisting Offer is sufficient enough to result in the Delisting Offer being successful as per theDelisting Regulations; and (iii) the Promoters/ Promoter Group/ Company having obtained all thenecessary regulatory and statutory approvals as may be required under applicable laws includingdie Delisting Regulations.

lO.The approval of the members is sought for the aforesaid special resolution, after which thePromoters/ Promoter Group will proceed, subject to receipt of necessary regulatory approvals, to

make the Delisting Offer to the members of the Company in accordance with the provisions of theDelisting Regulations. The Board of Directors of the Company, therefore, places the proposedresolution for your consideration and recommends that it be passed as a special resolution.

11.Relevant documents related to the accompanying notice and the explanatory statements are open

for inspection at the registered office of the Company on all working days (except Sundays &Public Holidays) during office hours from 10:00 A.M. up to 5:00 P.M. from the date of dispatchuntil the last date for receipt of votes by postal ballot / e-voting i.e. Saturday, May 4 , 2019.

None of the Directors, Managers, Key Managerial Personnel and their relatives, in any way, isconcerned or interested in. the resolution except to the extent of their shareholding/ shareholding oftheir associates as Promoters / Promoter Group in the Company.

SANTOSHINDUSTRIES LIMITED

Page 10: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

Regd Office : Suite No. 3A, 3rd floor, 3A, Auckland Place, Kolkata 700 017

T: +91 33 2290 2277/3377 I E : Sil®bmd.net.in I W : www.santoshindustrieslimited inCIN No. L5I909WBI960PLC024531

Please refer to remote e-voting instructions mentioned in annexute attached

The remote e-voting facility will be available during the following voting period:Commencement of remote e-voting: From <Friday, 05.04.2019 ai 10.00 A.M>

End of remote e-voting: Up to <Saturday, 04.05.2019 at 5.00 P.M.>

Password /PINUSER IDEVSN

(Electronic Voting Event Number)

ELECTRONIC VOTING PARTICULARS

Signature of the member/ Authorised Representative

Place:Date:

I/We dissentto the

resolution

(AGAINST)

I/We assentto the

resolution

(FOR)

No. of

Shares

Special Resolution subject to all t^e applicableprovisions of the Companies Act, 2013 and SEBI(Delisting) Regulations, to consider the voluntaryDelisting of the equity shares of the Company fromBSE and CSE i.e., both the Stock Exchanges wherethe equity shares of the Company are presently listed.

Items

1.

ItemNo.

No. of shares held:5

I/We hereby exercise my/our vote in respect of the Special Resolution to be passed by means ofPostal Ballot for the business set out in the Notice dated 29.03.2019 of the Company by sendingmy/our assent or dissent to the said Resolution by placing the tick (V) mark at the appropriate box

below:

Name of the Joint Holde^s) if any

Registered Folio No. /4 DP ID &Client ID

1Name of the Sole/First Named member

Registered address of the sole/^first named member

Postal Ballot No.:

SANTOSHINDUSTRIES LIMITED

POSTAL BALLOT FORMPursuant to Section 110 of the Companies Act, 2013

Please read carefully the instructions attached with the Notice before completing this form(To be returned to the Scrutini^er appointed by the Company)

Page 11: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

Regd Office : Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017T:+91 33 2290 2277/3377 I E : sil©bmd.net.in I W : www.santoshindustrieslimited.in

CIN No. L51909WB1960PLC024531

SANTOSHINDUSTRIES LIMITED

Note:'•

1.Please read carefully the instructions overleaf before exercising your vote.2.Please note that the last date for receipt of Postal Ballot forms by the Scrutinizer is

04.05.2019.

INSTRUCTIONS:1.Members have option to vote either through Postal Ballot Form or through remote e-voting. If a

member exercises his/ her voting by both Postal Ballot Form and through remote e-voting, thenthe vote cast through remote e-voting shall be considered as valid. Further, the decision of die

Scrutinizer on validity of the vote shall be final.

2.Voting period commences on and from 05.04.2019 at 10:00 A.M. and ends on 04.05.2019 at

05:00 P.M.

3.The results of the Postal Ballot and remote e-voting will be announced on 06.05.2019 at 4:00

P.M. at the Registered Office of the Company and shall also be published in the newspapers.

4.The voting rights for the shares are one vote per equity share, registered in the name ofmembers/ beneficial owners of the Company as on 29.03.2019.

5.The Scrutinizer's decision on the validity of the Postal Ballot and remote e-voting will be final.

6.In case of shares held by companies, trusts, societies, etc., the duly completed Postal Ballot Form

should be accompanied by a certified true copy of board resolution/authorization giving requisiteauthority to the person voting on the Postal Ballot Form, together with the duly attested specimen

signature(s) of the authorized signatories.

7.The Postal Ballot Form duly completed and signed should be forwarded to the Scrutinizer (i.e.,Mr. Premjeet Singh, Practicing Company Secretary, (Membership No. A31903, C.P. No.: 16452)appointed by the Company at 3A, Auckland Place, 3rd Floor, Suite No. 3A, Kolkata- 700017, soas to reach the Scrutinizer not later 5:00 P.M. on 04.05.2019. Postal Ballot Forms received afterthis date will be strictly treated as if the reply from such members has not been received.

8.A Member can apply for duplicate Postal Ballot Form through an email at si l^bmd.net. in . ormay be downloaded from the Company's website at www.santoshindustrieslimited.in if so

required. For any clarificatio^s), please contact Ms. Jyoti Bhartia, at [email protected]

9.Unsigned, incomplete or incorrectly ticked Postal Ballot Forms shall be rejected. Thescrotinizer's decision ©n the validity of f^e postal baHot shall be final and binding.

10.Members are requested not to send any other paper (ofeer than Board Resolution/ authority asmentioned in point no. 6 above) along with foe Postal Ballot Form in the enclosed self-addressedpostage prepaid envelope. If any extraneous paper is found, foe same will be destroyed by foe

Scrutinizer.

Page 12: SANTOSH PALLOT NO… · SANTOSH INDUSTRIES LIMITED. SPECIAL BUSINESS: Approval for Voluntary Delisting of the Equity Shares of the Company from BSE Limited ("BSE") and The Calcutta

Regd Office : Suite No. 3A, 3rd Floor, 3A, Auckland Place, Kolkata 700 017T:+91 33 2290 2277/3377 I E : [email protected] I W : www.santoshindustrieslimited.in

CIN No. L51909WB1960PLC024531

11.There will be one Postal Ballot Form for every Registered Folio/Client ID, irrespective of the

number of joint holders.

12.Members are requested not to send any other paper along with the Postal Ballot Form in theenclosed self addressed postage prepaid envelope as all such envelopes will be sent to theScrutinizer and any extraneous paper found in such envelope would be destroyed by theScrutinizer.

SANTOSHINDUSTRIES LIMITED