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E and E ENTERPRISES LIMITED Proxy Solicitation & Information Statement 2023

Nov 24, 2023

62911_rns_2023-11-24_35e021ad-7882-4579-bca0-71b93adf4896.pdf

Proxy Solicitation & Information Statement

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CIN: L65190MH1940PLC003151

Regd. Office: 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013 E: [email protected] W:www.theswastiksafedeposit.in

November 24, 2023

The Market Operations Dept., BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

Script Code/Symbol: 501386

Dear Sirs,

Sub: Notice of Extra-Ordinary General Meeting to be held on Friday, December 22, 2023

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulation, 2015, (including any statutory modification(s), amendment(s) and re-enactment(s) thereoD and any other applicable provision, We are pleased to inform that 1st Extra Ordinary General Meeting ("EGM") of 2023 of the Members of The Swastik Safe Deposit and Investments Limited ("the Company") will be held on Friday, December 22, 2023 at 11.00 A.M. Indian Standard Time ('IST') at the Auditorium, 3rd Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013 to transact the business as set out in the attached Notice of EGM.

The Company is providing remote e-voting facility at EGM to the members through electronic voting platform of National Securities Depository Limited ('NSDL'). Members holding shares either in physical form or in dematerialized form as on cut-off date December 15, 2023 may cast their votes electronically on the resolutions included in the Notice of EGM.

The remote e-voting shall commence from 09:00 am (1ST) on Tuesday, December 19, 2023 and shall end at 05:00 p.m. (1ST) on Thursday, December 21, 2023. The instructions on the process of e-voting, including the manner in which the members holding shares in physical form or who have not registered their e-mail address can cast their vote through e-voting, has been provided as part of Notice of EGM.

The aforesaid information will also be hosted on the website of the Company at 'www.theswastiksafedeposit.in'.

We request you to kindly take the above on record and bring to the notice of all concerned.

Thanking you, Yours faithfully, F: Sw:;:::_:tments Limited~=~

) ·¥----cJ- -

Jitesh K. Agarwal Company Secretary FCS-6890

CIN: L65190MH1940PLC003151

Regd. Office: 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013 T: 022-30767700 E: [email protected] W: www.theswastiksafedeposit.in

NOTICE TO THE MEMBERS OF THE COMPANY

NOTICE is hereby given that the 1st Extra Ordinary General Meeting ('EGM') of 2023 of the Members of The Swastik Safe Deposit and Investments Limited will be held on Friday, December 22, 2023 at 11.00 A.M. Indian Standard Time ('IST') at the Auditorium, 3rd Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013, to transact the following business:

SPECIAL BUSINESS:

ITEM NO. 1: APPOINTMENT OF MRS. ABHILASHA MISRA (DIN: 02572268) AS AN INDEPENDENT DIRECTOR

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 and 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 ("Act") read with the Rules made thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI 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 pursuant to the recommendation of the Nomination and Remuneration Committee, Mrs. Abhilasha Misra (DIN: 02572268), who was appointed by the Board of the Directors as an Additional Independent Director with effect from September 27, 2023 and who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, and in respect of whom the Company has received a notice in writing from a member proposing her candidature for the office of Independent Director pursuant to Section 160 of the Act, be and is hereby appointed as an Independent Director of the Company for a term of 5 years with effect from September 27, 2023 to September 26, 2028 and that she shall not be liable to retire by rotation;

RESOLVED FURTHER THAT Mr. Sunil Adukia (DIN: 00020049), Director, Mr. Vinod Gadaiya, Chief Financial Officer, and/ or Mr. Jitesh Agarwal, Company Secretary ("Authorized Persons") of the Company be and are hereby jointly / severally authorized to do all such acts, deeds, steps and things and execute all documents or writings which are necessary, proper or expedient for the purpose of the appointment of Mrs. Abhilasha Misra (DIN: 02572268) as an Independent Director of the Company and giving effect to the aforesaid resolution, including filing of the necessary forms with the Registrar of Companies, Ministry of Corporate Affairs and intimating and filing the necessary documents with any other concerned authority or such other regulatory body and for matters connected therewith or incidental thereto;

RESOLVED FURTHER THAT a copy of the above resolution certified to be true by any of the Directors and/ or Key Managerial Personnel of the Company be forwarded to the concerned authorities for necessary action."

Registered Office:

4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013 Maharashtra (India) CIN: L65190MH1940PLC003151 Phone: 022 – 3076 7700 Email: [email protected]

Date: November 9, 2023 By Order of the Board

Sd/- Jitesh K. Agarwal Company Secretary FCS-6890

NOTES:

  1. A member entitled to attend and vote at the Extra Ordinary General Meeting ("EGM" or "the Meeting") is entitled to appoint a proxy to attend and to vote on a poll instead of himself and the proxy need not be a member of the Company. The instrument appointing the proxy should, however, be deposited at the Registered Office of the Company not less than fortyeight hours before the commencement of the Meeting.

A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company may appoint a single person as proxy. However, such person shall not act as a proxy for any other person or shareholder.

  1. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

    1. Explanatory Statement as required to be furnished under Section 102 of Companies Act, 2013 is annexed to this Notice.
    1. Members are requested to bring their duly completed Attendance Slip to the EGM.
    1. 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.
    1. Route map giving directions to reach the venue of the EGM is given at the end of the notice.
    1. Members may note that this Notice shall also be available on Company's website www. theswastiksafedeposit.in, websites of the Stock Exchange i.e. BSE Limited ('BSE') and on the website of National Securities Depository Limited ('NSDL') at https://www.evoting.nsdl.com.
    1. Pursuant to Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India (ICSI), brief resume and relevant details of the Director proposed to be appointed at the ensuing General Meeting is stated in the Annexure to the Notice.
    1. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the members. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on Friday, December 15, 2023 (cut-off date). A person who is not a shareholder on the relevant date should treat this notice for information purpose only.
    1. All the material documents referred to in the explanatory statement will be available for inspection up to the date of EGM at the Registered Office of the Company during business hours.
    1. In accordance with the proviso to Regulation 40(1) of the Listing Regulations, as amended from time to time, and read with SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, transfer of securities of the Company including transmission and transposition requests shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them, eliminate all risks associated with physical holding and participate in corporate actions.
    1. SEBI, vide its circular nos. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2021/655 dated November 03, 2021, SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2023/37 dated March 16, 2023, has mandated Members holding shares in physical form to submit PAN, nomination, contact details, bank account details and specimen signature in specified forms. Members may access www.theswastiksafedeposit.in for Form ISR-1 to register PAN/email id/bank details/other KYC details, Form ISR-2 to update signature and Form ISR-3 for declaration to opt out. Members may make service requests by submitting a duly filled and signed Form ISR-4 & ISR-5, the format of which is available on the Company's website and on the website of the Company's Registrar and Share Transfer Agent.

The formats for Nomination and Updation of KYC details in accordance with the SEBI Circular are available on the Company's website at www.theswastiksafedeposit.in

13. Voting through electronic means:

  • I. Pursuant to Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules,2014 as amended from time to time and Regulation 44 of the Listing Regulations, the Company is pleased to provide its Members the facility to exercise their right to vote on resolution proposed to be considered at the 1st EGM by electronic means and has engaged the services of National Securities Depository Limited ('NSDL') to provide the facility of casting the votes by the members using an electronic voting system from a place other than venue of the EGM ('remote e voting').
  • II. Any person, who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as on the cut-off date, may obtain the login ID and password by sending a request at [email protected] or [email protected]. However, if he/ she is already registered with NSDL for remote e-voting then he/ she can use his/ her existing User ID and password for casting the vote.
  • III. Mr. Bhaskar Upadhyay, Partner, N. L. Bhatia & Associates, Practicing Company Secretaries (Membership No. FCS 8664, CP No. 9625) has been appointed as the Scrutinizer to scrutinize the e-voting and the voting process at the EGM in a fair and transparent manner.
  • IV. The Scrutinizer will submit his report to the Chairman of the Company ("the Chairman") or to any other person authorized by the Chairman after the completion of the scrutiny of the e-voting (votes cast during the EGM and votes cast through remote e-voting), not later than 48 hours from the conclusion of the EGM. The results declared along with the Scrutinizer's report shall be communicated to the stock exchanges, NSDL and RTA, and will also be displayed on the Company's website.

General information and instructions relating to e-voting:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Tuesday, December 19, 2023 at 9:00 A.M. and ends on Thursday, December 21, 2023 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. Friday, December 15, 2023, 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 Friday, December 15, 2023.

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

A) Login method for e-Voting 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 holding
securities in demat mode with
NSDL.
1.
Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.
nsdl.com either on a Personal Computer or on a 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 If you are not registered for
IDeAS e-Services, option to register is available at https://eservices.nsdl.com.
Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/
SecureWeb/IdeasDirectReg.jsp
2.
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.
3.
Shareholders/Members can also download NSDL Mobile App "NSDL Speede"
facility by scanning the QR code mentioned below for seamless voting experience.
NSDL Mobile App is available on
ti App Store
~ Google Play

11
Individual Shareholders holding
securities in demat mode with
CDSL
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 users to login Easi /Easiest are requested to visit
CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab
and then user your existing my easi username & password.
2.
After successful login the Easi / Easiest user will be able to see the e-Voting option for
eligible companies where the evoting is in progress as per the information provided
by company. On clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during the remote e-Voting
period. Additionally, there is also links provided to access the system of all e-Voting
Service Providers, so that the user can visit the e-Voting service providers' website
directly.
3.
If the user is not registered for Easi/Easiest, option to register is available at CDSL
website www.cdslindia.com and click on login & New System Myeasi Tab and then
click on registration option.
4.
Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home
page. The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful authentication, user will
be able to see the e-Voting option where the evoting is in progress and also able to
directly access the system of all e-Voting Service Providers.
Individual
Shareholders
(holding securities in demat
mode)
login
through
their
depository participants
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in,
you will be able to see e-Voting option. Click on e-Voting option, you will be redirected
to NSDL/CDSL Depository site after successful authentication, wherein you can see
e-Voting feature. 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.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with
NSDL
Members facing any technical issue in login can contact NSDL helpdesk by sending a
request at [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding
securities in demat mode with
CDSL
Members facing any technical issue in login can contact CDSL helpdesk by sending
a request at [email protected] or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

    1. 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.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
    1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user
ID is IN300
12**.
b) For Members who hold shares in
demat account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is 12** then your user ID is
12**
c) For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is
101456001
    1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
    1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
    1. Now, you will have to click on "Login" button.
    1. After you click on the "Login" button, Home page of e-Voting will open.

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

How to cast your vote electronically on NSDL e-Voting system?

    1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
    1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
    1. Now you are ready for e-Voting as the Voting page opens.
    1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

    1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
    1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
    1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

    1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].
    1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
    1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
    1. 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

CIN: L65190MH1940PLC003151

Regd. Office: 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013 T: 022-30767700 E: [email protected] W: www.theswastiksafedeposit.in

EXPLANATORY STATEMENT UNDER SECTION UNDER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1 Appointment of Mrs. Abhilasha Misra (DIN: 02572268) as an Independent Director

The Board of Directors had appointed Mrs. Abhilasha Misra (DIN: 02572268) as an Additional Independent Director of the Company with effect from September 27, 2023 for a period of 5 years, pursuant to the provisions of the Section 152 & 161 of the Companies Act, 2013 read with the rules framed there under subject to the approval of shareholders / members of the Company.

As per Regulation 17(1C) and 25(2A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to take approval of shareholders for appointment of a person on the Board of Directors at the next general meeting or within a period of three months from the date of appointment, whichever is earlier, through a special resolution.

In the opinion of the Board and the Nomination and Remuneration Committee, Mrs. Abhilasha Misra has the skills / expertise / competencies required for the Independent Director in the context of the Company's business: Wide Management and Leadership Experience, Functional and Managerial experience, Diversity, Personal Values and Corporate Governance, amongst others.

She has extensive experience and exposure in the Financial Services domain and comes with leadership experience and expertise across Finance, Strategy, Corporate Governance, Risk Management, among others. She is well poised to add significant value and strength to the Board and her prior experience enables her to provide the Board with valuable insights.

Based on her skills, experience, expertise and knowledge, the Nomination and Remuneration Committee and the Board have recommended the appointment of Mrs. Abhilasha Misra as an Independent Director pursuant to the provisions of sections 149 and 152 of the Companies Act, 2013.

The Company has received a declaration from Mrs. Abhilasha Misra confirming that she meets the criteria of independence under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has also received consent from Mrs. Abhilasha Misra to act as a Director in terms of Section 152 of the Companies Act, 2013 and a declaration that she is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and she has not been debarred from holding office of a director by virtue of any order passed by SEBI or any other such authority.

In terms of Section 160 of the Companies Act, 2013, the Company has received a notice in writing from a Member signifying her candidature for the office of Director.

In the opinion of the Board of Directors, Mrs. Abhilasha Misra is eligible to be appointed as an Independent Director for a term of 5 years and fulfils the conditions specified in the Companies Act, 2013 and the Rules made thereunder, for her appointment as an Independent Director of the Company and is independent of the Management.

Except Mrs. Abhilasha Misra, being the appointee, or her relatives, none of the Directors and Key Managerial Personnel of the Company are concerned or interested financially or otherwise, in the resolution as set out in this Notice.

The Board of Directors recommends the resolution as set out in this Notice for approval of the Members by way of a Special Resolution.

Date: November 9, 2023 By Order of the Board

Registered Office:

4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400 013 Maharashtra (India) CIN: L65190MH1940PLC003151 Phone: 022 – 3076 7700 Email: [email protected]

Sd/- Jitesh K. Agarwal Company Secretary FCS-6890

Annexure:

Additional Details of Director, seeking appointment [Pursuant to Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS – 2 (Secretarial Standard on General Meetings):

Particulars Details
Name : Mrs. Abhilasha Misra
Age : 53 Years
DIN : 02572268
Date of Birth : 26/06/1970
Qualification :
Chartered Certified Accountant (ACCA) from England & Wales (Chartered
Accountant)

Foundation in Accountancy from Oxford Brookes University.

A levels in Pure and Applied Mathematics, Economics and Economic Ge
ography
Expertise / Skill and capabilities required
in specific functional areas as Independent
Director and the manner of meeting them
: Mrs. Abhilasha Misra is a Chartered Certified Accountant (ACCA) (1989- 1992)
from England & Wales (Chartered Accountant), Foundation in Accountancy
from Oxford Brookes University and A levels in Pure and Applied Mathematics,
Economics and Economic Geography.
She has 20+ years of experience across management of assets, banking and
consulting to banks. Worked with Deutsche Bank, UBS, ING, and Prudential.
Part of the founding management at Taurus Wealth Advisors – a Multi-Family
office and fund manager in Singapore. Consultant with PwC and KPMG –
on financial services with a focus on Asset Management and risk-controls –
serving in multiple geographies including India, Singapore, UK and Hungary.
Terms and Conditions of Appointment : As set out in the 'Terms and Conditions of Appointment of Independent
Directors' available at the web link at https://www.theswastiksafedeposit.in/
policies.
Remuneration last drawn : No remuneration / sitting fees has been paid by the Company.
Remuneration sought to be paid : NIL
Date of first appointment on the Board : September 27, 2023
Details of Shareholding in the Company : NIL
Details of relationship with other Directors, : None
Managers and Key Managerial Personal of
the Company
Number of Board Meetings Attended during : 1
the
year
(since
her
appointment
as
Additional Director)
Details of Directorship held in other listed
entities
: NIL
Membership / Chairmanship of Committees
of the Board in other listed entities.
: NIL
Listed entities from which she has resigned
in the past 3 (three) years
: NIL

CIN: L65190MH1940PLC003151

Share Transfer Agent: Link Intime India Pvt. Ltd., C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083. Regd. Office: 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013 T: 022-30767700 E: [email protected] W: www.theswastiksafedeposit.in

ATTENDANCE SLIP

I/We hereby record my/our presence at the 1st Extra Ordinary General Meeting of 2023 of the Company held at the Auditorium, 3rd Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013 at 11.00 A.M. on Friday, December 22, 2023.

Name and Address of the Shareholder(s)
Folio No. / DP ID & Client ID :
If Shareholder(s), please sign here If Proxy, please mention name and sign here
Name of Proxy Signature

Notes:

  1. Shareholder/Proxy holder, as the case may be, is requested to sign and hand over this slip at the entrance of the Meeting venue.

  2. Members are requested to advise the change of their address, if any, to Link Intime India Pvt. Ltd., at the above address.

THE SWASTIK SAFE DEPOSIT AND INVESTMENTS LIMITED

CIN: L65190MH1940PLC003151

Regd. Office: 4th Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013 T: 022-30767700 E: [email protected] W: www.theswastiksafedeposit.in

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s):
Registered address:
E-mail Id:
DP ID: Folio No/ Client Id:
I/We, being the member (s) holdingshares of the above named Company, hereby appoint
1. Name: Address:
E-mail Id: Signature:,or failing him / her
2. Name: Address:
E-mail Id: Signature:,or failing him / her
3. Name: Address:
E-mail Id: Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 1st Extra Ordinary General Meeting of 2023 of the Company, to be held at 11.00 a.m. on Friday, December 22, 2023 at Auditorium, 3rd Floor, Piramal Tower Annexe, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013 and at any adjournment thereof in respect of such resolutions as are indicated below:

** I/We wish my above proxy(ies) to vote in the manner as indicated in the box below:

Resolutions For* Against* Abstain*
1.
Appointment of Mrs. Abhilasha Misra (DIN: 02572268) as Independent Director (Special
Resolution)
I I
Signed thisday of 2023.
Signature of shareholder
Affix

revenue
stamp

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

* This is only optional. Please put a '√' in the appropriate column against the resolutions indicated in the Box. Alternatively, you may mention the number of shares in the appropriate column in respect of which you would like your proxy to vote. If you leave all the columns blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

Note:

    1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
    1. A proxy need not be a member of the Company.
    1. In case the appointer is a body corporate, the proxy form should be signed under its seal or be signed by an officer or an attorney duly authorized by it and an authenticated copy of such authorization should be attached to the proxy form.
    1. A person can act as proxy on behalf of such number of Members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. Further, a Member holding more than ten percent, of the total share capital of the Company carrying voting rights, may appoint a single person as proxy and such person shall not act as proxy for any other person or Member.
    1. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
    1. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

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