Finolex Cables : NOTICE – 55th Annual General Meeting (“AGM”) of Members of Finolex Cables Limited

Notice

NOTICE is hereby given that the 55th Annual General Meeting ("AGM") of Members of Finolex Cables Limited will be held on Friday, 29th September, 2023 at 3.00 pm through Video Conference ("VC")/Other Audio Visual Means ("OAVM"), to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt :
2. 1. the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2023 and the reports of the Board of Directors' and Auditors' thereon; and
   2. the Audited Consolidated Financial Statements of the Company for the Financial Year ended on 31st March,2023andthereportofAuditors'thereon.
3. To declare a dividend @ 350% (Rs. 7/-) per equity share of Rs. 2/- each for the Financial Year ended on 31st March, 2023.
4. To appoint Mr. Nikhil Naik, as a Director liable to retire by rotation, and being eligible, offers himself for re-appointment;

SPECIAL BUSINESS

4. Re-appointment of Mr. Deepak Chhabria (DIN 01403799) as a Whole Time Director designated as an "Executive Chairman" of the Company for a period of 5 (five) years with effect from 1st July 2023 to 30th June 2028.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

"RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee, the approval of the Board of Directors of the Company (the "Board") and pursuant to the provisions of Section 196, 197, 203 and other applicable provisions if any, of the Companies Act, 2013, (the "Act"), the relevant Rules made thereunder, read with Schedule V of the Act, as amended, and subject to the limits prescribed under the Act, agreements amongst members and the promoter group impacting the management and control of the Company, and also subject to such approvals as may be necessary, the Company hereby approves the re-appointment of Mr. Deepak Chhabria [DIN: 01403799] as a Whole Time Director of the Company designated as an "Executive Chairman" under the legislation applicable

Notice

from time to time, for a period of five years with effect from 1st July, 2023 to 30th June, 2028 upon terms and conditions including remuneration to be paid in case of absence or inadequacy of profits in any Financial Year during his said tenure as set out in the draft Agreement to be entered into between the Company and Mr. Deepak Chhabria."

RESOLVED FURTHER THAT the draft Agreement which is placed before this meeting be and is hereby specifically approved with liberty to the Board and/ or Nomination and Remuneration Committee of the Company at any time to alter and vary the terms and conditions of the appointment/ re-appointment and/or Agreement and/ or remuneration to be paid to him, as it may deem fit from time to time and including in case of absence or inadequacy of profits, the remuneration mentioned in the draft agreement from time to time shall be the minimum remuneration by way of basic salary and /or variable pay, commission and other allowances in such manner as may be agreed to between the Board and Mr. Deepak Chhabria but not exceeding the limits as may be prescribed from time to time under the Act and/ or any Rule(s)/Schedule(s) thereto.

RESOLVED FURTHER THAT the Board be and is hereby authorised to revise the basic salary and perquisites each payable to Mr. Deepak Chhabria yearly on a scale of Rs. 10,00,000/- to Rs. 20,00,000/- per month subject to the maximum limit of 10% per year but not exceeding the limits as may be prescribed from time to time under the Act and/or any Rule(s)/Schedule(s) thereto.

RESOLVED FURTHER THAT the commission shall be decided by the Board of Directors based on the net profits of the Company and as may be recommended by the Nomination and Remuneration Committee of the Board, for each year subject to the condition that the aggregate remuneration of the Executive Director shall not exceed the limit laid down under Section 197 of the Companies Act, 2013 read with Schedule V of the said Act.

RESOLVED FURTHER THAT the Board of Directors (including any Committee of Directors) of the Company be and is hereby authorized to execute all such agreements, documents, instruments and writings as may be deemed necessary and delegate the authority to file requisite forms or applications with statutory/ regulatory authorities, with the power to settle all

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Finolex Cables Limited	Annual Report 2022-23

questions, difficulties or doubts that may arise in this regard, as it may in its sole and absolute discretion deem fit and to do all such acts, deeds, matters and things and take such steps and actions as may be considered necessary and appropriate to give effect to and to implement this Resolution."

1. To ratify the remuneration payable to the Cost
   Auditors for the Financial Year ending 31st March, 2024 (Financial Year 2023-24)
   To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended, and subject to the provisions of the Articles of Association of the Company, and pursuant to the recommendation of the Audit Committee and the approval of the Board of Directors of the Company (the "Board") and subject to the applicable guidelines and approval of the Central Government as may be applicable in this regard, the Members of the Company hereby ratify the appointment of M/s. Joshi Apte & Associates, Cost Accountants, Pune (Firm Registration No. 00240) at a consolidated remuneration of Rs. 6.00 Lakhs (Rupees Six Lakhs Only) plus taxes and out of pocket expenses, if any, chargeable extra on actual basis, to conduct cost audit of the cost records of the Company for the Financial Year ending 31st March, 2024 (Financial Year 2023-24).
   RESOLVED FURTHER THAT the Board be and is hereby authorised to do or to authorise any person to do all such acts, deeds, matters and things as may be considered necessary, relevant, usual, customary, proper and/or expedient for giving effect to this resolution and for matters connected therewith or incidental thereto."
2. Payment of Commission to Non-Executive Directors. To consider and if thought fit, to pass with or without modifications, the following resolution as a
   Special Resolution:
   "RESOLVED THAT pursuant to the provisions of Article 121(2) and other applicable provisions, if any, of the Articles of Association of the Company and

the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the applicable Rules made thereunder and subject to the approval of the Central Government, if required, approval of the Company be and is hereby accorded for the payment, to Directors and Alternate Directors who are neither in the whole-time employment nor Managing Directors of the Company of remuneration, in addition to sitting fees for each meeting of the Board of Directors of the Company (hereinafter referred to as the "Board"), by way of commission, not exceeding one percent of the net profit of the Company or Rupees Two Crores, whichever is lower, as may be determined by the Board in each Financial Year, calculated in accordance with the provisions of the Act, such commission being divisible amongst the Directors and Alternate Directors as aforesaid, in such proportion as the Nomination and Remuneration Committee may recommend and the Board may determine or, failing such determination, equally amongst them;

RESOLVED FURTHER THAT the Board be and is hereby authorised to exercise all such powers and authorities and to execute all deeds, documents and other writings and to do or to authorise any person to do all such acts, deeds, matters and things as may be considered necessary, relevant, usual, customary, proper and/or expedient to give effect to the aforesaid resolution and for matters connected therewith or incidental thereto."

RESOLVED FURTHER THAT this resolution shall be effective from the accounting year commencing from 1st April 2023."

By Order of the Board of Directors

FOR FINOLEX CABLES LIMITED

	Siddhesh Mandke
Place: Pune	Company Secretary &
Dated: 4th September 2023	General Manager (Legal)
Registered Office:
26-27,Mumbai-Pune Road,
Pimpri, Pune - 411018.
CIN: L31300MH1967PLC016531
Email: [e-mail]

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NOTES:

1. The Statement of Material Facts pursuant to Section 102 of the Companies Act, 2013 (the "Act") setting out material facts concerning the special business under item nos. 4 to 6 of the Notice is Annexed hereto and forms a part of this Notice.
2. Pursuant to the Ministry of Corporate Affairs ("MCA") has vide its circular nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid-19", MCA circular no. 20/2020 dated May 5, 2020, circular no. 02/2021 dated January 13, 2021, circular no. 14/2021 dated December 14, 2021 and circular no. 02/2022 dated May 5, 2022, circular no. 10/2022 dated December 28, 2022 in relation to
   "Clarification on holding of annual general meeting
   (AGM) through video conferencing (VC) or other audio visual means (OAVM)" (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India ("SEBI") vide its circular no. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, circular no. SEBI/ HO/CFD/CMD2/CIR/P/2021/11 dated January, 15 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 (collectively referred to as "SEBI Circulars") and circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January, 5 2023 has permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM (e-AGM), without the physical presence of the Members at a common venue. In compliance with the MCA Circulars and SEBI Circulars, the 55th AGM of the members of the Company is being held through VC / OAVM.
   The registered office of the Company shall be deemed to be the venue for the AGM.
3. Pursuant to the Circular No. 14/2020 dated April 08,
   2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. Accordingly, the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice.
4. The Members can join the AGM in the VC/OAVM mode at 2.30 pm IST i.e 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include big Shareholders (Shareholders holding 2% or more shareholding),

Notice

Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing and Obligations Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations, 2015) (as amended), and the Circulars issued by the Ministry of Corporate
   Affairs dated April 08, 2020, April 13, 2020, May 05,
   2020 and December 28, 2022, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system and voting on the date of the AGM will be provided by NSDL.
3. In line with the Ministry of Corporate Affairs (MCA)
   Circular No. 17/2020 dated April 13, 2020, Circular No. 2/2022 dated May 05, 2022 and Circular No. 10/2022 dated December 28, 2022, the Notice calling AGM and Annual Report 2022-23 is being sent only through electronic mode to those members whose email addresses are registered with the Company's Registrar and Transfer Agents i.e. KFin Technologies Limited/ the Depositories Participants unless any member has requested physical copy of the same. The Notice calling the AGM and Annual Report 2022-23 has been uploaded on the website of the Company at www.finolex.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia. comand www.nseindia.comrespectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.
4. A person who is not a Member as on the cut-off date i.e.
   1st September, 2023, should treat this Notice of AGM for information purpose only.

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Finolex Cables Limited	Annual Report 2022-23

Record date for the purpose of entitlement of Dividend shall be September, 22, 2023.

1. The Board of Directors has recommended Dividend on equity shares @ 350% i.e. Rs. 7 per equity share of Rs.2/- each fully paid up for the Financial Year ended on March 31, 2023 that is proposed to be paid by October 28, 2023, subject to the approval of shareholders.
   Note: In case an investor has bought any shares of the Company, such investors must ensure that the relevant shares are credited/ transferred to his/ their demat account before the record date. Investors should note that the dividend on shares lying in the clearing members (i.e. Brokers) account cannot be made available to the members directly by the Company.
2. Further in order to receive dividend in a timely manner, Members who have not updated their mandate for receiving dividends directly in their bank accounts through Electronic Clearing Service or any other means are requested to register their Electronic Bank Mandate to receive dividends by following the process as set out below:
3. 1. Members holding shares in Physical mode may intimate and get updated the Bank details with:
      KFin Technologies Limited, (Unit: Finolex Cables Limited) Karvy Selenium, Tower B,
      6th Floor, Plot Nos. 31 & 32, Financial District, Nanakramguda, Hyderabad - 500032,
      Tel Nos. (40) 6716 1613 / 6716 1630 ("RTA")
      along with following details/documents:-
      A signed request letter stating the Member's name
      (as recorded on the share certificate), folio number, complete address, along with:-
      a Name and Branch of Bank and Bank Account Type;
      b Bank account Number allotted by your Bank after implementing Core Banking Solutions;
      c 11 digit IFSC Code;
      d 9 digit MICR Code Number;
      e Self-attested copy of cancelled cheque bearing
      the name of the Member or First Holder;
      f Self-attested copy of PAN and AADHAR Card.

Note: For queries related to updation of email ID and bank account details, members may contact at [e-mail]/ einward. [e-mail]

1. 1. Members holding shares in Demat form are requested to update their Electronic Bank Mandate through their Depository Participants.
2. In case the Company is unable to pay dividend to any Member(s) directly in their bank account through Electronic Clearing Services or any other means due to non-registration of Electronic Bank Mandate, the Company will dispatch the dividend warrants/demand drafts to such Member(s) at the registered address available in the records of the Company at the earliest.
3. Pursuant to the provisions of the Finance Act 2020, dividend income is taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to Members at prescribed rates. For the prescribed rates for various categories the Members are requested to refer to the Finance Act, 2020 and amendments thereto.
   The Members are requested to update their PAN with Registrar and Transfer Agents (in case of shares held in physical mode) and their Depository Participants (in case shares are held in demat mode). However, no tax shall be deducted on the dividend payable to a resident individual shareholder, if the total dividend to be received during Financial Year 2023-24 does not exceed Rs. 5000/-.
   A resident individual shareholder with PAN who is not liable to pay Income Tax is requested to submit a yearly declaration in Form 15G/15H, to avail the benefit of non-deduction of tax to the Company's RTA i.e. KFin Technologies Limited (Unit: Finolex Cables Limited) Karvy Selenium, Tower B, 6th Floor, Plot Nos. 31 & 32, Financial District, Nanakramguda, Hyderabad - 500032, Tel Nos. (40) 6716 1613 / 6716 1630 so as to reach latest by September 15, 2023. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%, as applicable.
   Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence subject to providing necessary documents i.e.
   No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending to Company's RTA i.e. KFin Technologies Limited (Unit: Finolex Cables Limited) Karvy Selenium, Tower B, 6th Floor, Plot Nos.31

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Notice

• 32, Financial District, Nanakramguda, Hyderabad - 500032, Tel Nos. (40) 6716 1613 / 6716 1630. The said declarations need to be submitted so as to reach latest by September 15, 2023.

Non- Resident Indian Members are requested to inform Company/ RTA (if shareholding in physical mode), respective Depository Participant (if shareholding is in Demat mode), immediately of change in their residential status on return to India for permanent settlement.

Incomplete and/or unsigned forms and declarations will not be considered by the Company. All communications/ queries in this respect should be addressed to the RTA i.e. KFin Technologies Limited (unit: Finolex Cables Limited) Karvy Selenium, Tower B, 6th Floor, Plot Nos. 31 & 32, Financial District, Nanakramguda, Hyderabad - 500032, Tel Nos. (40) 6716 1613 / 67161630 and Exemption Forms are required to be forwarded in original only.

1. The Company has appointed KFin Technologies Limited (Unit-Finolex Cables Limited), Karvy Selenium, Tower B, 6th Floor, Plot Nos. 31 & 32, Financial District, Nanakramguda, Hyderabad - 500032, Tel Nos. (40) 6716 1613 / 6716 1630 as Registrar and Transfer Agents (RTA) for its share registry work (Physical and Electronic).
2. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record fresh nomination, he/she may submit the same in Form ISR-3 or Form SH-14. The said form can be downloaded from the Company's website at https:// finolex.com/investor/. Members are requested to submit the said form to their DP in case the shares are held by them in electronic form and to the RTA at einward.ris@ kfintech.comin case the shares are held in physical form, quoting your folio number.
3. Further the Members are requested to:
4. 1. intimate to their DP, changes if any, in their names, registered addresses, email address, telephone/mobile numbers, and/or changes in their bank account details, if the shares are held in dematerialized form.
   2. intimate to the RTA of the Company, changes if any, in their names, registered addresses, email address, telephone/mobile numbers, and/or changes in their bank account details, if the shares are held in physical form.

1. consolidate their holdings into one folio in case they hold shares under multiple folios in the identical order of names.
2. dematerialize their Physical Shares to Electronic Form (Demat), since in terms of Regulation 40

of SEBI Listing Regulations, 2015, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019, the only exception being in case of requests received for transmission or transposition of securities. Dematerialisation of shares would help to eliminate risks associated with Physical Shares. Members can contact the RTA viz., KFin Technologies Limited regarding the same.

1. The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the Depositories for payment of dividend through Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available.
   In the absence of ECS facilities, the Company will print the bank account details, if available, on the payment instrument for distribution of dividend. The Company will not entertain any direct request from Members holding shares in electronic mode for deletion of/change in such bank account details and all such requests should be directly addressed well before the Record date period (which commences on 22nd September, 2023), to their respective Depository Participant where their shares are held in dematerialized form.
2. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form who have not done so are requested to submit the PAN to their Depository Participant with whom they are maintaining their demat account/s. Members holding shares in physical form must submit their PAN details to the RTA of the Company.
3. The unclaimed dividend of Rs. 13,59,980/- for the Financial Year 2014-2015 has been transferred to IEPF, pursuant to the applicable provisions of Section 124 of the Act, Members are requested to refer the website of the Company for the details made available by the Company pursuant to the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 for information in connection with the unpaid/unclaimed dividend along with underlying shares thereto liable

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