Mawana Sugars : Notice to Shareholders regarding AGM (24.09.2021)

Mawana Sugars Limited

(CIN: L74100DL1961PLC003413)

Registered Office: 5th Floor, Kirti Mahal, 19, Rajendra Place, New Delhi - 110125

Phone No: 011-25739103, Fax No: 011-25743659

E-mail: [e-mail], Website: www.mawanasugars.com

NOTICE

NOTICE is hereby given that 57th Annual General Meeting of the shareholders of Mawana Sugars Limited (the "Company"/ "MSL") will be held on Friday, the 24th day of September, 2021 at 11:00 A.M. through Video Conferencing ("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 31st March, 2021 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 31st March,
      2021 and the report of Auditors thereon.
3. To declare Dividend of Rs.3/- (30%) per equity share of face value of Rs.10/- each for the financial year ended
   31.3.2021.
4. To appoint a Director in place of Mr .Dharam Pal Sharma (DIN- 07259344) who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
   RESOLUTION:
   "RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and any other applicable law, the remuneration of Rs.1,75,000/- (Rupees One Lacs Seventy Five Thousand only) plus GST & out-of-pocket expenses, if any, payable to M/s Bahadur Murao & Co., Cost Accountants (Firm Registration No.4941), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost accounting records of the Company for the financial year 2021-22, be and is hereby ratified and confirmed.
   RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."
2. To Consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY
   RESOLUTION:

any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Satish Agrawal (DIN: 00167589), who was appointed by the Board of Directors as an Additional Director of the Company, with effect from 9th December, 2020 under Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company in terms of section 161 of the Companies Act, 2013 and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company, being so eligible, be appointed as a Non-ExecutiveNon-Independent Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

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

RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], Mr. Krishna Shriram (DIN-00031783), who was appointed by the Board of Directors as an Additional Director of the Company, with effect from 31st May, 2021 under section 161 of the Companies Act, 2013 and the Articles of

Association of the Company and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a Notice in writing from a Member under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company, being so eligible, be appointed as a Non-ExecutiveNon-Independent Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

By Order of the Board of Directors

For Mawana Sugars Limited

"RESOLVED THAT pursuant to the provisions of Section		(Ashok Kumar Shukla)
152 and all other applicable provisions of the Companies	Place : New Delhi	Company Secretary
Act, 2013 and the Rules framed thereunder [including	Dated : 25.06.2021	ACS-29673

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Mawana Sugars Limited

NOTICE (Contd.)

Notes:

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.
2. 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. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
3. Members may note that the Board of Directors, in its meeting held on June 25, 2021 has recommended a dividend of 30 % i.e., Rs. 3/- per Equity Share of face value of Rs.10/- each for the financial year ended 31.3.2021. The record date for the purpose of dividend is 17.09.2021. The dividend, if declared by the members in this AGM, will be paid within 30 days from the date of AGM, electronically through various online transfer modes to those members who have updated their bank account details. For members who have not updated their bank account details, dividend warrants / demand drafts / cheques will be sent out at their registered addresses.
4. The register of members and share transfer books of the Company shall remain closed from 18.09.2021 to 24.09.2021 (both days inclusive).
5. Members holding shares in electronic form are advised to notify the changes, if any, in their address/ bank details/ mandate to their respective depository participants.
6. Members holding shares in physical form, may write to the Company or to the registrar and share transfer agent Mas Services Limited ("RTA") for any change in their addresses and bank mandate.

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Company or to the RTA.
2. The statutory register maintained under Section 189 of the Companies Act, 2013 and Section 170 of the Companies Act, 2013, and all documents referred to in the Notice and accompanying explanatory statements will be available for inspection by members in electronic mode. Members can inspect the same by sending an email to [e-mail].
3. In terms of Section 72 of the Companies Act, 2013 and related Rules thereunder, Member(s) of the Company may nominate a person to whom the Shares held by him/her shall vest in the event of his/ her death. Member(s) desirous of availing this facility may submit nomination in the prescribed Form SH-13 to the RTA/ Company in case shares are held in Physical form, and to their respective DP if held in electronic form. The Form SH-13 can be downloaded from the website of RTA.
4. Additional information, pursuant to Regulation 36(3), of the Listing Regulations, in respect of directors reappointing at the Annual General Meeting and Explanatory Statement as required under Section 102 of the Companies Act, 2013, in respect of special business under item numbers 4 to 6 of the Notice is appended hereto and forms part of this Notice.
5. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

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NOTICE (Contd.)

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 Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose,the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.
3. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.mawanasugars.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. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
5. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DPID and Client ID/folio number, PAN, mobile number and number of shares at [e-mail] latest by 18.09.2021. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

1. M/s Nirbhay Kumar & Associates, Company Secretaries, has been appointed as the Scrutinizer carrying out the remote e-voting process at the forth coming Annual General Meeting of the Company.
2. The Scrutinizer shall after the conclusion of voting at the AGM, will unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.
3. The results of remote e-voting and voting during AGM on the resolutions shall be aggregated and declared on or after the AGM of the Company. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the AGM.
4. The Results shall be declared within two working days after the AGM of the Company. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company i.e. www.mawanasugars. com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the Stock Exchanges i.e.BSE Limited and National Stock Exchange of India Limited.
5. Details as required in Regulation 36 (3) of the Listing Regulations and Secretarial Standard on General Meeting (SS-2) of ICSI, in respect of the Directors seeking appointment/re- appointment at the AGM is enclosed as Annexure-A to this notice.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Tuesday 21st September, 2021 at 09:00 A.M. and ends on Thursday 23rd September, 2021 at 05:00 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. 17th September, 2021 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 17th September, 2021.

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Mawana Sugars Limited

NOTICE (Contd.)

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

1. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website
securities in demat mode with NSDL.		of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/
		either on a Personal Computer or on a mobile. Once the home page of e-Services is
		launched, click on the "Beneficial Owner" icon under "Login" which is available under
		"IDeAS" section. A new screen will open. You will have to enter your User ID and
		Password. After successful authentication, you will be able to see e-Voting services. Click
		on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting
		page. Click on options available against company name or e-Votingservice provider -
		NSDL and you will be re-directed to NSDL e-Voting website for casting your vote during
		the remote e-Voting period or joining virtual meeting & voting during the meeting.
	2.	If the user is 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
	3.	Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
		www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page
		of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/
		Member' section.Anew screen will open. You will have to enter your User ID (i.e. your sixteen digit
		demat account number held 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 options available against company name or e-Voting service
		provider - NSDL and you will be redirected to e-Votingwebsite of NSDL for casting your vote
		during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password.
securities in demat mode with CDSL		Option will be made available to reach e-Voting page without any further authentication. The URL
		for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginor www.
		cdslindia.comand click on New System Myeasi.
	2.	After successful login of Easi/Easiest the user will be also able to see the E Voting Menu.
		The Menu will have links of e-Votingservice provider i.e. NSDL. Click on NSDL to cast
		your vote.
	3.	If the user is not registered for Easi/Easiest, option to register is available at https://web.
		cdslindia.com/myeasi/Registration/EasiRegistration
	4. Alternatively, the user can directly access e-Voting page by providing demat Account
		Number and PAN No. from a link in www.cdslindia.comhome 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 provided links for the
		respective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders (holding	You can also login using the login credentials of your demat account through your Depository
securities in demat mode) login through	Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to
their depository participants	see e-Voting option. Once you 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
	options available against company name or e-Votingservice provider-NSDL and you will be
	redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period
	or joining virtual meeting & voting during the meeting.

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NOTICE (Contd.)

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	Members facing any technical issue in login can contact NSDL helpdesk by sending
securities in demat mode with	a request at [e-mail] call at toll free no.: 1800 1020 990 and 1800
NSDL	22 44 30
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by sending
securities in demat mode with	a request at [e-mail] contact at 022- 23058738 or 022-
CDSL	23058542-43

1. Login Method 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.
2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
3. 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.
4. Your User ID details are given below :

	Manner of holding shares i.e. Demat	Your User ID is:
	(NSDL or CDSL) or Physical
	a) For Members who hold shares in demat	8 Character DP ID followed by 8 Digit Client ID
	account with NSDL.	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	16 Digit Beneficiary ID
	account with CDSL.	For example if your Beneficiary ID is 12************** then your user
		ID is 12**************
	c) For Members holding shares in Physical	EVEN Number followed by Folio Number registered with the
	Form	company
		For example if folio number is 001*** and EVEN is 101456 then
		user ID is 101456001***

5. Password details for shareholders other than Individual shareholders are given below:

1. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
2. 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.

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