Nitiraj Engineers : Postal Ballot

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DALMIYA	Date: 2022.12.13
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NITIRAJ ENGINEERS LIMITED

(CIN: - L31909MH1999PLC119231)

Electronic Weighing Scales & Systems

Currency Counting Machines

Digital Fare Meters

POSTAL BALLOT NOTICE

Registered Office:

306 A, BABHA BUILDING MARG

NEAR POLICE STATION, MUMBAI - 400011 (MH) INDIA

Contact No: - [phone]

Website :- www.nitiraj.net E-MailId :- [e-mail]

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NITIRAJ ENGINEERS LIMITED

CIN: L31909MH1999PLC119231

Regd. Office: 306 A, Babha Building Marg Near Police

Station, Mumbai - 400011

Website: www.nitiraj.net| Email Id: [e-mail]

Tel.: [phone]

Postal Ballot Notice

Dear

Mem ber(s ),

Notice is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013("the Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014, General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021 and 03/2022 dated 05th May, 2022 respectively issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as "MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015"), Secretarial Standard on General Meetings ("SS-2") and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof), the resolution set out hereinafter is proposed to be passed by the members of Nitiraj Engineers Limited ("the Company") by means of Postal Ballot, only by way of remote e-voting("e-voting") process.

In accordance with Section 101 of the Companies Act, 2013 readwith Rule 18 of the Companies (Management and Administration) Rules, 2014 and the aforesaid Circulars, this Notice is being sent only through electronic mode to the Members whose email addresses are available with the depositories for communication purposes or are obtained directly from the members, as per Section 136 of the Companies Act, 2013 and Rule 11 of the Companies (Accounts) Rules, 2014.

Members who have not registered their email addresses so far are requested to get their email addresses registered. Members holding shares in dematerialized mode are requested to register/update their mail addresses with the relevant Depository Participants. Members holding shares in physical mode are requested to update their email addresses with the Company's RTA, Bigshare Services Pvt. Ltd at [e-mail] a copy to [e-mail] providing Folio No., name, scanned copy of the share certificate (front and back), PAN

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(self-attested scanned copy of PAN card) and AADHAR (self-attested scanned copy of Aadhar card) for registering email address.

The explanatory statement pursuant to Section 102 of the Act setting out the material facts relating to the resolution mentioned in this Notice is annexed hereto for your consideration. The Board of Directors has appointed

transparent(MembershipmannerNo. 135041). as the ScrutinizerCAtoPiyushscrutinizeAgrawal,the e-votingCharteredprocessAccountantsin a fair and The Company has engaged the services of National Securities Depository Limited ("NSDL") as the agency to provide e-voting facility.

In accordance with the MCA Circulars, members can vote only through e-voting process. Accordingly, the Company is pleased to provide e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes to this Notice so as to cast their vote electronically not later than 5:00 p.m. IST on Thursday, 19th January, 2023 (the last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit his report to the Managing Director & Chief Executive Officer of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on Saturday, 21st January, 2023. The said results along with the Scrutinizer's Report would be intimated to National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website and on the website of National Securities Depository Limited ("NSDL") www.evoting.nsdl.com

ItemSpecialNo.Business:1

To approve sale of shares of Hyper Drive Information Technologies Pvt. Ltd, Associate of the Company:

To consider and if thoughtpursuantfit,to passthe provisionsthe followingof resolutionSection 180(1)(a)as Specialand Resolution:other applicable provisions,"RESOLVEDif THATany, of the Companies Act, 2013 and Rules made there under (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof, for the time being in force), the provisions of the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) and, the consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as Board) to sell/ transfer or otherwise dispose-off in one or more tranches, the 8.25% investments i.e. 1100 shares held in Hyper Drive Information Technologies Pvt. Ltd, a

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associate company to the following purchasers and at the consideration as mentioned below:
Sr No	Name of the Purchaser	No of shares	Value		Consideration
1	Alok Bhatwal		1100	4282.98/-		4711278/-
The valuation report by merchant banker and registered Valuer has been taken for price
determination and this transaction is done with related party at arm length price.
		for the purpose of implementation of this resolution, the Board be
and is hereby authorised to do all such acts, deeds, matter and things, including but not limited to
RESOLVED FURTHER THAT
deciding the time, mode, manner, extent of tranches, if required and other terms and conditions
of the disinvestment/ sales of the shares as aforesaid, negotiating and finalising the terms of sale/
offer for sale as may be necessary, desirable and expedient to be agreed, and all incidental and
necessary steps for and on behalf of the company and to settle all questions or queries that may
arise in the course of implementing this resolution."	By order of the Board of Directors,
				Nitiraj Engineers Limited
						Sd/-
				Rajesh Raghunath Bhatwal
					Managing Director
						DIN- 00547575
Place:	Dhule, Maharashtra
Date:	12-12-2022

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