Postal Ballot Notice

PRITIKA AUTO INDUSTRIES LTD. CIN: L45208PB1980PLC046738 Registered Ofﬁce: Plot No. C-94, Phase –VII, Industrial Focal Point, S.A.S. Nagar, Mohali – Punjab -160 055, India. Phone No.: +91-0172 -5008900 / 01 Email : [email protected] Website: www.pritikaautoindustries.com POSTAL BALLOT NOTICE (Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 Dear Member(s), NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) read with Rule 22 of the Companies (Management and Administration) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force) (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings / conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020 and 39/2020 dated December 31, 2020, in view of the COVID-19 pandemic (collectively the ‘MCA Circulars’), to transact the special business as set out hereunder by passing an Ordinary/Special Resolutions by way of Postal Ballot through remote e-voting. The explanatory statement pertaining to the said resolutions setting out the material facts concerning each items and the reasons thereof are annexed hereto along with the Postal Ballot Notice for your consideration. The Postal Ballot Notice is also available on the website of the company at www.pritikaautoindustries.com . In view of the massive outbreak of COVID-19 pandemic requiring social distancing, MCA has in terms of the above MCA Circulars advised the companies to take all decisions requiring members' approval, other than items of ordinary business or business where any person has a right to be heard, by way of postal ballot through remote e-voting mechanism in accordance with the provisions of the Act and Rules made there under, without holding a general meeting that requires physical presence of Members at a common venue. MCA has clarified that the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis for companies that are required to provide e-voting facility under the Act, while they are transacting any business(es) only by postal ballot up to 30th June, 2021. On account of the threat posed by the COVID-19 pandemic and in terms of the requirements specified in the MCA Circulars, the Company is sending this Notice in electronic form only. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. Members are required to communicate their assent or dissent only through the remote – e-voting system. The Board of Directors of the Company has appointed Mr. Sushil K Sikka (FCS- 4241), CP 3582, Practicing Company Secretary, # 5441, Sector 38 West, Chandigarh-160014 as the Scrutinizer for conducting the postal ballot and e-voting process in a fair and transparent manner. 1 In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically.. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-voting facility to its Members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.pritikaautoindustries.com. The e-voting period commences on Monday, the 22nd February, 2021 at 9.00 a.m. and ends on Tuesday, 23rd March, 2021, at 5.00 p.m. Please read carefully and follow the instructions as printed in this Notice for e-voting. Upon completion of the scrutiny of the votes cast, the Scrutinizer will submit his report to the Chairman or in his absence to any Director authorized by the Board, on or before Thursday, the 25th March, 2021. The results of the voting conducted by Postal Ballot along with the Scrutinizer’s Report will be made available on the Company's website at www.pritikaautoindustries.com. and on the website of NSDL at www.evoting.nsdl.com and intimated to the BSE Limited and Calcutta Stock Exchange, where the equity shares of the company are listed on or before Thursday, the 25th March, 2021. The result will also be placed on the Notice Board at the Registered Ofﬁce of the Company. The Resolution, if passed with the requisite majority through Postal Ballot, shall be deemed to have been passed on the last date specified for voting i.e. Tuesday, the 23rd March, 2021. SPECIAL BUSINESS Item no 1: - SUB-DIVISION OF EQUITY SHARES FROM THE FACE VALUE OF RS 10/- PER SHARE TO RS. 2/- PER SHARE To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution: “RESOLVED THAT, pursuant to the provisions of Section 61(1)(d) and all other applicable provisions, if any, of the Companies Act, 2013(including any statutory modification(s) or re- enactment thereof, for the time being in force) and Article 10 (c ) and other enabling provisions of the Articles of Association of the Company and subject to such approvals, consents, permissions and sanctions as may be necessary from the concerned authorities or bodies, consent of the Members be and is hereby accorded to subdivide each of the Equity Shares of the Company having a face value of Rs. 10/- each in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company into 5 (Five) Equity Shares having a face value of Rs.2/- each fully paid up and all the equity shares of Rs. 10/-(Rs. ten) each fully paid up of the Company, be sub-divided accordingly, with effect from the Record Date as may be fixed for the purpose. RESOLVED FURTHER THAT pursuant to the Sub-division of the Equity Shares of the Company, all the issued, subscribed and paid-up Equity Shares of nominal value of Rs. 10/- each of the Company existing on the Record Date to be fixed by the Company in consultation with the Stock Exchange where the shares of the Company are listed shall stand sub-divided into equity shares of nominal value of Rs 2/- each fully paid up. RESOLVED FURTHER THAT upon sub-division of the Equity shares as aforesaid, 5 Equity Shares of the face value of Rs. 2/- each to be allotted in lieu of existing 1(one) equity share of Rs 10/- each subject to the terms of the Memorandum and Articles of Association of the Company and 2 shall rank pari passu in all respects with the existing fully paid-up Equity Shares of Rs 10/- each of the Company and shall be entitled to participate in full after the Sub-divided Equity Shares are allotted. RESOLVED FURTHER THAT upon the sub-division of the Equity Shares as aforesaid, the existing Share Certificate(s) in relation to the existing Equity Shares of the face value of Rs10/- each held in physical form shall be deemed to have been automatically cancelled and be of no effect on and from the Record Date and the Company may without requiring the surrender of the existing Share Certificate(s) directly issue and dispatch the new Share Certificate(s) of the Company, in lieu of such existing issued Share certificate(s) and in the case of the Equity Shares held in the dematerialized form, the number of sub-divided Equity Shares be credited to the respective beneficiary accounts of the shareholders with the Depository Participants, in lieu of the existing credits representing the Equity Shares of the Company before sub-division. RESOLVED FURTHER THAT the Board of Directors of the Company (“the Board”), (which expression shall also include a committee thereof) be and is hereby authorized to do all such acts, deeds, matters and steps as may be necessary for obtaining such approvals statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and to execute all such applications, documents, instruments and writings as may be required in this connection and to delegate all or any of the powers therein vested in the Board to any Director(s) or Officer(s) or Committee thereof to give effect to the aforesaid resolution”. Item No. 2: - ALTERATION OF THE CAPITAL CLAUSE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY To consider and, if thought fit, to pass the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 13, 61 and 64 of the Companies Act, 2013 read with other applicable provisions, if any, of the Companies Act, 2013 (including any amendments there to or re-enactment thereof) and the rules framed there under, the consent of the members of the Company be and is hereby accorded to change the Authorized Share Capital of the Company from existing Rs 36,50,00,000/- (Rupees Thirty Six Crores Fifty Lakhs only) divided into 3,65,00,000 Equity Shares of Rs 10/- each to Rs 36,50,00,000/- (Rupees Thirty Six Crores Fifty Lakhs only) divided into 18,25,00,000 equity shares of Rs 2/- each fully paid, ranking at pari passu in all respect with the existing equity share of the Company.

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