Aro Granite Industries : Book Closure

Aro granite industries ltd.

Regd. Office : 1001, 10th Floor, DLF Tower A, Jasola, New Delhi - 11O 025. Phone : [phone], Fax : [phone], E-mail : [e-mail]

Date: 01.08.2022
Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Department of Corporate Services	Listing Department
Floor 25, P.J. Towers	5th Floor, Exchange Plaza
Dalal Street	Bandra(E)
Mumbai 400001	Mumbai 400051
(SCRIP CODE: 513729)	(AROGRANITE/EQ)

Sub: Book Closure and Annual General Meeting

Dear Sir,

With reference to the above, we hereby intimate that the Share Transfer Register and Members Register of the Company shall remain closed from 20.08.2022 to 26.08.2022(both days inclusive) and Annual General Meeting will be held on 26.08.2022.

Kindly acknowledge the receipt of the above

Thanking You

Yours faithfully

For Aro granite industries ltd.

Compa�ry

Copy for information to

National Securities Depository Limited

4th Floor, 'A' Wing, Trade World

Kamala Mill Compound,

Senapati Bapat Marg, Lower Parel

Mumbai 400013

(ISIN: INE210C01013)

Alankit Assignment Limited

Alankit Height

lE/13, Jhandewalan Extension

New Delhi 110055

Central Depository Service(India) Limited

Marathon Futurex, A Wing, 2sth Floor,

NM Joshi Marg, Lower Parel

Mumbai 400013

(ISIN: INE210C01013)

CORP. OFF. & WORKS

KONERIPALLI VILLAGE, SHOOLAGIRI (VIA), HOSUR TALUK - 635 117, KRISHNAGIRI DIST. TAMIL NADU, !NOIA. TEL : 91 - 4344 - 252100 FAX : 91 - 4344 - 252217 E-mail : [e-mail] Web : www.arotile.com CIN : L74899DLI988PLC03I5IO

Aro granite industries ltd.

Aro granite industries ltd.

(CIN: L74899DL1988PLC031510)

Regd. Office: 1001, 10th Floor, DLF Tower 'A', Jasola, New Delhi - 110025

Phone: [phone], Fax: [phone]

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

Notice

NOTICE is hereby given that the 34thAnnual General Meeting of the Members of ARO GRANITE INDUSTRIES Limited will be held on Friday, the 26th August 2022 at 12:30 P.M. (IST) through Video Conferencing (VC)/Other Audio-Visual Means (OAVM), to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Accounts for the financial year ended 31st March 2022 and the Reports of the Directors and Auditors thereon.
2. To appoint a director in place of Smt. Sujata Arora, who retires by rotation and being eligible, offers herself for re-appointment.
3. To consider and, if thought fit to pass, with or without modification(s), the following as Ordinary Resolution

"RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act 2013 (the Act) and The Companies (Audit and Auditors) Rules 2014 including any statutory modification(s) or re-enactment thereof for the time being in force, M/s Alok Mittal & Associates, Chartered Accountants, New Delhi (Firm Registration No. 005717N) be and is hereby appointed as the Statutory Auditors of the Company in place of the retiring Auditors M/s VAPS & Company, Chartered Accountants, New Delhi (Firm Registration No 003612N) for a period of five years from the conclusion of thirty-fourth Annual General Meeting till the conclusion of the thirty-ninth Annual General Meeting to be held in the year 2027 on such remuneration as may be determined by the Board of Directors in consultation with the Auditors.

RESOLVED FURTHER THAT to give effect to above resolution, the Board of Directors of the Company be and is hereby authorized for and on behalf of the Company to take all necessary steps and to do all such acts, deeds, matters and things which may deem necessary in this behalf."

SPECIAL BUSINESS

1. To consider and, if thought fit to pass, with or without modification(s), the following as Special Resolution
   "RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions of the Companies Act, 2013 ("the Act") read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Shri Sundareshwara G Sastry (DIN 00165762), who was appointed as an Independent Director of the Company, and holds office upto October 27, 2022 and has submitted a declaration confirming he meets the criteria of independence under Section 149(6) of the Act and is eligible for re-appointment for a second term, in accordance with the provisions of the Act and the Rules made thereunder and whose candidature for the office of Director has been recommended by the Nomination and Remuneration Committee and the Board of Directors and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act, proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, to hold office for a second term of five years, with effect from October 28, 2022 and whose office shall not be liable to retire by rotation.
   RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company, be and is /are hereby authorized, singly and/or jointly to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution."
2. To consider and, if thought fit to pass, with or without modification(s), the following as Ordinary Resolution
   "RESOLVED THAT pursuant to Regulation 23(4) and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations'), the applicable provisions of the Companies Act, 2013 ('Act'), if any, read with related rules, if any, each as amended from time to time and the Company's Policy on Related Party Transaction(s), the approval of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the 'Board', which term shall be deemed to include any Committee constituted/empowered/ to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to enter into, contract(s)/ arrangement(s)/ transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) as mentioned in the explanatory statement with Aro granite international INC. USA, a related party of Aro granite industries ltd. under Regulation 2(1)(zb) of the SEBI Listing Regulations, on such terms and conditions as may be agreed between the Company and Aro granite international, INC. USA, for an aggregate value of up to Rs. 100.00 Crores in any financial year, subject to such contract(s)/arrangement(s)/transaction(s) being carried out at arm's length and in the ordinary course of business of the Company.
   RESOLVED FURTHER THAT the Board, be and is hereby authorised, to do and perform all such acts, deeds, matters and things, as may be necessary, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental/regulatory

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Aro granite industries ltd.

authorities, as applicable, in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s)/Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).

RESOLVED FURTHER THAT all actions taken by the Board or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolution(s), be and are hereby approved, ratified and confirmed in all respects."

	For & on behalf of the Board
Place: Hosur	(Sunil Kumar Arora)
Date: 29.07.2022	Managing Director

NOTES:

1. Statement pursuant to section 102(1) of the Companies Act, 2013 ("Act"), in respect of the Special Business to be transacted at the Annual General Meeting ("AGM") is annexed hereto.
2. In the view of the COVID-19 pandemic, the Ministry of Corporates Affairs ('MCA') has vide its General Circular No. 20/2020 dated 5th May, 2020 in relation to clarification on holding of annual general meeting ('AGM') through video conferencing ('VC') or other audio visual means ('OAVM') read with the General Circulars No. 14/2020 dated 8th April 2020, No. 17/2020 dated April 13, 2020, No. 33/2020 dated September 28, 2020, No.39/2020 dated December 31, 2020 and No.10/2021 dated June 23, 2021 in relation to clarification on passing the 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' and the General Circular No.02/2021 dated January 13,2021, General Circular No. 2/2022 dated May 5, 2022 and General Circular No. 3/2022 dated May 05, 2022 (Collectively referred to as 'MCA Circulars') and Securities Exchange Board of India('SEBI') vide its Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020,in relation to Additional relaxation in relation to Compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and 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') permitted the holding of Annual General Meeting ('AGM/ the meeting')through VC/OAVM, without the physical presence of the Members at a common venue. Accordingly, in compliance with the provisions of Companies Act, 2013 ('Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI listing Regulations') and MCA Circulars, the 34th AGM of the Company is being held through VC/OAVM on 26th August 2022 at 12.30 PM IST. The deemed Venue for AGM will be Registered Office of the Company 1001,10th Floor DLF Tower A, Jasola, New Delhi-110025.
3. The AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies will not be available for the AGM and hence the Proxy Form and
   Attendance Slip are not annexed to this Notice.
4. Corporate Members are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/ Authorization, etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting to the M/s. Alankit Assignments Limited, the Registrar and Transfer Agent of the Company, by e-mail through its registered e-mail address [e-mail]
5. In line with the General Circulars No. 20/2020 dated May 5, 2020 and No.02/2021 dated January 13, 2021 issued by the MCA and the SEBI Circulars, Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company or CDSL / NSDL ("Depositories")/ RTA. Members may note that the Notice and Annual Report 2021-22 are also available on the Company's website viz.www.arotile.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively.
6. Members whose e-mail address are not registered can register the same in the following manner:
7. 1. Members holding share(s) in physical mode can send their e-mail ID to the Company in [e-mail] or to the Registrar and Transfer Agent (RTA) of the Company M/s. Alankit Assignments limited at [e-mail]
   2. Members holding share(s) in electronic mode are requested to register / update their e-mail address with their respective Depository Participants ("DPs") for receiving all communications from the Company electronically.
8. The Company has engaged the services of M/s. CDSL as the authorised agency for conducting the e-AGM and providing e-voting facility.
9. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under section 103 of the Companies Act, 2013.
10. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
11. Relevant documents referred to in the accompanying Notice calling the AGM are available on the website of the Company for inspection by the Members.

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Aro granite industries ltd.

1. As mandated by SEBI, effective from April 1, 2019, that securities of listed Companies shall be transferred only in dematerialised form. In view of the above and to avail various benefits of dematerialisation, Members are advised to dematerialise share(s) held by them in physical form.
2. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised to not leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified time to time.
3. Instructions for attending the e-AGM and e-voting are as follows: Instructions for attending the e-AGM:

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the Companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming AGM/EGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). In continuation of MCA's General Circular No. 20/2020, dated 05th May, 2020, 2/2022 dated 5th May, 3/2022 dated 5th May 2022 and after due examination, it has been decided to allow Companies whose AGMs were due to be held in the year 2021, or become due in the year 2022, to conduct their AGMs on or before 31.12.2022, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021 dated January,13 2021. Hence, Members can attend and participate in the ensuing AGM/EGM through VC/OAVM.
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 MCA Circulars 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/EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.
3. The Members can join the EGM/AGM in the VC/OAVM mode 30 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 EGM/ AGM through VC/OAVM will be made available to atleast 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 Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of first come first served basis.
4. The attendance of the Members attending the AGM/EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
5. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM/EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/ EGM through VC/OAVM and cast their votes through e-voting.
6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/ EGM has been uploaded on the website of the Company at www.arotile.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.com and www.nseindia. com respectively. The AGM/EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) i.e. www.evotingindia.com.
7. The AGM/EGM 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 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.
   THE INTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM/EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:
8. 1. The voting period begins on 23.08.2022 at 10.00 A.M. and ends on 25.08.2022 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-offdate i.e. 19.08.2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
   2. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
   3. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.
      Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
      In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites

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Aro granite industries ltd.

of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

1. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.
   Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of	Login Method
shareholders
Individual	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user
Shareholders	id and password. Option will be made available to reach e-Voting page without any further
holding securities in	authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/
Demat mode with	myeasi/home/loginor visit www.cdslindia.comand click on Login icon and select New System
CDSL	Myeasi.
	2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
	Companies where the e-voting is in progress as per the information provided by Company. On
	clicking the e-voting 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 or joining virtual meeting &
	voting during the meeting. Additionally, there is also links provided to access the system of all
	e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, 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 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 e-Voting link available on 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 able to see the e-Voting option where
	the e-voting is in progress and also able to directly access the system of all e-Voting Service
	Providers.
Individual	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
Shareholders	NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a
holding securities in	Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the
demat mode with	"Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen
NSDL	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 Company name or e-Voting service provider
	name and you will be re-directed to e-Voting service provider 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. 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 name and you will be redirected to e-Voting service provider website for casting your
	vote during the remote e-Voting period or joining virtual meeting & voting during the meeting
Individual	You can also login using the login credentials of your demat account through your Depository
Shareholders	Participant registered with NSDL/CDSL for e-voting facility. After Successful login, you will be
(holding securities	able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/
in demat mode)	CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click
login through	on Company name or e-Voting service provider name and you will be redirected to e-Voting service
their Depository	provider website for casting your vote during the remote e-Voting period or joining virtual meeting
Participants	& voting during the meeting.

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.

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