La Opala RG : Postal Ballot

LA OPALA RG LIMITED

CIN: L26101WB1987PLC042512

Regd. Office: Eco Centre, 8th Floor, EM - 4, Sector - V, Kolkata - 700 091

Phone: [phone]/17, Website :www.laopala.in, E-mail :[e-mail]

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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 to the Members of the La Opala RG Limited ("the Company") that pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (" the Act") read with the Companies (Management and Administration) Rules, 2014, the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, (the 'Listing Regulations') and the MCA Circular dated May 5, 2020, April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, and January 13, 2021 and December 8, 2021 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"), and Secretarial Standard -2 , issued by the Institute of Company Secretaries of India, and any other applicable laws and regulations (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force and as amended from time to time), the Company is seeking the approval of the Members for the matters as considered in the resolutions appended below, through Postal Ballot i.e., voting by electronic means (e-voting).

A statement pursuant to Section 102 and other applicable provisions of the Act, setting out the material facts and the reasons thereof (the Statement) is annexed hereto for your consideration. The Notice along with the Statement is also available on the website of the Company www.laopala.in.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode only to those Members whose e-mail addresses are registered with the Company/ Depository Participant (DP)/Depository/ Maheshwari Datamatics Private Limited (MDPL), the Company's Registrar & Transfer Agent (RTA). Further, the Shareholders would have the option to vote only through remote e-voting and voting through physical ballot papers will not be provided. Accordingly, the Company is pleased to offer the remote e-voting facility to all its members to cast their votes electronically. Shareholders are requested to read theinstructions in the notes under the Section "Instruction for Voting through Electronic means" in this Postal Ballot Notice to cast their votes electronically. Shareholders are requested to cast their votes through e-voting process not later than Sunday, April 3, 2022, to be eligible to be considered, failing which it will be strictly considered that no vote has been received from the Shareholder.

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholder to register their email address. Therefore, those shareholders who have not yet registered their email addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

The Company has engaged the service of remote e-voting through the National Securities Depositories Limited (NSDL).

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The Board of Directors, has appointed Mr. Pravin Kumar Drolia, Practicing Company Secretaries, Kolkata (ICSI Membership No. - F2366, CP No. - 1362) as the Scrutinizer for conducting the remote e- voting process in a fair and transparent manner and in accordance with the provisions of the Act and Rules made there under.

The Scrutinizer will submit his report to the Chairperson or any other person authorized by him after the completion of the scrutiny. The result of the remote e-voting will be announced on or before Tuesday, the 5th day of April, 2022 at the registered office of the Company and shall be placed along with the Scrutinizer's Report on the Company's website www.laopala.in. The results shall also be communicated to the Stock Exchanges where shares of the Company are listed (viz., BSE: www.bseindia.comNSE: www.nseindia.comand CSE: www.cse-india.com) and NSDL

www.evoting.nsdl.com

SPECIAL RESOLUTIONS TO BE PASSED THROUGH POSTAL BALLOT

1. Re-appointment of Mr. Subir Bose, (DIN: 00048451) as an Independent Director of the Company for a second term of five consecutive years:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV of the Companies Act, 2013 ('Act'), the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and the SEBI (LODR) Regulation, 2015 as amended and also upon the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Subir Bose (DIN: 00048451), Independent Director of the Company who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and who is eligible for re-appointment for second term under the provisions of the Companies Act, 2013 and rules made thereunder, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years commencing from April 7, 2022 till April 6, 2027;

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17(1A) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification or re-enactment for the time being in force), the consent of the Shareholders be and is hereby also accorded for continuation of directorship of Mr. Subir Bose (DIN: 00048451), as a Non-Executive Independent Director of the Company who will attain the age of 75 years during his tenure, till the expiry of his second term of appointment i.e., up to April 6, 2027;

RESOLVED FURTHER THAT Mr. Alok Pandey, CFO and Ms. Kanchan P Jaiswal, Company Secretary of the Company, be and are 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."

2. Appointment of Ms. Suparna Chakrabortti (DIN: 07090308), as an Independent Director of the Company for a term of five consecutive years:

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152, 161 and other applicable

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provisions, if any, of the Companies Act, 2013 ('The Act'), and the Rules made thereunder, read with Schedule IV of the Act and Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') (including any statutory modification(s) or re-enactment thereof for the time being in force),and also upon recommendation of Nomination & Remuneration Committee and approval of the Board of Directors of the Company, Ms. Suparna Chakrabortti (DIN: 07090308), who was appointed as an Additional Director of the Company with effect from January 27, 2022, pursuant to Section 161 of the Act and the Articles of Association of the Company and who has submitted a declaration that she meets the criteria of Independence as provided under the Act and the Listing Regulations, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a shareholder proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years with effect from January 27, 2022 to January 26, 2027.

RESOLVED FURTHER THAT Mr. Alok Pandey, CFO and Ms. Kanchan P Jaiswal, Company Secretary of the Company, be and are 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 La Opala RG Limited
	Sd/-
	Kanchan P Jaiswal
Place: Kolkata	Company Secretary
Date: 27.01.2022	Mem. No. A38107

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EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 1

The Board of Directors of the Company at their meeting held on April 7, 2017 approved the appointment of Mr. Subir Bose, for a terms of 5 years w.e.f., April 7, 2017. The same was approved by the Shareholders in the Annual General Meeting held on August 26, 2017.

The Company has received the consent from Mr. Subir Bose to continue to act as the Director in the prescribed Form DIR-2 under Section 152(5) of the Act and Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules, 2014 along with the declaration on criteria of Independence as per Section 149(6) of the Act and the SEBI (LODR) Regulation, 2015, as amended and DIR-8 to the effect that they are not disqualified in accordance with the provision of Section 164(2) of the Act.

After taking into account the performance evaluation, during his first term of five years and considering the knowledge, acumen, expertise and experience in respective fields and the substantial contribution during his tenure as an Independent Director, the Nomination and Remuneration Committee at its meeting held on January 27, 2022 has considered, approved and recommended the re-appointment of Mr. Subir Bose as an Independent Directors for a second term of consecutive five years with effect from April 7, 2022, to the Board of Directors for their approval.

The Board of Directors in its meeting held on January 27, 2022 based on the performance evaluation and upon the recommendation of the Nomination and Remuneration Committee, and in view of his educational background and experience and considering his contribution for the growth and development of the Company, approved the re-appointment of Subir Bose as Independent Directors of the Company for a second term of 5 (five) years with effect from April 7, 2022 to April 6, 2027 based on his skills, experience, knowledge and report of their performance evaluation. The Board is of opinion that continued association of Mr. Subir Bose as an Independent Director would be beneficial for the further growth & development of the business of the Company.

He shall be paid remuneration by way of sitting fees for attending each meeting of the Board or Committees thereof and reimbursement of expenses for participating in the Board and other meetings, if any.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("LODR Regulations") an Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board Report.

In the opinion of the Board, Mr. Subir Bose fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder and the SEBI (LODR) Regulations, 2015, as amended for his re-appointment as an Independent Directors of the Company and are independent of the management.

Mr. Subir Bose, aged about 72 years, graduate in Chemical Engineering from the Indian Institute of Technology, Kanpur and completed his post-graduation in Business Administration from the Indian Institute of Management, Ahmedabad. He was associated with Berger Paints India Ltd since 1984 to 2012 and held position of Managing Director from 1994 to 2012. Mr. Bose has been associated with the Company since 2017 and Board considered that continued association of Mr. Bose would be of immense benefit.

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