Mangalam Global : Postal Ballot

MANGALAM GLOBAL ENTERPRISE LIMITED

CIN: L24224GJ2010PLC062434

Registered Office: 101, Mangalam Corporate House, 42, Shrimali Society,

Netaji Marg, Mithakhali, Navrangpura, Ahmedabad - 380 009, Gujarat, India.

Telephone: [phone]; Website: www.groupmangalam.com; Email: [e-mail]

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),

Pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act 2013 ('the Act') read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ('the Rules'), and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ('SEBI ICDR Regulations') and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR Regulations') and other applicable laws and regulations (including any statutory modification or re-enactment(s) thereof for the time being in force), Notice is hereby given that the resolution appended to this notice is proposed to be passed by the members as Special Resolution through remote electronic voting (remote e-voting).

Proposed resolution, along with explanatory statement pertaining to the said resolution, pursuant to Section 102(1) of the Companies Act, 2013 read with applicable regulations of the SEBI ICDR Regulations, setting out the information and material facts, is appended herewith for your consideration.

In terms of the circulars issued by the Ministry of Corporate Affairs, Government of India (the 'MCA') vide its General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020 and General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021 issued by the Ministry of Corporate Affairs (the 'MCA Circulars') and in view of the continuing COVID-19 pandemic, requiring social distancing, companies are advised to take all decisions requiring members' approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e - voting in accordance with the provisions of the Companies Act, 2013 and rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue.

This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars. Further, in compliance with the said MCA Circulars, hard copy of Postal Ballot Notice, Postal Ballot Forms and pre-paidself-addressed business envelope, will not be sent to the members/shareholders for this Postal Ballot. The Company will send Postal Ballot Notice by email to all its shareholders who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system.

The Company has appointed Link Intime India Private Limited ('LIIPL' or 'e-voting agency') to provide remote e-voting facility to the Members of the Company through its InstaVOTE Platform. Shareholders are requested to carefully read the instructions indicated in this Notice and communicate their assent (for) or dissent (against) through remote e-voting only. Shareholders are requested to follow the procedure as stated in the notes and instructions for casting their votes through InstaVOTE Platform of LIIPL.

The remote e-voting facility is available at the link: https://instavote.linkintime.co.in/ from Saturday, October 01, 2022 (09:00 A.M.) and will end on Sunday, October 30, 2022 (05:00 P.M.). Please refer to the instructions for casting votes through remote e-voting given in this Notice and the manner in which e-voting has to be carried out. Only members entitled to vote (Refer to Point 7 of the Notes attached with this notice) are entitled to vote through the remote e-voting facility provided by the Company through InstaVOTE Platform of LIIPL.

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The Board of Directors of the Company has appointed SCS AND CO. LLP, Firm of Practising Company Secretaries (Firm Registration Code: - L2020GJ008700), as Scrutinizer for conducting the postal ballot and remote e-voting process in a fair and transparent manner.

The scrutinizer will submit the report to the Chairman after the completion of scrutiny of votes recorded through remote e- voting. The results of voting by means of remote e-voting will be announced on or before Tuesday, November 01, 2022 at the Registered Office of the Company and also by placing the same on the Company's website - www.groupmangalam.comand communicated on the same day to stock exchange, Link Intime India Private Limited, e-voting agency.

	By order of the Board of Directors,
	Mangalam Global Enterprise Limited
	Sd/-
	Vrunda Patel
Place: Ahmedabad	Company Secretary
Date: September 28, 2022	Membership No. A39707

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SPECIAL BUSINESS

Item No. 1: Appointment of Mr. Chandravijay Arora (DIN: 07228580) as a Whole Time Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 and other applicable provisions of the Companies Act, 2013 (the 'Act'), read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules, regulations issued by the Ministry of Corporate Affairs and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory amendments, modifications or re- enactment thereof for time being in force), on the recommendation of Nomination and Remuneration Committee and such other approval, as may be required, the approval of the Members of the Company be and is hereby accorded for appointment of Mr. Chandravijay Arora (DIN: 07228580) as Whole Time Director of the Company for a period of three (3) years with effect from 4th August, 2022, liable to retire by rotation with such terms and conditions including such remuneration as set out in the explanatory statement annexed to this notice with the power to the Board to alter and modify the said appointment

• remuneration, in such manner as deem fit necessary, in accordance with the provisions of the Act and in the best interest of the Company;

RESOLVED FURTHER THAT the Board of Directors (which term shall always be deemed to include any Committee constituted or to be constituted to exercise the powers including its powers conferred under this resolution) be and is hereby authorised to determine the components of the remuneration in salary, perquisites and allowances and to vary or increase the remuneration specified above from time to time to the extent the Board of Directors may deem appropriate, provided that such variation or increase, as the case may be, is within the overall limits specified in Schedule V & the relevant provisions of the Act;

RESOLVED FURTHER THAT where, in any financial year, during the currency of his tenure, the Company has no profits or its profits are inadequate, the remuneration payable to Mr. Chandravijay Arora (DIN: 07228580), Whole Time Director, by way of salary, perquisites and allowances shall not exceed the maximum remuneration payable in accordance with Section

1. of Part II of Schedule V of the Companies Act, 2013 with liberty to the Board / Committee to decide the breakup of the remuneration from time to time in consultation with the appointee;

RESOLVED FURTHER THAT in terms of Section 190 of the Companies Act, 2013, this resolution along with its explanatory statement be considered as Memorandum setting out the terms and conditions of appointment and remuneration to Mr. Chandravijay Arora (DIN: 07228580) designated as Whole Time Director of the Company;

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board be and is hereby authorized to undertake all acts, deeds and execute all documents for the purpose of giving effect to this resolution, from time to time and to undertake all such steps, as may be deemed necessary in this matter."

Item No. 2: Change in Designation of Mrs. Sarika Modi (DIN: 08320453) from 'Non-ExecutiveNon-Independent Director' to 'Non-Executive Independent Director':

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

"RESOLVED THAT pursuant to the provisions of Section 149(6) and any other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modifications or re-enactment thereof for the time being in force), Mrs. Sarika Modi (DIN: 08320453) from whom the Company has received declaration under Section 149(6) of the Companies Act, 2013 declaring that she fulfills all the requirements of becoming Non-Executive Independent Director and declaration under Section 164(2) of the Companies Act, 2013 declaring that she is not disqualified to become the Director and upon recommendation of Nomination and Remuneration Committee and Board of Directors, consent of the members be and is hereby accorded for change in designation of Mrs. Sarika Modi (DIN: 08320453) from Non-Executive Non Independent Director to Non-Executive Independent Director for a period of five years with effect from August 4, 2022 upto August 3, 2027, not liable to retire by rotation."

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RESOLVED FURTHER THAT all the executive directors of the Company be and are hereby severally authorized to sign and execute all such documents and papers (including appointment letter etc.) as may be required for the purpose and file necessary e-form with the Registrar of Companies and to do all such acts, deeds and things as may considered expedient and necessary in this regard;

Item No. 3: To appoint Mrs. Varsha Biswajit Adhikari (DIN: 08345677) as Non-Executive Independent Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 152, and any other applicable provisions of the Companies Act, 2013 (the Act) and the rules made there under read with Schedule IV of the Act and Regulation 17(1C), 25(2A) and any other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof for the time being in force) on the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mrs. Varsha Biswajit Adhikari (DIN: 08345677), who was appointed by the Board as Additional Non-Executive Independent Director of the Company with effect from September 10, 2022, in terms of provisions of Section 161 of the Act and Articles of Association of the Company and who holds the office till the period of 3 months from the date of appointment or till the next general meeting, being eligible for appointment as Non-Executive Independent Director of the Company, and in respect of whom the Company has received a notice under Section 160 of the Act proposing her candidature for the office of the Director, be and is hereby appointed as an Non- Executive Independent Director of the Company, to hold office for five (5) consecutive years upto September 9, 2027, not liable to retire by rotation;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be deemed necessary to give effect to the above resolution including certifying and filing of necessary forms with the Registrar of Companies and issue appointment letter to Mrs. Varsha Biswajit Adhikari (DIN: 08345677) and filing of other necessary forms and documents with the Registrar of Companies."

	By order of the Board of Directors,
	Mangalam Global Enterprise Limited
	Sd/-
	Vrunda Patel
Place: Ahmedabad	Company Secretary
Date: September 28, 2022	Membership No. A39707
Notes:

1. Pursuant to Section 102(1) of the Companies Act 2013 and Secretarial Standard -2 on General Meeting, an explanatory Statement setting out material facts relating to the proposed resolution is appended to this notice.
2. In compliance with the provisions of Sections 108 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is pleased to offer remote e-voting facility to all members of the Company. The Company has appointed Link Intime India Private Limited ('LIIPL' or 'e-voting agency') for facilitating remote e-voting to the Members through InstaVOTE Platform of LIIPL.
3. This notice is sent to all the Members whose names appear in the Register of Members / Record of Depositories as on Friday, September 23, 2022 by email to those members who have registered their email IDs with the Company / Depository. Voting rights shall be reckoned in proportion to the number of shares registered in the name(s) of Members as on Friday, September 23, 2022.
4. In terms of the MCA Circulars, the Company will send this Notice in electronic form only and hard copy of this Notice along with postal ballot forms and pre-paidself-addressed business envelope will not be sent to the shareholders for this

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