NOTICE OF POSTAL BALLOT

To,

The Members of INTERNATIONAL CARRIERS LIMITED

NOTICE of Postal Ballot is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), as amended from time to time, read with the 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, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 02/2022 dated May 5, 2022 and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), that the resolution seeking approval for appointment of Mr.  KUMAR AGRAWAL (DIN 00000000) as a Non-Executive Independent Director for a consecutive term of five years, is proposed to be passed as a Special Resolution, by the Members of  International Carriers Limited (“Company”) through Postal Ballot by voting through electronic means (“remote e-voting”) only.

This Notice of Postal Ballot is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Hard copy of notice of Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the remote e-voting system only and will also be available on the Company’s website www.7777.co and websites of the Stock Exchanges, i.e. NSE Limited at www.nseindia.com.

The Explanatory Statement in terms of the provisions of Section 102 of the Act which sets out details relating to special business to be transacted forms part of this Notice of Postal Ballot. 

Remote E-Voting: Shareholders are requested to read the instructions in the Notes under the section “Remote E-Voting: Procedure” in this Notice of Postal Ballot to cast their vote electronically. The details of the same are as below:

SPECIAL BUSINESS:

APPOINTMENT OF Mr.  KUMAR AGRAWAL (DIN 00000000) AS AN INDEPENDENT DIRECTOR FOR A CONSECUTIVE TERM OF FIVE YEARS.

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

“RESOLVED THAT pursuant to Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 16(1)(b), 25(2A) and other applicable Regulations, if any of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification/(s) or re-enactment/(s) thereof for the time being in force) and the Articles of Association of the Company and on the recommendation of the Nomination & Remuneration Committee (“NRC”) and 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), Mr.  Kumar Agrawal (DIN 00000000) who was appointed as a Non-Executive Independent Director (Additional Director) by the Board w.e.f. February 15, 2023 in terms of provisions of Section 161(1) of the Act, who meets the criteria for independence as provided in Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, and has submitted a declaration to that effect, 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 of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of 05 (Five) years commencing from February 15, 2023 through February 14, 2028 (both days inclusive) on the terms provided in the Explanatory Statement.

“RESOLVED FURTHER THAT the Board of directors and Company Secretary of the company be and is hereby authorized to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors

For International Carriers Limited

Sd/-

Khandelwal

Company Secretary cum Compliance Officer

Place: Jaipur

Date: April 10, 2023

Registered Office:

301-306, Prakash Deep Complex

Website: www.7777.co

Contact Number: (10 lines)

Email ID: [email protected]

CIN-

EXPLANATORY STATEMENT FOR POSTAL BALLOT

(Pursuant to Section 102 of the Companies Act, 2013)

The following statement sets out all material facts relating to the special business mentioned in this Notice of Postal Ballot:

ITEM NO. 1:

Appointment of Mr.  Kumar Agrawal as an Independent Director of the Company

The Company is required to have 50% (fifty percent) Independent Directors on its Board pursuant to the Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and have at least one-third of the total number of directors as independent directors pursuant to Section 149(4) of the Companies Act, 2013. Consequent to the changes in the constitution of the Board of Directors upon the resignation of Mrs. Riya Uttamprakash Agarwal (DIN 05279280) from the post of Independent Director of the Company, the Company is required to appoint an Independent Director on its Board, to comply with the requirement mentioned under Section 149(4) of Companies Act, 2013 and under Regulation 17 of the SEBI Listing Regulations.

The Board of Directors of the Company, by a resolution passed dated February 15, 2023, pursuant to the recommendation of the Nomination and Remuneration Committee, has approved the appointment of Mr.  Kumar Agrawal as an “Independent Director” of the Company for a term of 5 (Five) years commencing from February 15, 2023 upto February 14, 2028, based on his skills, experience, knowledge, and expertise, subject to approval of the Shareholders by way of special resolution.

In the opinion of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr.  Kumar Agrawal fulfils the conditions specified in the Companies Act, 2013 and the Rules framed thereunder and also the SEBI Listing Regulations, for his appointment as an “Independent Director” of the Company and he is independent of the Management.

Further, in the opinion of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr.  Kumar Agrawal possess the requisite skills and capabilities required for the role of an Independent Director of the Company, considering his rich qualifications, experience and expertise as mentioned in his Brief Profile provided hereunder.

In conformity with the Company’s Nomination and Remuneration Policy, Mr.  Kumar Agrawal will be entitled to receive remuneration by way of sitting fees for attending the Meetings of the Board of Directors and Committees thereof of which membership, if any, is held, reimbursement of expenses for participation in the Meetings and also commission on 7777al basis of such sum as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors, subject to the overall limits as specified under the Companies Act, 2013 and the Rules framed thereunder.

Pursuant to Regulation 25(2A) of the SEBI Listing Regulations, appointment of an Independent Director shall be subject to the approval of the Members by way of a Special Resolution and where a Special Resolution for the appointment of an Independent Director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an Independent Director shall be deemed to have been made under the said Regulation 25(2A).

The Company has received a declaration from Mr.  Kumar Agrawal confirming that he meets the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, the Company has also received consent from Mr.  Kumar Agrawal for his proposed appointment as an “Independent Director” in terms of Section 152 of the Companies Act, 2013 and a declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and “Enforcement of SEBI Orders regarding the appointment of Directors by listed companies.

The draft letter of appointment of Mr.  Kumar Agrawal, setting out the terms and conditions of his appointment, shall be available for inspection by the Members electronically. Members seeking to inspect the same can send a request e-mail to [email protected].

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the Resolution set out at Item No. 1.

The Board of Directors recommends the Special Resolution at Item No. 1 for approval of the Members by way of Special Resolution.

The brief profile of Mr.  Kumar Agrawal in terms of Regulation 36(3) of the SEBI Listing Regulations and the Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) is provided hereunder

By Order of the Board of Directors

For  International Carriers Limited

Sd/-

7777 Khandelwal

Company Secretary cum Compliance Officer

Place: Jaipur

Date: April 10, 2023

Registered Office:

Annexure-A

DETAILS OF DIRECTORS SEEKING APPOINTMENT

[Pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard–2 on General Meetings]

Notes:

DISPATCH OF NOTICE OF POSTAL BALLOT / ELIGIBILITY TO RECEIVE NOTICE & VOTE

1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out all material facts and reasons for the proposal set out relating to the Resolution No. 1 as mentioned in this Postal Ballot Notice is annexed herewith.

• In terms of the requirements of the MCA Circulars, the Company is sending this Notice only in electronic form to those members whose name appear in the Register of Members/List of Beneficial Owners as received from Depositories as on Friday, April 07, 2023 (Cut-off Date) and whose email addresses are registered with the Company/Depository/Depository Participants/ or who will register their email address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up Equity share capital of the Company as on the Cut-Off Date i.e. Friday, April 07, 2023.

• Only those Members whose name are appearing in the Register of Members/List of Beneficial Owners as on the Cut-off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

• It is however, clarified that all Members of the Company as on the Cut-off Date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/ /Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.

• As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one Hindi daily newspaper circulating in Rajasthan (in vernacular language i.e. Hindi).

REMOTE E-VOTING

• In compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, various circulars issued by the MCA from time to time and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide e-voting facility to its Members to enable them to cast their votes electronically. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide e-voting facility to its Members. The Members may refer ‘INSTRUCTIONS FOR E-VOTING’ section of this notice for more details.

• The remote e-voting shall commence on April 13, 2023 at 9:00 a.m. (IST) and shall end on May 12, 2023 at 5:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

• During the e-voting period, Members can login to CDSL’s e-voting platform any number of times till they have voted on the Resolution. Once the vote on the Resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

• The vote in this notice of Postal Ballot cannot be exercised through proxy.

SCRUTINISER

1. The Board of Directors of the Company has appointed CS Sancheti, Practicing Company Secretary (Membership No. FCS & CP No.), Proprietor of M/s M & Associates, Company Secretaries, Jaipur as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.

1. The Scrutinizer will submit his report to Chairman of the Company or in his absence to any other designated Director or the Company Secretary after completion of the scrutiny of the votes cast through remote e-voting. The Scrutinizer’s decision on the validity of votes cast will be final.

1. The results of voting by Postal Ballot will be announced on or before 5.00 p.m. (IST) on Sunday, May 14, 2023. Additionally, the result will be posted on Company’s website at www.7777.co and will be communicated to NSE Limited simultaneously.

NOTICE OF POSTAL BALLOT AUTHORISED REPRESENTATIVE

Institutional Shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail and to the Company at the email address viz; [email protected]. Institutional Shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Authority / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-voting” tab in their login.

INSPECTION OF DOCUMENTS

1. Members desirous of inspecting the documents referred to in the Notice of Postal Ballot or Explanatory Statement may send their requests to [email protected] from their registered email addresses mentioning their names, folio numbers/DP ID and Client ID, until the last date of remote e-voting of this notice of Postal Ballot.

1. The resolution passed by the Members through notice of Postal Ballot is deemed to have been passed effectively at a General Meeting of the Members. The Special Resolution shall be declared as passed if the number of votes cast in favour of the Special Resolution are not less than three times the number of votes cast against the Special Resolution.

However, pursuant to Regulation 25(2A) of the SEBI Listing Regulations, appointment of an Independent Director shall be subject to the approval of Members by way of a Special Resolution and where a Special resolution for the appointment of an Independent Director fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed the votes cast against the resolution and the votes cast by the public Shareholders in favour of the resolution exceed the votes cast against the resolution, then the appointment of such an independent director shall be deemed to have been made under the said Regulation 25(2A) and specified in Notice of Postal Ballot.

DECLARATION OF VOTING RESULTS IN NOTICE OF POSTAL BALLOT

The results declared, alongwith the Scrutinizer’s Report, shall be placed on the Company’s website www.7777.co placed on the website of CDSL www.evotingindia.com displayed on the notice board at the Registered Office of the Company, immediately after the declaration of the result by the Chairman or a person authorised by him in writing forwarded to the Stock Exchanges where the Company’s Equity shares are listed viz. NSE Limited (‘NSE’) and be made available on the website of NSE viz. www.nseindia.com

INSTRUCTIONS FOR E-VOTING IN NOTICE OF POSTAL BALLOT

The last date specified by the Company for receipt of e-voting shall be the date on which the Resolution would be deemed to have been passed if approved by the requisite majority.  

The voting period begins on Thursday, April 13, 2023, at 9.00 AM IST and ends on Friday, May 12, 2023 at 5.00 PM IST. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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 NOTICE OF POSTAL BALLOT, 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.

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 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 the e-voting process.

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 above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below: Further mention Voting process in this notice of postal ballot.