Grindwell Norton : Shareholders meeting

February 14, 2022
National Stock Exchange of India Limited	BSE Limited
"Exchange Plaza"	Phiroze Jeejeebhoy Towers
Bandra Kurla Complex	Dalal Street
Bandra (East)	Fort
Mumbai 400 051	Mumbai 400 001
Symbol: GRINDWELL	Scrip Code No. 506076
Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Notice of Postal Ballot

Pursuant to Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, and Section 110 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors at its meeting held on February 3, 2022, had approved the Notice of Postal Ballot seeking the approval of Members of the Company by way of Postal Ballot by electronic means (remote e-Voting) in respect of following resolutions:

Sr. No. Description

• Ordinary resolution for appointment of Mr. Krishna Prasad (Director Identification No. 00130438) as a Director of the Company

• Ordinary resolution for appointment of Mr. Krishna Prasad (Director Identification No. 00130438) as a Whole-Time Director of the Company

• Ordinary resolution for appointment of Mr. David Eric Molho (Director Identification No. 09326249) as a Director of the Company

In compliance with Ministry of Corporate Affairs Circular No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No.22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021 and No. 20/2021 dated December 8, 2021, this Postal Ballot notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e. Friday, February 4, 2022 ("cut-off date").

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide remote e-Voting facility to its Members. The remote e-Voting period commences from (9.00 a.m. IST) on Tuesday, February 15, 2022 and ends at (5.00 p.m. IST) on Wednesday, March 16, 2022. The remote e-Voting module shall be disabled by NSDL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the cut-off date. Communication of assent or dissent of the Members would only take place through the remote e-Voting system.

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The Members whose e-mail address is not registered with the Company/Depositories, to receive the Postal Ballot Notice may register their email addresses on or before (5:00 p.m. IST) on Wednesday, March 9, 2022 by clicking the link https://tcpl.linkintime.co.in/EmailReg/email_register.htmland completing the registration process as guided therein.

This Postal Ballot Notice will also be available on the Company's website and on the website of NSDL www.eVoting.nsdl.com.

This is for your information and record.

Thanking you,

Yours faithfully,

For Grindwell Norton Limited

1. Visweswaran Company Secretary Membership No. A16123

Encl: Notice of Postal Ballot

Cc:

1. National Securities Depository Limited
2. Central Depository Services (India) Limited
3. TSR Darashaw Consultants Private Limited

GRINDWELL NORTON LIMITED

Corporate Identity Number - L26593MH1950PLC008163

Registered Office:5th Level, Leela Business Park, Andheri-Kurla Road, Marol,

Andheri (East), Mumbai 400 059

Tel: [phone] - Fax: [phone] - Email: [e-mail]

Website: www.grindwellnorton.co.in

NOTICE OF POSTAL BALLOT

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies

(Management and Administration) Rules, 2014, as amended

Dear Members,

Notice is hereby given to the Members of Grindwell Norton Limited ('the Company'), pursuant to Section 110 of the Companies Act, 2013 ('the Act') read with Rule 20 and Rule 22 of Companies (Management & Administration) Rules, 2014 ("Rules") (including any statutory modification or re-enactment(s) thereof for the time being in force), Circulars issued by the Ministry of Corporate Affairs ("MCA") 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, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021 and 20/2021 dated December 8, 2021 ("MCA Circulars"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and pursuant to other applicable rules and regulations, seeking approval of the Members of the Company through Postal Ballot only by voting through electronic means ("remote e-Voting") for the resolutions set out hereinafter. Communication of assent or dissent of the Members would take place only through the remote e-Voting system.

In compliance with the aforesaid provisions and the MCA Circulars, the Company has extended the remote e-Voting facility for its Members, to enable them to cast their votes electronically. 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. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Notice of Postal Ballot.

An explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolutions setting out the material facts and reasons thereof is appended to this Notice of Postal Ballot.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company, at its meeting held on February 3, 2022, appointed Mr. P. N. Parikh (Membership No. FCS 327, CP 1228) or failing him Mr. Mitesh Dhabliwala (Membership No. FCS 8331, CP 9511) and failing him Ms. Sarvari Shah (Membership No. FCS 9697, CP 11717) of Parikh & Associates, Practising Company Secretaries, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

The remote e-Voting period commences from Tuesday, February 15, 2022 (9:00 a.m. IST) and ends on Wednesday, March 16, 2022 (5:00 p.m. IST). The Scrutinizer will submit his report to the Chairperson of the Company ('the Chairperson') or to any other person authorized by the Chairperson. The result of the Postal Ballot through remote e-Voting shall be declared within 48 hours from the end of remote e-Voting upon receipts of the report of the Scrutinizer and communicated to the Stock Exchanges and shall also be displayed on the Company's website at www.grindwellnorton.co.in and on the website of National Securities of Depository Limited ("NSDL") at www.evoting.nsdl.com.

RESOLUTIONS:

1. Appointment of Mr. Krishna Prasad (Director Identification No. 00130438) as a Director of the Company To consider and, if thought fit, to pass the following resolution as anOrdinary Resolution:

"RESOLVED THAT Mr. Krishna Prasad (Director Identification No. 00130438), who was appointed by the Board of Directors as an Additional Director of the Company with effect from February 3, 2022 and who holds office up to the date of the ensuing Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 ("Act") and Articles of Association of the Company, and is eligible for appointment 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 a Director of the Company, not liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company or a Committee thereof be and are hereby authorised to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this resolution."

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1. Appointment of Mr. Krishna Prasad (Director Identification No. 00130438) as aWhole-Time Director of the Company To consider and, if thought fit,to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Section 161 and other applicable provisions, if any, of the Companies Act, 2013, ("Act"), read with Schedule V to the Act, as amended from time to time, the consent of the Company be and is hereby accorded to the appointment and terms of remuneration of Mr. Krishna Prasad (Director Identification No. 00130438) as a Whole-Time Director designated as Executive Director of the Company for a period of five (5) years with effect from February 3, 2022 upon the terms and conditions set out in the Statement annexed to the Notice of Postal Ballot (including the remuneration to be paid in the event of loss or inadequacy of profits inany financial year during the tenure of his appointment) with authority to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed to between the Board of Directors and Mr. Krishna Prasad.
   RESOLVED FURTHER THAT the Board of Directors of the Company or a Committee thereof be and are hereby authorised to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this resolution."
2. Appointment of Mr. David Eric Molho (Director Identification No. 09326249) as a Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
   "RESOLVED THAT Mr. David Eric Molho (Director Identification No. 09326249), who was appointed by the Board of Directors as an Additional Director of the Company under Non-Executive category with effect from October 12, 2021 and who holds office up to the date of the ensuing Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 ("Act") and Articles of Association of the Company, and is eligible for appointment 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 a Director of the Company, liable to retire by rotation.
   RESOLVED FURTHER THAT the Board of Directors of the Company or a Committee thereof be and are hereby authorised to do all acts, deeds and things and take all such steps as may be necessary, proper and expedient to give effect to this resolution."

	By Order of the Board of Directors
	For Grindwell Norton Limited
Place : Mumbai	K. VISWESWARAN
Date : February 3, 2022	Company Secretary
Registered Office:
5th Level, Leela Business Park
Andheri-Kurla Road, Marol, Andheri (East)
Mumbai 400 059
Tel: [phone] - Fax: [phone]
E-mail:[e-mail]- Website: www.grindwellnorton.co.in
Corporate Identity Number: L26593MH1950PLC008163

NOTES:

1. The Explanatory Statement for the proposed resolutions pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended setting out material facts along with the information pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Secretarial Standard on General Meetings with respect to the Directors seeking reappointment is annexed hereto and forms part of this Notice of Postal Ballot.
2. In view of the ongoing COVID-19 pandemic and the provisions of Circulars issued by the Ministry of Corporate Affairs 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, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021 and 20/2021 dated December 8, 2021 ("MCA Circulars"), the Company has sent this Notice of Postal Ballot only through e-mail to all the

Members, whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories as on Friday, February 4, 2022 (cut-off date) and who have registered their e-mail address with the Company /Depository

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Participant (DP). Physical Copies of this Notice of Postal Ballot along with Postal Ballot forms and prepaid business envelope will not be sent to the members for this Postal Ballot as per the MCA Circulars.

1. Members holding shares in physical form and who have not yet registered their e-mail address are requested to register the same with the Company by sending an e-mail to [e-mail]. Members holding shares in electronic form are requested to get their e-mail address registered with their respective DP. Thereafter, the Company would endeavour to send the Notice of Postal Ballot to such members to enable them to cast their vote through remote e-Voting.
2. If your e-mail address is not registered with the Company/Depositories, you may register on or before (5:00 p.m. IST) Wednesday, March 9, 2022 to receive this Notice of Postal Ballot by completing the process for registration of e-mail address as under: Click on the URL: https://tcpl.linkintime.co.in/EmailReg/email_register.html
3. 1. Select the Name of the Company from dropdown: Grindwell Norton Limited
   2. Enter DP and Client ID (if shares held in electronic form)/Folio number (if shares held in physical form) and Permanent Account Number ("PAN").
      In the event PAN details are not registered for physical folio, Member to enter one of the Share Certificate number.
   3. Enter Mobile number & e-mail ID.
   4. System generated One Time Password ("OTP") to be sent on mobile number and e-mail ID.
   5. Enter OTP received on mobile number and e-mail ID.
   6. Click on Submit button.
4. Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if they have been passed at
5. 1. general meeting by the Members.
6. Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members on Friday, February 4, 2022 (cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by remote e-Voting. A person who is not a Member on the cut-off date should accordingly treat this Notice as for information purpose only.
7. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-Voting i.e. Wednesday, March 16, 2022.
8. A member cannot exercise his vote by proxy on Postal Ballot.
9. All the material documents referred to in the Explanatory Statement will be available for inspection at the Company's registered office during office hours on all working days from the date of dispatch of the Notice of Postal Ballot till Wednesday, March 16, 2022.
10. The Notice of Postal Ballot will also be available on the Company's website www.grindwellnorton.co.in, 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 and on the website of NSDL at www.evoting.nsdl.com.
11. In compliance with Section 108 and 110 of the Companies Act, 2013 and Rules framed thereunder, the Company has provided the facility to the Members to exercise their votes electronically and vote on all resolutions through the remote e-Voting service facility arranged by NSDL. The remote e-Voting period shall commence on Tuesday, February 15, 2022 (9:00 a.m. IST) and ends on Wednesday, March 16, 2022 (5:00 p.m. IST) the remote e-Voting module shall be disabled by NSDL after Wednesday, March 16, 2022 (5:00 p.m. IST). The instructions for remote e-Voting are annexed hereto.

Instructions for remote e-Voting:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

1. Login method for e-Voting for Individual shareholders holding securities in demat mode
   In terms of SEBI circular 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.

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