Indiabulls Real Estate : IBREL Postal Ballot Notice 17-04-2023

INDIABULLS REAL ESTATE LIMITED

CIN: L45101HR2006PLC095409

Registered Office: Office No 01-1001, WeWork, Blue One Square, Udyog Vihar Phase 4 Rd, Gurugram - 122016, Haryana

Email:helpdesk@indiabulls.com,Tel/Fax: 0124 5025020, Website:www.indiabullsrealestate.com

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 Members,

Notice is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read with the Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") and other applicable laws and regulations, read with the General Circulars No. 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 08, 2021, 3/2022 dated May 05, 2022, and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs ("MCA Circulars"), to transact the Special Business, set out in this Notice, as Special Resolutions, for passing by mean of Postal Ballot through voting by electronic means only ("remote E-votingor "E-Voting"), by the members of Indiabulls Real Estate Limited ("the Company" or "IBREL").

Members are requested to read the instructions in the Notes under the section "Procedure/Instructions for E-Voting". The communication of the assent or dissent of the Members would only take place through the remote e-voting system. In compliance with MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company's Registrar and Share Transfer Agent (RTA)/Depositories. If Member's e-mail address is not registered with the RTA/Depositories, then please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for e-voting. An Explanatory Statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Notice.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Company has appointed Ms. Riya Luthra (Membership No. A-53802, CP No. 24472), Managing Partner of M/s MARG & Associates, Company Secretaries, New Delhi, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. She has communicated her willingness to be appointed and will be available for the said purpose.

The e-voting period commences at 10:00 a.m. on Wednesday, April 19, 2023 and will end on 5:00 p.m. on Thursday, May 18, 2023 and thereafter the e-voting module shall be disabled for voting. The Scrutinizer, after completion of scrutiny, will submit her report to the Company on or before Saturday, May 20, 2023. The result of the Postal Ballot will be announced on or before Saturday, May 20, 2023 at the Company's registered office. In addition to the results being communicated to Stock Exchanges, the results along with Scrutinizer's report will also be placed on Company's website i.e. www.indiabullsrealestate.comand the website of the Company's Registrar & Share Transfer Agent - KFin Technologies Limited (KFINTECH) i.e. https://evoting.kfintech.com and shall also be displayed at the Company's Registered Office.

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SPECIAL BUSINESS:

Item No. 1:

Approval to the appointment of Mr. Sachin Shah (DIN: 00387166), as an Executive Director & Key Managerial Personnel of the Company, for a period of five years, with effect from February 27, 2023:

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

"RESOLVED THAT pursuant to applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), Mr. Sachin Shah (DIN: 00387166), be and is hereby appointed as a director, liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 (Act) read with Schedule V to the Act and applicable Rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), consent of the members be and is hereby accorded to the appointment of Mr. Sachin Shah (DIN: 00387166), as an Executive Director & Key Managerial Personnel of the Company, for a period of five years, with effect from February 27, 2023, at a remuneration, as may be recommended by the Nomination & Remuneration Committee and approved by the Board of Directors of the Company (the Board) from time to time, during his said tenure, which shall be within the overall ceiling of remuneration prescribed in the Act read with Schedule V and applicable Rules thereto, as amended from time to time.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things including modification of terms and conditions of his appointment and/or remuneration, as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the aforesaid authorization, without being required to seek any fresh approval from the members of the Company."

Item No. 2:

Approval to the appointment of Mr. Javed Faizullah Tapia (DIN: 00056420), as an Independent Director:

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, 152 and 160 and any other applicable provisions of the Companies Act, 2013 (the "Act") including Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company, Mr. Javed Faizullah Tapia (DIN: 00056420), be and is hereby appointed as an Independent Director of the Company, with effect from February 27, 2023, for a term of 3 (three) years i.e. from February 27, 2023 up to February 26, 2026 AND THAT he shall not be liable to retire by rotation."

Item No. 3:

Approval to the appointment of Mr. Shyamm Mariwala (DIN: 00350235), as an Independent Director:

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, 152 and 160 and any other applicable provisions of the Companies Act, 2013 (the "Act") including Companies (Appointment

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and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company, Mr. Shyamm Mariwala (DIN: 00350235), be and is hereby appointed as an Independent Director of the Company, with effect from March 01, 2023, for a term of 3 (three) years i.e. from March 1, 2023 up to February 28, 2026 AND THAT he shall not be liable to retire by rotation."

Item No. 4:

Approval to the appointment of Ms. Tarana Suresh Lalwani (DIN: 01940572), as an Independent Director:

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, 152 and 160 and any other applicable provisions of the Companies Act, 2013 (the "Act") including Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV to the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company, Ms. Tarana Suresh Lalwani (DIN: 01940572), be and is hereby appointed as an Independent Director of the Company, with effect from March 01, 2023, for a term of 3 (three) years i.e. from March 1, 2023 up to February 28, 2026 AND THAT she shall not be liable to retire by rotation."

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NOTES:

1. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 setting out all material facts and reasons for all the aforesaid special business is annexed hereto.
2. In compliance with Sections 108 and 110 of the Act and Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electronically through e-voting facility provided by KFINTECH. The instructions for electronic voting are annexed to this Notice.
3. In compliance with MCA Circulars and in conformity with the applicable regulatory requirements, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with their depository participants (in case of shares held in demat form) or with the Company's Registrar & Share Transfer Agent (in case of shares held in physical form), as on Friday, April 14, 2023 (cut-off date).
4. Members may note that this Postal Ballot Notice will also be available on the Company's website atwww.indiabullsrealestate.com, respective websites of NSE and BSE and on the website of Registrar and Share Transfer Agent at KFINTECH at https://evoting.kfintech.com.
5. Voting rights of the Members shall be reckoned on the paid-up value of shares registered in the name of the member(s) as on the said cut-off date.
6. Only a member holding shares as on the cut-off date is entitled to exercise vote through e-voting.
7. The Company has appointed Ms. Riya Luthra (Membership No. A-53802, CP No. 24472), Managing Partner of M/s MARG & Associates, Company Secretaries, New Delhi, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
8. Members can cast their votes online from Wednesday, April 19, 2023 at 10:00 A.M. onwards till Thursday, May 18, 2023 upto 05:00 P.M. Since, the e-voting module shall be disabled for voting thereafter, no voting shall be allowed beyond 05:00 P.M. of Thursday, May 18, 2023. During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on the Cut-off date, may cast their vote electronically. For e-voting, please read carefully the
   "Procedure/instructions for e-voting" enumerated hereinbelow.
9. All material documents related to the abovementioned resolutions and explanatory statement are open for inspection at the Registered Office of the Company on all working days (except Saturday & Sunday) from 11:00 A.M. to 4:00 P.M. till Thursday, May 18, 2023.
10. Resolutions passed by the members through e-voting are deemed to have been passed as if they have been passed at a General Meeting of the Members subject to receipt of the requisite number of votes in favour of the resolution(s). The Scrutinizer's decision on the validity of e-voting shall be final.
11. The Scrutinizer will submit her report to the Chairperson/Executive Director after the completion of scrutiny on or before Saturday, May 20, 2023.
12. The Results shall be declared along with the Scrutinizers' Report on or before Saturday, May 20, 2023 at the Registered Office of the Company and shall also be placed on the Company's website atwww.indiabullsrealestate.comand on the website of KFINTECH at https://evoting.kfintech.com and shall be communicated to the Stock Exchanges wherein the Company's shares are listed.
13. The Resolution(s), if passed by requisite majority, will be deemed to be passed on the last date specified for remote e-voting i.e. Thursday, May 18, 2023.

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1. Members who have registered their email IDs for receipt of documents in electronic form under the Green Initiative of the Ministry of Corporate Affairs are being sent this Postal Ballot Notice by e- mail to their email addresses registered with their Depository Participants / the Company's RTA. In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "LODR Regulations") and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.
2. "PROCEDURE/INSTRUCTIONS FOR E-VOTING" is as under:

Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access to KFintech e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.

Details on Step 1 are mentioned below:

Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

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