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Jammu & Kashmir Bank Limited Corporate Headquarters T +91 (0)194 248 3775 W www.jkbank.

com
M A Road, Srinagar 190001 F +91 (0)194 248 1928 Eboard.sectt@jkbmail.com
Kashmir, India
CIN: L65110JK1938SGC000048

Board Secretariat
Ref. No. JKB/BS/F3652/2023/278
Dated: 27th February, 2023

National Stock Exchange of India Limited The BSE Limited


Exchange Plaza 5th Floor Phiroze Jeejeebhoy Towers
Plot No. C/1 G-Block Dalal street
Bandra Kurla Complex Mumbai – 400 001
Bandra (E) Mumbai – 400 051 Scrip Code:532209
Symbol: J&KBANK

Sub:- Submission of Proceedings of the Postal Ballot pursuant to Regulation 30 of Securities


and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Dear Sirs,
In continuation to our letter no. JKB/BS/F3652/2023/276 dated 27th February, 2023 regarding
declaration of result of Postal Ballot and pursuant to the requirement specified under Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please
find enclosed herewith the copy of the proceedings of the Postal Ballot concluded on February 26,
2023.

This is for your information and appropriate dissemination.

Thanking you

Yours faithfully
For Jammu and Kashmir Bank Limited
MOHAMMA
Digitally signed by MOHAMMAD SHAFI MIR
DN: c=IN, o=Personal,
2.5.4.20=f967bd71f559747b387d419e56605e9e342b989bde651
ebf36672be670c15047, postalCode=191131, st=JAMMU
KASHMIR,

D SHAFI MIR
serialNumber=66e7c458fadfd58d0b1e3af6cfa93526782626d2f4
a82a11e8de9af7cbcce6cd, cn=MOHAMMAD SHAFI MIR,
l=SRINAGAR, pseudonym=2e79a601081548dc968229f37ffd6fc3,
email=SHAFI489@GMAIL.COM
Date: 2023.02.27 17:45:03 +05'30'

(Mohammad Shafi Mir)


Company Secretary
PROCEEDINGS OF POSTAL BALLOT IN RESPECT OF THE ORDINARY AND SPECIAL RESOLUTIONS
PASSED BY WAY OF POSTAL BALLOT BY THE SHAREHOLDERS OF THE JAMMU & KASHMIR
BANK LIMITED ON FEBRUARY 26, 2023

The Bank had at the Board Meeting held on January 23, 2023 decided to obtain consent of the
Members of the Bank by way of Ordinary/Special Resolution for:

a. Regularisation of Additional Director, Mr. Sudhir Gupta (DIN: 09614492) as a Director on


the Board of the Bank.
b. Regularisation of Additional Director, Ms. Shahla Ayoub (DIN: 09834993) as an
Independent Director on the Board of the Bank.
c. Issue of Shares to Employees and Whole-Time Directors of the Bank.

through Postal Ballot under Section 108 and Section 110 of the Companies Act, 2013 read with
Rule 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, read with the
Circular No. 14/2020 , 03/2022 and 11/2022 dated 08th April, 2020, 05th May, 2022 and
28th December 2022 respectively issued by the Ministry of Corporate Affairs (“MCA”)
(hereinafter collectively referred to as “MCA Circulars”), and Regulation 44 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and other applicable provisions of the Act, rules, circulars and notifications issued
thereunder, including any statutory modifications or re-enactment thereof for the time being
in force and as amended from time to time.
The Postal Ballot notice dated January 27, 2023 for seeking consent of the Members for the
ordinary/special resolutions as provided therein was sent electronically to the Members of the
Bank whose names appeared on the Register of Members/List of Beneficial Owners as on January
20, 2023.
As per the aforementioned MCA Circulars and on account of the COVID-19 pandemic, physical
copies of the Notice, postal ballot forms and pre-paid Business Reply Envelopes were not sent
to the Members for this Postal Ballot. Members were requested to provide their assent or
dissent through e-voting only. For this purpose, the Bank had utilised the services of its Registrar
and Share Transfer Agent M/s KFin Technologies Limited for facilitating e-voting to enable the
Members to cast their votes electronically.
The dispatch of notice of postal ballot was completed on January 27, 2023 by electronic mode
only and the period for voting commenced at 0900 hours (IST) on January 28, 2023 and ended
at 1700 hours (IST) on February 26, 2023.
The Bank had appointed Mr. Ghulam Jeelani Reshi, Practicing Company Secretary, to act as the
Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

Result of the Postal Ballot


The Scrutinizer carried out the scrutiny of e-voting upto 1700 hours (IST) on February 26, 2023
and submitted the report on February 27, 2023. The results of the Postal Ballot declared by the
Scrutinizer are as below:

Proceedings of Postal Ballot | 1


SPECIAL/ORDINARY RESOLUTIONS:
RESOLUTION NO. 01
REGULARISATION OF ADDITIONAL DIRECTOR, MR. SUDHIR GUPTA (DIN: 09614492) AS A DIRECTOR
ON THE BOARD OF THE BANK
To consider and if thought fit, to pass with or without modification(s), the following Resolution as an
Ordinary Resolution:
“RESOLVED that in accordance with the applicable provisions of the Companies Act, 2013,
Banking Regulations Act, 1949 and other applicable regulatory provisions {including any
statutory modification(s) or re-enactment(s) thereof, for the time being in force} and
consequent upon the approval from the Reserve Bank of India for the appointment of Mr. Sudhir
Gupta (DIN: 09614492) as an Executive Director of the Bank for a period of three years w.e.f
December 14, 2022 to December 12, 2025 and who was appointed as an Additional Director by
the Board in its meeting held on December 14, 2022 under section 161 of the Companies Act,
2013 read with Article 78 of the Articles of Association of the Bank, be and is hereby appointed,
as a Whole Time Director designated as Executive Director on the Board of Directors of the
Bank, the period of whose office shall be liable to retire by rotation, on the terms and
conditions and remuneration as approved by the Reserve Bank of India.”
Resolution required: ORDINARY - REGULARISATION OF ADDITIONAL DIRECTOR, MR. SUDHIR GUPTA (DIN: 09614492) AS A DIRECTOR ON THE BOARD OF THE BANK
(Ordinary/ Special)
Whether promoter/
promoter group are
interested in the
agenda/resolution? No
% of Votes
Polled on
outstanding % of Votes in % of Votes
No. of shares No. of Votes favour on votes against on votes
shares held No. of votes (3)=[(2)/(1)]* – in favour No. of Votes polled polled
Category Mode of Voting (1) polled (2) 100 (4) – against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

E-Voting 654098280 100.0000 654098280 0 100.0000 0.0000


Poll 654098280 0 0.0000 00 0 0.0000 0.0000
Promoter and Promoter
Group Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 15611455 50.1582 15611455 0 100 0.0000
Poll 31124449 0 0.0000 00 0 0.0000 0.0000
Public- Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 280198 0.1014 216976 63222 77.4367 22.5633
Poll 276257132 0 0.0000 00 0 0.0000 0.0000
Public- Non Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
Total 961479861 669989933 69.6832 669926711 63222 99.9906 0.0094

Result:
As the number of votes cast in favor of the resolution is 99.99% and the votes cast against the
resolution is 0.01%. The Ordinary Resolution No. 1 as set out in the Postal Ballot notice dated 27th
January, 2023 has been passed by the Members by requisite majority.

RESOLUTION NO. 02
REGULARISATION OF ADDITIONAL DIRECTOR, MS. SHAHLA AYOUB (DIN: 09834993) AS AN
INDEPENDENT DIRECTOR ON THE BOARD OF THE BANK
To consider and if thought fit, to pass with or without modification(s), the following resolution as a
Special Resolution:

Proceedings of Postal Ballot | 2


“RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 and other
applicable 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 subject to Section 10A(2A)(i) of the Banking Regulation Act, 1949, Ms.
Shahla Ayoub (DIN: 09834993), who was appointed as an Additional Director of the Bank with
effect from December 26, 2022, pursuant to Section 161 of the Act and Article 78 of the
Articles of Association of the Bank and who has submitted a declaration that she meets the
criteria of Independence as provided under the Act and the Listing Regulations, be and is
hereby, appointed as an Independent Director of the Bank not liable to retire by rotation to
hold office for a term of upto 3 (three) consecutive years with effect from December 26, 2022
to December 25, 2025.”
Resolution required:
(Ordinary/ Special) SPECIAL - REGULARISATION OF ADDITIONAL DIRECTOR, MS. SHAHLA AYOUB (DIN: 09834993) AS AN INDEPENDENT DIRECTOR ON THE BOARD OF THE BANK.
Whether promoter/
promoter group are
interested in the
agenda/resolution? No
% of Votes
Polled on
outstanding % of Votes in % of Votes
No. of shares No. of Votes favour on votes against on votes
shares held No. of votes (3)=[(2)/(1)]* – in favour No. of Votes polled polled
Category Mode of Voting (1) polled (2) 100 (4) – against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-Voting 654098280 100.0000 654098280 0 100.0000 0.0000
Poll 654098280 0 0.0000 00 0 0.0000 0.0000
Promoter and Promoter
Group Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 15611455 50.1582 15611455 0 100.00 0.0000
Poll 31124449 0 0.0000 00 0 0.0000 0.0000
Public- Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 280188 0.1014 200276 79912 71.4791 28.5209
Poll 276257132 0 0.0000 00 0 0.0000 0.0000
Public- Non Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
Total 961479861 669989923 69.6832 669910011 79912 99.9881 0.0119

Result:
As the number of votes cast in favor of the resolution is 99.99% and the votes cast against the
resolution is 0.01%. The Special Resolution No. 2 as set out in the Postal Ballot notice dated 27th
January, 2023 has been passed by the Members by requisite majority.

RESOLUTION NO. 03

ISSUE OF SHARES TO EMPLOYEES AND WHOLE-TIME DIRECTORS OF THE BANK

To consider and if thought fit, to pass with or without modification(s), the following resolution as a
Special Resolution:

"RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 as amended from
time to time and subject to the approvals, consents, permissions and sanctions, if any, of the
Reserve Bank of India ("RBI"), the Securities and Exchange Board of India ("SEBI"), Stock
Exchange (s) on which Bank's equity shares are listed, wherever applicable and/or any other
authority as may be required in this regard and subject to such terms, conditions and
modifications thereto as may be prescribed by them in granting such approvals and which may

Proceedings of Postal Ballot | 3


be agreed to by the Board of Directors of the Bank and subject to the provisions of SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, guidelines, if any, prescribed
by the RBI, SEBI, and all other relevant authorities, notifications/circulars and clarifications
under the Banking Regulation Act, 1949, Securities and Exchange Board of India Act, 1992 and
all other applicable laws from time to time and subject to the provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) as amended
upto date, and subject to any applicable approval(s), permission(s) and sanction(s), at any
stage, of any authority and subject to any condition(s) and modification(s) as may be
prescribed or imposed by such authorities while granting such approval(s), permission(s) and
sanction(s) and which may be agreed to and accepted by the Board of Directors of the Bank,
the consent of the shareholders of the Bank be and is hereby accorded to the Board of
Directors of the Bank (hereinafter referred to as (“the Board”) which shall be deemed to
include a committee which the Board may have constituted or / may constitute, to exercise
its powers including the powers conferred by this resolution) to create, grant, offer, issue and
allot, in one or more tranches, to such employees, which expression shall include the
Managing Director & Chief Executive Officer and Executive Director (“The Employees”), as
may be decided by the Board, aggregating up to 70000000 (Seven Crore) new equity shares of
face value of Re. 1/- (Rupee One only) each, ranking pari passu with the existing equity shares
of the Bank for all purposes and in all respects, including payment of dividend, under J&K
Bank Employee Stock Purchase Scheme, 2023 (hereinafter referred to as “JKBESPS 2023, at
such price or prices, and on such terms and conditions as may be decided by the Board in its
absolute discretion.

RESOLVED FURTHER THAT the Bank shall conform to the accounting policies as specified in
Regulation 15 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
or any statutory modification (s), amendment (s) or re-enactment thereof.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for
the listing of the equity shares issued and allotted under the “JKBESPS 2023”, on the stock
exchanges where the shares of the Bank are listed, as per the applicable guidelines, rules,
and regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorised to implement, formulate,
evolve, decide upon and bring into effect the “JKBESPS 2023” on such terms and conditions
as may be decided by the Board and to make any modification(s), change(s), variation(s),
alteration(s) or revision(s) in the terms and conditions of the “JKBESPS 2023”, from time to
time, including but not limited to, amendment(s) with respect to price, period, eligibility
criteria or to suspend, withdraw, terminate or revise the “JKBESPS 2023” in such manner as
the Board may determine in its sole discretion and also to settle all questions, difficulties or
doubts that may arise in relation to the implementation of the “JKBESPS 2023” and to the
shares to be issued pursuant to the proposed “JKBESPS 2023” without being required to seek
any further consent or approval of the Shareholders or otherwise to the end and intent that
the Shareholders shall be deemed to have given their approval thereto expressly by authority
of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of
the powers herein conferred on it, to the Committee (s) of Directors, the Managing Director
& Chief Executive Officer, or such other officer (s) of the Bank as it may deem fit to give
effect to the aforesaid Resolutions in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 and other applicable laws, rules and
regulations.”

Proceedings of Postal Ballot | 4


Resolution required:
(Ordinary/ Special) SPECIAL- ISSUE OF SHARES TO EMPLOYEES AND WHOLE-TIME DIRECTORS OF THE BANK.
Whether promoter/
promoter group are
interested in the
agenda/resolution? No
% of Votes
Polled on
outstanding % of Votes in % of Votes
shares No. of Votes favour on votes against on votes
No. of shares No. of votes (3)=[(2)/(1)]* – in favour No. of Votes polled polled
Category Mode of Voting held (1) polled (2) 100 (4) – against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-Voting 654098280 100.0000 654098280 0 100.0000 0.0000
Promoter and Promoter Poll 654098280 0 0.0000 00 0 0.0000 0.0000
Group Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 15611455 50.1582 8540000 7071455 54.7034 45.2966
Poll 31124449 0 0.0000 00 0 0.0000 0.0000
Public- Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 287116 0.1039 201963 85153 70.3420 29.6580
Poll 276257132 0 0.0000 00 0 0.0000 0.0000
Public- Non Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
Total 961479861 669996851 69.6839 662840243 7156608 98.9318 1.0682

Result:
As the number of votes cast in favor of the resolution is 98.93% and the votes cast against the
resolution is 1.07%. The Special Resolution No. 3 as set out in the Postal Ballot notice dated 27th
January, 2023 has been passed by the Members by requisite majority.

Mohammad Shafi Mir


Company Secretary
Place: Srinagar
Date: February 27, 2023

Proceedings of Postal Ballot | 5


Jammu & Kashmir Bank Limited Corporate Headquarters T +91 (0)194 248 3775 W www.jkbank.com
M A Road, Srinagar 190001 F +91 (0)194 248 1928 E board.sectt@jkbmail.com
Kashmir, India
CIN: L65110JK1938SGC000048

Board Secretariat

Ref:-JKB/BS/F3652/2023/276
Date: 27th February, 2023

National Stock Exchange of India Limited The BSE Limited


Exchange Plaza 5th Floor Phiroze Jeejeebhoy Towers
Plot No. C/1 G-Block Dalal street
Bandra Kurla Complex Mumbai – 400 001
Bandra (E) Mumbai – 400 051 Scrip Code: 532209
Symbol: J&KBANK

Sub:- Results of Postal Ballot of Jammu & Kashmir Bank Limited (the “Bank”) alongwith
the report of Scrutinizer

Dear Sirs,

We refer to our letter no. JKB/BS/F3652/2023/250 dated January 27, 2023 submitting copy of
Postal Ballot Notice dated January 27, 2023 and pursuant to Regulation 44(3) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,
please be informed that all the resolutions set out in the Postal Ballot Notice dated January
27, 2023 have been passed by the Members of the Bank through remote e-voting with the
requisite majority.

In this regard, the results (as per Annexure I) of aforesaid Postal Ballot along with a copy of
Scrutinizer’s Report is attached.

This is for your information and appropriate dissemination.

Thanking you

Yours faithfully

For Jammu and Kashmir Bank Limited


MOHAMMAD Digitally signed by MOHAMMAD SHAFI MIR
DN: c=IN, o=Personal,
2.5.4.20=f967bd71f559747b387d419e56605e9e342b989bde651ebf36672be670c15047,
postalCode=191131, st=JAMMU KASHMIR,

SHAFI MIR
serialNumber=66e7c458fadfd58d0b1e3af6cfa93526782626d2f4a82a11e8de9af7cbcce6cd,
cn=MOHAMMAD SHAFI MIR, l=SRINAGAR,
pseudonym=2e79a601081548dc968229f37ffd6fc3, email=SHAFI489@GMAIL.COM
Date: 2023.02.27 16:15:42 +05'30'

(Mohammad Shafi Mir)


Company Secretary

Encl: As above
Jammu & Kashmir Bank Limited Corporate Headquarters T +91 (0)194 248 3775 W www.jkbank.com
M A Road, Srinagar 190001 F +91 (0)194 248 1928 E board.sectt@jkbmail.com
Kashmir, India
CIN: L65110JK1938SGC000048

Board Secretariat
ANNEXURE I

VOTING RESULTS – POSTAL BALLOT

Company Name JAMMU AND KASHMIR BANK LIMITED


Date of the AGM/EGM
Total number of shareholders on
record date 171148
No. of shareholders present in
the meeting either in person or
through proxy:
Promoters and Promoter Group:
Public:
No. of Shareholders attended the
meeting through Video
Conferencing
Promoters and Promoter Group: 0
Public: 0

Resolution required: ORDINARY - REGULARISATION OF ADDITIONAL DIRECTOR, MR. SUDHIR GUPTA (DIN: 09614492) AS A DIRECTOR ON THE BOARD OF THE BANK
(Ordinary/ Special)
Whether promoter/
promoter group are
interested in the
agenda/resolution? No
% of Votes
Polled on
outstanding % of Votes in % of Votes
No. of shares No. of Votes favour on votes against on votes
shares held No. of votes (3)=[(2)/(1)]* – in favour No. of Votes polled polled
Category Mode of Voting (1) polled (2) 100 (4) – against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100

E-Voting 654098280 100.0000 654098280 0 100.0000 0.0000


Poll 654098280 0 0.0000 00 0 0.0000 0.0000
Promoter and Promoter
Group Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 15611455 50.1582 15611455 0 100 0.0000
Poll 31124449 0 0.0000 00 0 0.0000 0.0000
Public- Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 280198 0.1014 216976 63222 77.4367 22.5633
Poll 276257132 0 0.0000 00 0 0.0000 0.0000
Public- Non Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
Total 961479861 669989933 69.6832 669926711 63222 99.9906 0.0094

Resolution required: SPECIAL - REGULARISATION OF ADDITIONAL DIRECTOR, MS. SHAHLA AYOUB (DIN: 09834993) AS AN INDEPENDENT DIRECTOR ON THE BOARD OF THE
(Ordinary/ Special) BANK.
Whether promoter/
promoter group are
interested in the
agenda/resolution? No
% of Votes
Polled on
outstanding % of Votes in % of Votes
No. of shares No. of Votes favour on votes against on votes
shares held No. of votes (3)=[(2)/(1)]* – in favour No. of Votes polled polled
Category Mode of Voting (1) polled (2) 100 (4) – against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-Voting 654098280 100.0000 654098280 0 100.0000 0.0000
Poll 654098280 0 0.0000 00 0 0.0000 0.0000
Promoter and Promoter
Group Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 15611455 50.1582 15611455 0 100.00 0.0000
Poll 31124449 0 0.0000 00 0 0.0000 0.0000
Public- Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 280188 0.1014 200276 79912 71.4791 28.5209
Poll 276257132 0 0.0000 00 0 0.0000 0.0000
Public- Non Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
Total 961479861 669989923 69.6832 669910011 79912 99.9881 0.0119
Jammu & Kashmir Bank Limited Corporate Headquarters T +91 (0)194 248 3775 W www.jkbank.com
M A Road, Srinagar 190001 F +91 (0)194 248 1928 E board.sectt@jkbmail.com
Kashmir, India
CIN: L65110JK1938SGC000048

Board Secretariat

Resolution required:
(Ordinary/ Special) SPECIAL- ISSUE OF SHARES TO EMPLOYEES AND WHOLE-TIME DIRECTORS OF THE BANK.
Whether promoter/
promoter group are
interested in the
agenda/resolution? No
% of Votes
Polled on
outstanding % of Votes in % of Votes
shares No. of Votes favour on votes against on votes
No. of shares No. of votes (3)=[(2)/(1)]* – in favour No. of Votes polled polled
Category Mode of Voting held (1) polled (2) 100 (4) – against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-Voting 654098280 100.0000 654098280 0 100.0000 0.0000
Promoter and Promoter Poll 654098280 0 0.0000 00 0 0.0000 0.0000
Group Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 15611455 50.1582 8540000 7071455 54.7034 45.2966
Poll 31124449 0 0.0000 00 0 0.0000 0.0000
Public- Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
E-Voting 287116 0.1039 201963 85153 70.3420 29.6580
Poll 276257132 0 0.0000 00 0 0.0000 0.0000
Public- Non Institutions Postal Ballot (if applicable) 0 0.0000 00 0 0.0000 0.0000
Total 961479861 669996851 69.6839 662840243 7156608 98.9318 1.0682

Sd/-
Mohammad Shafi Mir
Company Secretary
FCS: 8516
Dated: 27-02-2022
COMPANY SECRETARIES

Scrutinizer’s Report
[Pursuant to Section(s) 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies
(Management and Administration) Rules, 2014 as amended from time to time]

To,
Managing Director and Chief Executive Officer
Jammu and Kashmir Bank Limited
(CIN: L65110JK1938SGC000048)
Registered Office: M.A. Road,
Srinagar Jammu and Kashmir - 190001

Dear Sir,

1. I, Ghulam Jeelani Reshi, a Company Secretary in Practice, Proprietor of M/s Reshi and Associates,
having its office at 3rd Floor, Jeelan Shopping Mall, Sarai Payeen Near Aksa Mall, Srinagar
appointed as Scrutinizer by the Board of Directors of Jammu & Kashmir Bank Limited (’the
Company’) in their meeting held on 23rd January, 2023.

2. I submit my report as under:

As per the Circular No. 14/2020 , 03/2022 and 11/2022 dated 08th April, 2020, 05th May, 2022
and 28th December 2022 respectively issued by the Ministry of Corporate Affairs (“MCA”)
(hereinafter collectively referred to as “MCA Circulars"), and Regulation 44 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
other applicable provisions of the Act, rules, circulars and notifications issued thereunder
(including any statutory modifications or re-enactment thereof for the time being in force and
as amended from time to time), the Company has sent the Postal Ballot Notice dated January
27, 2023 on January 27, 2023 by email only to the members whose email ids were available with
the Depositories/RTA. The notice of postal ballot was sent to the members whose name(s)
appeared on the Register of Members / List of Beneficial Owners as received from National
Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on
cut off date i.e., Friday, January 20, 2023.

3. The Company had offered e-voting facility to its Members for casting their votes electronically.
The e-voting process commenced on Saturday, January 28, 2023 at 0900 hours 1ST and ends on
Sunday, February 26, 2023 at 1700 hours 1ST.

Office- 3rd Floor, Jeelan Shopping Mall, Sarai Payeen Wear Aksa Mall, Srinagar Jammu & Kashmir-190001
M: 9906772505, 7006692593 | Email: cs.ieelan@gmail.com | Web: www.reshiandassociates.com
5. Since there was no voting by physical postal ballot form, the question of keeping them under
safe custody before commencing the scrutiny does not arise.

6. The votes cast through electronic means were unblocked on 26th February, 2023 at 07:30 P.M.

7. Votes cast through electronic means were scrutinized and the shareholding was matched /
confirmed with the Register of Members of the Bank / list of beneficiaries as on Friday, January
20, 2023.
8. Votes cast through electronic means upto 5.00 P.M. on February 26, 2023 being the last time and
date fixed by the Bank for voting through electronic means were considered for my scrutiny.

9. Since the voting on Postal Ballot process was conducted only through e-voting, reporting on
number of envelopes containing postal ballot form received after due date and upto the date of
this report does not arise.

10. Since the voting on Postal Ballot process was conducted only through e-voting, reporting on
number of envelopes containing postal ballot forms returned undelivered also does not arise.

11. Since the voting on Postal Ballot process was conducted only through e-voting, reporting on
finding of defaced or mutilated ballot paper too does not arise.

12. A summary of votes cast through electronic means is given in Annexure -1

13. The Company has published an advertisement on January 28, 2023 regarding completion of
dispatch of Postal Ballot Notice to eligible members in English Daily “THE HINDU" (Delhi & Mumbai
Edition), “KASHMIR AGE” and TAMEEL-I-IRSHAD editions respectively.

14. The electronic voting process was monitored through the scrutinizer’s secured link provided by
M/s KFin Technologies Limited E-voting website viz., https://evoting.kfintech.com .

15. As on Friday, January 20, 2023 (“cut- off date”), the Issued and Subscribed Capital of the
Company was Rs.96,16,97,861/- (Rupees Ninety Six Crore Sixteen Lac Ninety Seven Thousand
Eight Hundred and Sixty One Only). The Paid up Capital was Rs.96,14,79,861/- (Rupees Ninety
Six Crore Fourteen Lac Seventy Nine Thousand Eight Hundred and Sixty One Only) divided into
96,14,79,861 (Ninety Six Crore Fourteen Lac Seventy Nine Thousand Eight Hundred and Sixty One)
fully paid equity shares of face value of Re.1/- (Rupees One Only) each. The e-voting results
were obtained from M/s KFin Technologies Limited e-voting website
(www.evoting.kfmtech.com) have been incorporated in this Report.
Annexure -1
ORDINARY RESOLUTION NO. 1 - REGULARISATION OF ADDITIONAL DIRECTOR, MR. SUDHIR GUPTA
(DIN: 09614492) AS A DIRECTOR ON THE BOARD OF THE BANK:

S.No. Particulars E-Voting % of total equity paid-up


capital as on cut-off date
(i.e, 20th January, 2023)
No. of members No. of votes cast
voted through e- through evoting
>
voting system system (Equity shares
of Re. 1/-each)
(a) Total e-votes received 304 66,99,98,467 69.68

(b) Less: Invalid e-votes 9 8,328 0.00


(as per register)
[No. of shares including cases
where less votes casted and
abstained from voting]
(c) *Net valid e-votes 295 66,99,90,139 69.68
(as per register)
(d) e-votes with assent for the 271 66,99,26,711 99.9892
Resolution as a percentage of
net valid e-votes
(e) e-votes with dissent for the 24 63,222 0.0094
Resolution as a percentage of
net valid e-votes

Result:
As the number of votes cast in favor of the resolution is 99.99% and the votes cast against the
resolution is 0.01%. I report that the Ordinary Resolution No. 1 as set out in the Postal Ballot
Notice dated 27th January, 2023 has been passed by the Members by requisite majority.
SPECIAL RESOLUTION NO. 2 - REGULARISATION OF ADDITIONAL DIRECTOR, MS. SHAHLA AYOUB
(DIN: 09834993) AS AN INDEPENDENT DIRECTOR ON THE BOARD OF THE BANK:

S.No. Particulars E-Voting % of total equity paid-up


capital as on cut-off date
(i.e, 20th January, 2023)
No. of members No. of votes cast
voted through e- through evoting
voting system system (Equity shares
of Re. 1 /-each)
(a) Total e-votes received 304 66,99,98,467 69.68
(b) Less: Invalid e-votes 9 8,328 0.00
(as per register)
[No. of shares including cases
where less votes casted and
abstained from voting]
(c) *Net valid e-votes 295 66,99,90,139 69.68
(as per register)
(d) e-votes with assent for the 260 66,99,10,011 99.9867
Resolution as a percentage of
net valid e-votes
(e) e-votes with dissent for the 35 79,912 0.0119
Resolution as a percentage of
net valid e-votes

Result:
As the number of votes cast in favor of the resolution is 99.99% and the votes cast against the
resolution is 0.01%. I report that the Special Resolution No. 2 as set out in the Postal Ballot Notice
dated 27th January, 2023 has been passed by the Members by requisite majority.
SPECIAL RESOLUTION NO. 3 - ISSUE OF SHARES TO EMPLOYEES AND WHOLE-TIME DIRECTORS OF
THE BANK:

S.No. Particulars E-Voting % of total equity paid-up


capital as on cut-off date
(i.e, 20th January, 2023)
No. of members No. of votes cast
voted through e- through evoting
voting system system (Equity shares
of Re. 1/-each)
(a) Total e-votes received 304 66,99,98,467 69.68

(b) Less: Invalid e-votes 10 1,410 0.00


(as per register)
[No. of shares including cases
where less votes casted and
abstained from voting]
(c) *Net valid e-votes 294 66,99,97,057 69.68
(as per register)
(d) e-votes with assent for the 227 66,28,40,243 98.9316
Resolution as a percentage of
net valid e-votes
(e) e-votes with dissent for the 67 71,56,608 1.068
Resolution as a percentage of
net valid e-votes

Result:
As the number of votes cast in favor of the resolution is 98.93% and the votes cast against the
resolution is 1.07%. I report that the Special Resolution No. 3 as set out in the Postal Ballot Notice
dated 27th January, 2023 has been passed by the Members by requisite majority.
16. Resolution No. 1, 2 and 3 contained in the notice of Postal Ballot have been passed with
requisite majority.

17.1 had emailed all the e-registers and records relating to e-voting for the safe custody of the
Company Secretary.

18. You may accordingly declare the result on the e-voting done by the members of the Company
on the resolutions mentioned in the Postal Ballot Notice dated January 27, 2023.

For Reshi & Associates


Company Secretaries

Place: Srinagar
Date: 27th February, 2023

C. P. No. 10020
UDIN: F008720D003203758

Counter Signed by
For Jammu and Kashmir Bank Limited

^Baldev Prakash
Managing Director and Chief Executive Officer
DIN: 09421701
JlQtYFpe & INDUSTR'ES LTD.

JKTIL:SECTL:SE:2023 Date: 27th February 2021

BSE Ltd. National Stock Exchange of lndia Ltd.


Phiroze Jeejeebhoy Towers, Exchange Plaza, C -1, Block G,
Dalal Street, Bandra -Kurla Complex,
Mumbai-400 00'l . Bandra (E), Mumbai -400 OS1.

Scrip Code: 530007 Scrip Code: JKTYRE

Dear Sir,

Re.

(1) This is further to our letter dated


Notice dated 3'd February 202J ol Exlra
held on 6th March 2023 1l at
Conferencing(VC)/Other Audio Visual M

(2) we now submit herewith corrigendum dated 27rh February 2023


ro the said
Notice of the EGM. This corrigendum is arso being sent
to the Members of the
Company and shall form an integral part of the Notice of the EGM.

copy of the said corrigendum to the EGM Notice is also


uploaded on the
website of the Company i.e. www.jktvre.com,

Thanking you,
yours faithfully,
For JK Tyre & lndustries Ltd.
Digitally signed by
Pawan Kumar Pawan Kumar Rustagi
Rustagi Date: 2023.02.27
14:15:39 +05'30'

(pK Rustagi)
Vice President (Legal) & Company Secretary
Encl: As Above

Admin. Off.: 3, Bahadur Shah Zahr arg, l{ew Delhi.l10 002, Far: 91.11.23322059, phone: 91.11.6600i1i2, 66001122
Regd ofi.:Jaykaygram,P0-TyreFactory,Kankroli-313342(Raiasthan),Fax:02952-232018,ph:02952,233400/233000
Website :www.iktyre com C lN : 167120RJ 1951 p1C045966
VIKRANT
3, Bahadur Shah Zafar Marg, New Delhi-110 002

Corrigendum to the Notice of the Extra-ordinary General Meeting


to be held on Monday, 6th March, 2023

1) JK Tyre & Industries Ltd. had issued NOTICE dated 3rd February 2023 for an Extra-
ordinary General Meeting (EGM) to be held on Monday, 6th March, 2023 at 11:00 A.M. IST
through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”), to transact the business
stated therein.
In respect of the Resolution proposed for consideration and passing as a Special Resolution, the
Company had appended Statement under Section 102 of the Companies Act, 2013. This
Statement has been amended as under:
(i) In the said Statement, ‘Objects of the Preferential Issue’ were stated under para (C)a).
The Members of the Company are requested to note that the said ‘Objects of the Preferential
Issue’ has been amended and accordingly the said para (C)a) stands substituted by the
following:
“Objects of the Preferential Issue: The Company proposes to utilise the proceeds of the issue
as follows: (i) upto Rs.180.0 Crores for funding capital expenditure for expansion of
manufacturing capacities of the Company, including by way of investment in Cavendish
Industries Ltd. (a subsidiary) also for expansion of manufacturing capacities, which will
tentatively be utilised by 31st March 2025; and (ii) upto Rs. 60.0 Crores for general corporate
purposes which will be utilised tentatively by 31st December 2023.
Further, till the time funds are utilised for aforesaid purposes, the Company will park the
issue proceeds in Cash Credit (CC) Accounts maintained with various banks, and to the
extent the funds are parked in the CC Accounts, the Company undertakes to set aside the
cash credit limit to that extent towards utilisation in accordance with the objects set out
above.
The fund requirements and proposed utilisation schedule above are based on current
general economic and market conditions and business needs, and the actual deployment of
funds at each stage will depend on a number of factors, including changes in costs, financial
condition, business and strategy or external circumstances such as financial and market
conditions, competitive environment, inflation, pandemic and related Government
requirements, employment and disposable income levels, demographic trends,
technological changes, changing customer preferences, interest or exchange rate
fluctuations and finance charges, increasing regulations or changes in government policies,
which may not be in Company’s control.”
(ii) In the said Statement under Section 102 of the Companies Act, 2013, para (A), ‘Pricing of
the Issue’ has also been amended. Accordingly, the said para (A)- ‘Pricing of the Issue’
stands substituted by the following:
“Pricing of the Issue: The CCDs are proposed to be issued at par, i.e., at face value of
Rs. 1,00,000/- per CCD. The said CCDs will be converted into Equity Shares at a
conversion price of Rs.180.50 per Equity Share. The conversion price has been determined
in accordance with the SEBI (ICDR) Regulations, which is not less than higher of the
following:
(i) 10 trading days volume weighted average prices of the related equity shares
quoted on a recognised stock exchange preceding the Relevant Date; or
(ii) the price determined under valuation report of an independent registered valuer.
A copy of the Addendum and the Valuation Report, both dated 23rd February 2023, of an
Independent Registered Valuer M/S Sujata Sharma (Registration No.
IBBI/RV/06/2019/12460) having its office at D 650, Saraswati Vihar, Pitampura, Delhi-
110034 has been also published on the website of the Company at www.jktyre.com, duly
approved by the Audit Committee of the Company.
As per the Articles of Association of the Company, the preferential issue of securities shall
be as per applicable provisions.
The conversion price has been determined on the basis of the valuation report of the Valuer,
which takes into consideration (i) and (ii) above.”
2) Accordingly, the ‘Objects of the Preferential Issue’ and the ‘Pricing of the Issue’ vi.e., para
(C)a) and para (A), respectively, of the Statement pursuant to Section 102 of the Companies Act,
2013, appended to the Notice of the EGM, dated 3rd February 2023, stand deleted and substituted
as aforesaid. The Corrigendum as aforesaid forms integral part of the EGM Notice dated
3rd February 2023. All other contents of the Notice of the EGM dated 3rd February 2023 remain
same as before. The Members are requested to take note.

Regd. Office: By Order of the Board


Jaykaygram, PO-Tyre Factory, For JK Tyre & Industries Ltd.
Kankroli - 313 342(Rajasthan)
Phone: 02952-233400/233000
Fax: 02952-232018
Email id: investorjktyre@jkmail.com
CIN: L67120RJ1951PLC045966 Pawan Kumar Rustagi
Website: www.jktyre.com Vice President (Legal)
Date: 27th February 2023 & Company Secretary

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