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Postal Ballot Notice February2025

Hindalco Industries Limited is conducting a postal ballot for the re-appointment of Mr. Praveen Kumar Maheshwari as Whole-time Director for a term of one year starting April 1, 2025. Members are required to vote electronically, with the remote e-voting period from February 14 to March 15, 2025. The notice includes details about the voting process, Mr. Maheshwari's qualifications, and proposed remuneration.

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0% found this document useful (0 votes)
35 views18 pages

Postal Ballot Notice February2025

Hindalco Industries Limited is conducting a postal ballot for the re-appointment of Mr. Praveen Kumar Maheshwari as Whole-time Director for a term of one year starting April 1, 2025. Members are required to vote electronically, with the remote e-voting period from February 14 to March 15, 2025. The notice includes details about the voting process, Mr. Maheshwari's qualifications, and proposed remuneration.

Uploaded by

xdqiy
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 18

HINDALCO INDUSTRIES LIMITED

Registered 21st Floor, One Unity Center, Senapati Bapat Marg, Prabhadevi, Mumbai – 400 013
Office: Tel: +91 22 6947 7000 / +91 22 6947 7150
Fax: +91 22 6947 7001 / +91 22 6947 7090
CIN: L27020MH1958PLC011238
E-mail: [email protected]
Website: www.hindalco.com

POSTAL BALLOT NOTICE


[02/FY2024-25: February 13, 2025]

Dear Member,

Notice is hereby given pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20
and Rule 22 of the Companies (Management and Administration) Rules, 2014 and other applicable
provisions of the Companies Act, 2013 [“Act”] including Rules made thereunder [“Rules”], Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI
Listing Regulations”], Secretarial Standard on General Meetings issued by the Institute of Company
Secretaries of India [“SS-2”] read with the guidelines prescribed by the Ministry of Corporate Affairs
[“MCA”] for holding general meetings / conducting postal ballot process through e-voting vide various
general circulars issued by MCA [“Circulars”], including any statutory modification(s) or amendment(s)
or re-enactment(s) thereof for the time being in force and subject to other applicable laws and
regulations. The Resolution, as appended below, is proposed to be passed by the Members via Postal
Ballot [through remote e-voting] and is followed by its Explanatory Statement(s) in terms of the provisions
of Section 102(1) and 110 of the Act, setting out details relating to special business to be transacted.

This Notice is being sent only through electronic mode to those Members whose e-mail addresses are
registered with the Company / Depositories / Registrar and Share Transfer Agent [“RTA”] 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 Friday, February 07, 2025 [“Cut-off date”]. Accordingly,
hard copy of the notice along with the 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.hindalco.com, 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 website of
the Registrar and Share Transfer Agent of the Company i.e., MUFG Intime India Private Limited
[formerly known as Link Intime India Private Limited] [“MIIPL/RTA”] at instavote.linkintime.co.in.

Remote e-voting: Members are requested to read the instructions in the Notes under the section
“Remote e-voting: Procedure” in this Notice to cast their vote(s) electronically. The details of the same
are as below:

Cut-off date : Friday, February 7, 2025


[for determining the Members entitled to vote on the
resolution set forth in this Notice]
Remote e-voting period Commences from : 9:00 a.m. IST, Friday, February 14, 2025
[During this period, Members of
the Company as on the cut-off Ends at : 5.00 p.m. IST, Saturday, March 15, 2025
date may cast their vote by
remote e-voting]
URL for remote e-voting: : a. InstaVOTE:
[Voting guidelines on page no. 8] instavote.linkintime.co.in

1
b. NSDL:
eservices.nsdl.com or
www.evoting.nsdl.com
c. CDSL:
web.cdslindia.com/myeasitoken/home
/login or www.cdslindia.com/

In case of any queries, you may refer the Frequently Asked Questions [FAQs] for Shareholders and
e-voting user manual for Members available at the download section of instavote.linkintime.co.in
[under help section] or write an e-mail to [email protected] or [email protected].

2
Special Business

Agenda Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Page 1 of 5
Director.

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

“RESOLVED THAT pursuant to the provisions of Sections 196 and 197 read with Schedule V of the
Companies Act, 2013, the Rules made thereunder and other applicable provisions of the Companies
Act, 2013 [including the rules, notifications, circulars, guidelines etc. issued thereunder] [“the Act”], the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI
Listing Regulations”] and other applicable provisions, if any, [including any statutory amendment(s) or
modification(s) or re-enactment(s) thereof, for the time being in force], and in line with the Memorandum & Articles
of Association of the Company and on the recommendation of the Nomination and 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], and Executive Remuneration Policy of the Company,
Mr. Praveen Kumar Maheshwari [DIN: 00174361], be and is hereby re-appointed as a Whole-time
Director of the Company, for a term of 1 [One] year commencing from April 1, 2025 until March 31,
2026 [both days inclusive], on the terms as to the remuneration or otherwise, as set out in the Explanatory
Statement and with authority to the Board to alter the said terms and conditions in such manner as
may be agreed to between the Board and Mr. Praveen Kumar Maheshwari in the best interest of the
Company subject to the limits approved by the Members and restrictions, if any, contained in the Act
or otherwise as may be permissible by law.

RESOLVED FURTHER THAT the Board and Key Managerial Personnel [except for Mr. Praveen Kumar
Maheshwari] be and are hereby severally authorized to do all such acts, deeds, matters and things as
may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the
resolution.”

Explanatory Statement and Additional Disclosures1

Current and Proposed Term

Mr. Maheshwari was re-appointed as a Whole-time Director on the Board for a period commencing
from April 1, 2024 until March 31, 2025.

Considering the extensive experience, leadership and significant contribution to the Company,
Mr. Maheshwari is proposed to be re-appointed as a Whole-time Director, for a period of 1 [One] year
with effect from April 1, 2025 until March 31, 2026 [both days inclusive] with the authority to either
party to terminate the appointment on 3 [Three] months’ notice in writing to the other, subject to the
approval of Members of the Company being sought via this postal ballot.

1
Pursuant to Section 102, 110 Of the Companies Act, 2013 and Regulation 36(3) Of SEBI Listing Regulations And SS-2.

3
Agenda Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Page 2 of 5
Director.

Purpose and Rationale for appointment

a) Brief Profile

i) Qualification:
• Chartered Accountant
• MBA, IIM - Ahmedabad
ii) Experience & Background:
Date of Birth/Age: February 18,
Over 40 years in areas of General Management and 1961 / 63 years
Finance, mergers & acquisitions, fund raising, investor Shareholding: 79,410
relations in India and global financial markets Number of Meetings attended
during FY 2025: 7/7* [Board]
4/4* [RM&ESG]
*till Feb 13, 2025

iii) Present Engagements: [Hindalco Industries Limited]


• Chief Financial Officer [since 2011];
• Whole-time Director on the Board [since 2016];
• Responsible for providing strategic leadership on all financial
matters across all operations with a focus on enhancing
shareholder value;
• Leads a strong financial organization and plays a key role in various strategic decisions of the
Company;
• Heads all IT and digital initiatives in Hindalco.

iv) Prior Engagements:


• Additional charge as Chief Executive Officer of the Company’s copper business [2019 to 2021];
• Group CFO and Executive Director, Finance: Bharat Forge Limited [2003 to 2011];
• Group Chief Financial Controller: Escorts Limited [1998-2003].

v) Contribution:
• Overseen significant progress and growth of Hindalco over the last 13 years through organic
and inorganic routes.
• Has overseen heavy investments by the Company into two large smelters and a large refinery.
• Catalyst in guiding the Company from a position of high leverage to a very comfortable
negative net debt to EBITDA ratio.
• Overseen prepayment of a large portion of its long-term debts ahead of schedule.
• Ensured maintenance of Company’s AA+ rating with the rating agencies.
• Recently, played a key and pivotal role in the acquisition of Aleris, a large downstream player
in aluminium products with annual revenues of USD 3 Billion.
• Enormous experience in raising funds globally. In the last 10 years, he has been instrumental
in raising over USD 10 billion across North American, European and Asian markets including
sustainability linked borrowings.
• Hindalco is one of the most liquid stocks listed on National Stock Exchange and Bombay Stock
Exchange in India with a market cap of over USD 15 billion. Over 26% of its shares are held by

4
Agenda Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Page 3 of 5
Director.
global investors from North America, Europe and Asia and another 25% are held by domestic
institutions and insurance companies. He leads the investor relations activities globally and
plays a very active role in investor communications. As a result, Hindalco remains one of the
most respected companies across the global metals landscape.

b) Expertise in specific functional areas:


Corporate Governance, Legal and Compliance, Environmental and Social Sustainability, General
Management, Human Resource, Industry Knowledge, Innovation, Technology and Digitization,
Finance Literacy, Risk Management and Strategic Expertise.

c) Confirmations:
• is qualified to be appointed as a Director in terms of provisions of Section 164 of the Act and has
provided his consent to act as a Whole-time Director and
• is not debarred from holding the office of Director by virtue of any order of Securities and
Exchange Board of India and any other competent regulatory authority.

The Company has received a notice proposing the candidature of Mr. Maheshwari for the office
of Director under Section 160 of the Act.

d) Disclosure of Interest:
None of the Director(s) and Key Managerial Personnel of the Company or their respective
relatives, except Mr. Maheshwari, to whom the resolution relates, are concerned, or interested
in the Resolution of this Notice.

e) Date of First Appointment on the Board: May 28, 2016


f) Remuneration - FY2024: ₹ 8.37 Crore
g) Relationship with other Directors/ Key Managerial Personnel : NIL
h) Proposed Remuneration/Terms and Conditions of Re-appointment:
I. Remuneration:
i. Basic Salary: ₹ 1,75,12,264/- [Rupees One Crore Seventy-Five Lakh Twelve Thousand Two Hundred
Sixty-Four only] per annum with such increments as the Board may decide from time to
time, subject however to a ceiling of ₹ 1,80,00,000 [Rupees One Crore Eighty Lakh only] per
annum.
ii. Special Allowance: ₹ 2,00,27,635 [Rupees Two Crore Twenty-Seven Thousand Six Hundred Thirty-
Five only] per annum with such increments as the Board, may decide from time to time,
subject however to a ceiling of ₹ 2,04,00,000 [Rupees Two Crore Four Lakh only] per annum.
This allowance, however, will not be taken into account for the calculation of benefits
such as Provident Fund, Gratuity, Superannuation and Leave encashment.
iii. Annual Incentive Pay: Performance linked to the achievement of targets, as may be
decided by the Board from time to time, subject to a maximum of ₹ 5,00,00,000 [Rupees
Five Crore only] per annum.
iv. Long-term Incentive Compensation (LTIC) including Employee Stock Option, Restricted
Stock Units, Performance Stock Units, Stock Appreciation Rights, Phantom Restricted
Stock Units as per the Scheme applicable to the Executive the Board and/or its
Subsidiaries considering the above. Directors and/or Senior Executives of the Company
and/or its Subsidiaries and/or any other Incentives applicable to Senior Executives of
the Company/ Aditya Birla Group, in such manner and with such provisions as may be
decided by

5
Agenda Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Page 4 of 5
Director.

II. Perquisites:
i. Housing: Company provided [furnished /unfurnished] accommodation and/or HRA in lieu
of Company provided accommodation as per the Company’s Policy.
ii. House Maintenance: Reimbursement of expenses at actuals pertaining to electricity,
gas, water, telephone and other reasonable expenses for the upkeep and maintenance
in respect of such accommodation as per the Company’s Policy.
iii. Medical Expenses: Reimbursement of all expenses incurred for self and family [including
domiciliary and medical expenses and insurance premium for medical and hospitalization policy as
applicable], as per the Company’s Policy.
iv. Leave Travel Expenses: Leave Travel Expenses for self and family in accordance with
the Company’s Policy.
v. Car: Two cars for use of the Company’s Business, as per the Company’s Policy.
vi. Club Membership: Fees of Two Corporate Clubs in India [including admission and annual
membership fee].
vii. Other expenses: Entertainment, traveling and all other expenses incurred for the
business of the Company as per the Company’s Policy.
viii. Retirement Benefits: Contribution towards Provident Fund, Superannuation Fund,
National Pension Scheme and Gratuity as per the Company’s Policy.
ix. Other Benefits: Leave and related benefits, Life Insurance, Personal Accident Insurance
as per the Company’s Policy.
x. Other Allowances/benefits, perquisites: Any other allowances, benefits and
perquisites as per the Rules applicable to the Senior Executives of the Company and/or
which may become applicable in the future and/ or any other allowance, perquisites
as the Board from time to time decide.
xi. In case Mr. Praveen Kumar Maheshwari is elevated to the next higher level of the
Company, during the tenure of appointment, the allowances, perquisites and benefits
applicable to that level, will also apply to the individual.
xii. Annual remuneration review is effective July 1st each year, as per the Company’s
Policy. Any revision/change in allowance/perquisite relating to Company provided
[furnished/unfurnished] accommodation and/or HRA in lieu of Company provided
accommodation / Car or other allowances/ perquisites, will be adjusted from the
existing Special Allowance, subject to the ceiling as approved by the Members and as
per the Company’s Policy.

III. Subject as aforesaid, Mr. Praveen Kumar Maheshwari, Whole-time Director, shall be
governed by such other Rules as are applicable to the Senior Executives of the Company,
from time to time.
IV. For the purposes of Gratuity, Provident Fund, Superannuation, and other like benefits, if
any, the service of Mr. Praveen Kumar Maheshwari, Whole-time Director will be considered
as continuous service with the Company from the date of his joining the Aditya Birla Group.
V. The aggregate of the remuneration and perquisites as aforesaid in any financial year shall
not exceed the limit specified under applicable provisions of the Act or otherwise as may
be permissible at law, from time to time.
VI. Though considering the provisions of Section 188 of the Act and the applicable rules
thereunder, Mr. Praveen Kumar Maheshwari would not be holding any office or place of
profit by his being a mere Director of the Company’s Subsidiaries/ Joint Ventures, approval
be and is hereby granted by way of abundant caution for him to accept the sitting
fees/commission paid/ payable to other Directors for attending meetings of Board(s) of
Directors/Committee(s) of Subsidiaries/Joint Ventures of the Company or companies
promoted by the Aditya Birla Group.

6
Agenda Re-appointment of Mr. Praveen Kumar Maheshwari [DIN : 00174361] as a Whole-time Page 5 of 5
Director.

VII. Mr. Praveen Kumar Maheshwari shall not be liable to retire by rotation during his
continuing tenure as the Whole-time Director of the Company. So long as Mr. Praveen
Kumar Maheshwari functions as the Whole-time Director, he shall not be paid any fees for
attending the meetings of the Board or any Committee(s) thereof.
VIII. The Board shall review and recommend the remuneration payable to the Whole-time
Director, from time to time.

i) Directorship in other Companies as on date of this Notice:

Listed Companies: NIL Unlisted Companies:


1) Utkal Alumina International Limited

j) Membership (M)/ Chairmanship (C) of Statutory Committees of the Board as on the date of this
Notice:

Risk Management & ESG Committee


1) Hindalco Industries Limited (M)

k) Listed Entities from which the Director has resigned in the past three years.: Nil

Your Board recommends the said Resolution for approval by way of an Ordinary Resolution.

7
Notes for Members’ Attention
1. Electronic copy of the Notice of Postal Ballot dated February 13, 2025
i) In compliance with the provisions and Circulars prescribed by MCA and SEBI, the
Notice of Postal Ballot is being sent only through electronic mode to those
Members whose e-mail addresses are registered with the Company / MUFG Intime
India Private Limited [“MIIPL/ RTA”] / Depositories.

ii) Members may note that the Notice will be available on www.hindalco.com,
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 website
of MIIPL i.e., instavote.linkintime.co.in.

2. Register to receive communications electronically


Members are encouraged to register / update their e-mail address(es) or mobile
number(s) with their relevant Depository Participant.

Members who have not registered / updated their e-mail address or mobile number
with the Company but wish to receive all communication from the Company
electronically may register / update their e-mail address and mobile numbers with LIIP
or the Company.

We urge Members to support this Green Initiative effort of the Company and get their
e-mail ID registered.

3. Director seeking appointment


Relevant details with respect of the Director seeking appointment vide this Postal
Ballot, in terms of Regulation 36 of the SEBI Listing Regulations and Clause 1.2.5 of
Secretarial Standards on General Meetings, are set out in the Explanatory Statement,
which also forms part of this Notice.

4. Scrutinizer
The Company has appointed Ms. Shivangini Gohel, [ACS 25740 & C.P. No. 9205] and failing
her, Mr. Dilip Bharadiya [FCS 7956 & C.P. No. 6740] Partners of M/s. Dilip Bharadiya &
Associates, Company Secretaries, as the Scrutinizer for conducting the Postal Ballot
only through remote e-voting process, in a fair and transparent manner. The
Scrutinizer’s decision on the validity of remote e-voting will be final.

The Scrutinizer will submit his/her report to the Chairman, or any other person
authorized by him, after scrutiny of the votes cast, on the results of the Postal Ballot
which will be announced on or before Tuesday, March 18, 2025. The Scrutinizer’s
decision on the validity of votes cast will be final.

8
5. Authorised Representative
Institutional / Corporate Shareholders [i.e., other than individuals / HUF, NRI, etc.] are required
to send a scanned copy [PDF / JPG Format] of its Board or governing body Resolution/
Authorisation, etc., authorising its representative to vote through remote e-voting on
its behalf.

The said Resolution / Authorisation shall be sent to the Scrutinizer by e-mail through
its registered e-mail ID to Ms. Shivangini Gohel / Mr. Dilip Bharadiya, at
[email protected] with a copy marked to the Company Secretary at
[email protected], not later than Saturday, March 15, 2025, by
5.00 p.m.

6. Document(s) open for inspection


All documents referred to in the Notice will be available for electronic inspection
without any fees by the Members from the date of dispatch of this Notice up to
Saturday, March 15, 2025. Members seeking to inspect such documents can send an e-
mail at [email protected].

7. Register to receive communications electronically


• Shareholders holding shares in Physical Mode: Register / update their email ID,
Mobile number and Bank Account details by sending a request letter duly signed by
the Shareholder(s) mentioning the Name of the Company, Folio number, Bank
Account Details, self-attested copy of PAN card and cancelled cheque leaf. In case the
cancelled cheque leaf does not bear the Shareholders name, please attach a copy of
the bank passbook statement, duly self-attested to the Company at
[email protected] or MIIPL at [email protected].

• Shareholders holding shares in Dematerialised Mode: Register / update their email


ID, Mobile number and Bank Account details with their respective Depository
Participant.

8. Remote e-voting
Pursuant to Section 108 of the Act, Rule 20 of the Rules, as amended, Regulation 44
of the Listing Regulations and the Circulars, the Company is pleased to provide the
facility to the Members to exercise their right to vote on the resolutions proposed to
be passed by Postal Ballot, by electronic means. As per the SEBI circular dated
December 9, 2020, individual shareholders holding securities in demat mode can
register directly with the depository or will have the option of accessing various ESP
portals directly from their demat accounts.

9
Remote e-voting: Important Dates
Cut-off date : Friday, February 7, 2025
[for determining the Members entitled to vote on
the resolution set forth in this notice]
Remote e-voting period Commences : 9:00 a.m. IST, Friday, February 14, 2025
[During this period, members of the from
Company as on the cut-off date may
cast their vote by remote e-voting] Ends on : 5.00 p.m. IST, Saturday, March 15, 2025
[The remote e-voting module shall be disabled for
voting thereafter by MIIPL]

URL for remote e-voting :


Type of shareholder E-voting link

Individual Shareholders holding securities in eservices.nsdl.com or directly through your


Demat mode with National Securities Depository depository participant
Limited.
web.cdslindia.com/myeasitoken/home/login
Individual Shareholders holding securities in
or
Demat mode with Central Depository Services evoting.cdslindia.com/Evoting/EvotingLogin
(India) Limited. or directly through your depository
Individual shareholders holding securities in participant
physical form/ Non-Individual Shareholders
holding securities in Demat mode. instavote.linkintime.co.in

Remote e-voting: Procedure


(1) Depository: For Individual Members holding securities in demat mode
Step For Members holding securities with For Members holding securities with
no. NSDL CDSL
Registered User
1. The URL for users to login for NSDL The URL for users to login to Easi /
IDeAS facility: eservices.nsdl.com either Easiest are
on a personal computer or on a mobile. web.cdslindia.com/myeasitoken/home/l
ogin or www.cdslindia.com and click on
New System Myeasi.
2. Once the home page of e-Services is Login through their User ID and
launched, click on the “Beneficial Password.
Owner” icon under “Login” which is
available under ‘IDeAS’ section. A new
screen will open. You will have to enter
your User ID and Password.
3. After successful authentication, you will After successful login of Easi / Easiest
be able to see e-voting services. Click on the user will be also able to see the e-
“Access to e-Voting” under e-voting voting Menu. The Menu will have links
services and you will be able to see e- of e-voting service provider i.e., NSDL,
voting page. KARVY, LINKINTIME, CDSL.

10
Step For Members holding securities with For Members holding securities with
no. NSDL CDSL
4. Click on company name or e-voting Click on e-voting service provider
service provider name and you will be name to cast your vote.
re-directed to e-voting service provider
website for casting your vote during the
remote e-voting period.
First time user
5. Option to register is available at Option to register is available
eservices.nsdl.com. Select “Register at web.cdslindia.com/myeasitoken/Regi
Online for IDeAS “Portal or click at stration/EasiRegistration
eservices.nsdl.com/SecureWeb/IdeasDirec
tReg.jsp

Alternative Method
6. Visit the e-voting website of NSDL. The user can directly access
Open web browser by typing the e-voting page by providing demat
following URL: www.evoting.nsdl.com Account Number and PAN No. from a
either on a personal computer or on a link in www.cdslindia.com home page.
mobile.
7. Once the home page of e-voting system [Skip step]
is launched, click on the icon “Login”
which is available under
‘Shareholder/Member’ section.
8. A new screen will open. You will have to [Skip step]
enter your User ID (i.e. your sixteen-
digit demat account number hold with
NSDL), Password/OTP and a Verification
Code as shown on the screen.
9. After successful authentication, you will [Skip step]
be redirected to NSDL Depository site
wherein you can see e-voting page.
10. Click on company name or e-voting The system will authenticate the user
service provider name and you will be by sending OTP on registered Mobile
redirected to e-voting service provider & Email as recorded in the demat
website for casting your vote during the Account. After successful
remote e-voting period. authentication, user will be provided
links for the respective ESP where the
e-voting is in progress.

Individual Shareholders [holding securities in demat mode] login through their depository
participants

You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you
will be able to see e-Voting option. Once you click on e-Voting option, you will be
redirected to NSDL/CDSL Depository site after successful authentication, wherein you
can see e-Voting feature. Click on Company name or e-Voting service provider name

11
i.e., MUFG InTime/ Link InTime and you will be redirected to “InstaVOTE” for casting
your vote during the remote e-Voting period.

In case shareholders/ members holding securities in demat mode have any technical
issues related to login through Depository i.e., NSDL/ CDSL, they may contact the
respective helpdesk given below:

Login type Helpdesk Details


Individual Members facing any technical issue in login
Shareholders holding can contact NSDL helpdesk by sending a
securities in demat request at [email protected] or call at: 022 -
mode with NSDL 4886 7000 and 022 - 2499 7000

Individual Members facing any technical issue in login


Shareholders holding can contact CDSL helpdesk by sending a
securities in demat request at [email protected] or
mode with CDSL contact at toll free no. 1800 22 55 33

(2) InstaVOTE: For Individual Members holding securities in physical mode and
Institutional Members.

Step For first time users of InstaVOTE OR Members For Members holding
no. holding shares in physical mode shares in demat form
and existing user of
InstaVOTE
1. Open the internet browser and launch the URL: instavote.linkintime.co.in
2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and
register with your following details: -
A. User ID: Enter your User ID
(i) For members : 16 digits [Skip step]
holding shares in beneficiary ID,
demat account held
with CDSL
(ii) For members : 8 Character DP
holding shares in ID followed by
demat account held 8 digit client ID,
with NSDL
(iii) For members : Provide Event
holding shares in Number
physical form (240054) and
Folio number
registered with
the Company
B. Permanent Account Number (PAN): Enter your
10-digit PAN (Members who have not updated

12
Step For first time users of InstaVOTE OR Members For Members holding
no. holding shares in physical mode shares in demat form
and existing user of
InstaVOTE
their PAN with the Depository Participant (DP)/
Company shall use the sequence number
[Skip step]
provided to you, if applicable.
C. Date of Birth (DOB) / Date of Incorporation
(DOI): Enter the DOB / DOI (As recorded with
your DP / Company - in DD/MM/YYYY format)
D. Bank Account Number: Enter your Bank
Account Number (last four digits), as recorded
with your DP/Company.
(i) For members : Shall provide
holding shares in either ‘C’ or ‘D’,
demat account above
held with CDSL
(ii) For members : Shall provide ‘D’
holding shares in above
demat account
held with NSDL
(iii) For members : Shall provide
holding shares in their folio
physical form but number in ‘D’
have not recorded above
‘C’ and ‘D’ above
3. Set the password of your choice
[The password should contain minimum 8 [Skip step]
characters, at least one special Character
(@!#$&*), at least one numeral, at least one
alphabet and at least one capital letter].
4. Click on ‘confirm’ and your password will be [Skip step]
generated.
[Use your existing
password]
5. Click on ‘Login’ under the ‘SHAREHOLDER’ tab.
6. Enter your User ID, Password and Image Verification [CAPTCHA] Code and click
on ‘Submit’.
7. After successful login, you will be able to see the notification for e-voting.
8. Select ‘View’ icon and the e-voting page will appear.
9. Refer the Resolution description and cast your vote by selecting your desired
option ‘Favour / Against’. [If you wish to view the entire Resolution details, click on
the ‘View Resolution’ file link].

13
Step For first time users of InstaVOTE OR Members For Members holding
no. holding shares in physical mode shares in demat form
and existing user of
InstaVOTE
10. After selecting the desired option i.e., Favour / Against, click on ‘Submit’. A
confirmation box will be displayed. If you wish to confirm your vote, click on
‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.
11. Once the vote on a resolution is cast by the member, such member shall not
be allowed to change it subsequently.

Remote e-voting: Points to remember


1. Institutional shareholders [i.e., other than Individuals, HUF, NRI etc.] and Custodians are
required to log on the e-voting system of MIIPL at instavote.linkintime.co.in/ and
register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also
required to upload a scanned certified true copy of the board resolution / authority
letter/power of attorney etc. together with attested specimen signature of the duly
authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund /
Corporate Body’ login for the Scrutinizer to verify the same.
2. If you have forgotten the password:
• Click on ‘Login’ under ‘SHAREHOLDER’ tab and further Click ‘forgot password?’
• Enter User ID, select Mode and Enter Image Verification [CAPTCHA] Code and Click
on ‘Submit’.
3. In case of Shareholders / Members having valid e-mail address, Password will be sent
to his/ her registered e-mail address.
4. It is strongly recommended not to share your password with any other person and
take utmost care to keep your password confidential.
5. During the voting period, shareholders / members can login any number of time till
they have voted on the resolution(s) for a particular “Event”.
6. Shareholders/ members holding multiple folios/demat account shall choose the
voting process separately for each of the folios/demat account.

In case shareholders/ members holding securities in physical mode/ Institutional


shareholders have any queries regarding e-voting, they may refer the Frequently Asked
Questions [“FAQs”] and InstaVOTE e-voting manual available at instavote.linkintime.co.in,
under Help section or send an e-mail to [email protected] or contact on: - Tel:
022 - 4918 6000.

9. Correspondence
Members are requested to make all correspondence in connection with shares held
by them by addressing letters directly to the Company or RTA, quoting their folio
number or DP ID - client ID, as the case may be.

10. Instructions for Members holding shares in Physical form


The Company has sent individual letters to all the Members holding shares of the
Company in physical form for furnishing their PAN, KYC details and Nomination
pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated

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November 3, 2021 and SEBI/HO/MIRSD/MIRSD/POD-1/P/CIR/2023/37 dated
March 16, 2023. Reminders were sent to all shareholders holding shares in physical
form on November 03, 2022, December 6, 2022, February 21, 2023, and May 3, 2024.
The aforesaid communication is also intimated to the stock exchanges and available on
the website of the Company. Members holding shares in physical form are requested
to go through the said communication.

Members may please note that SEBI vide its Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated
the listed companies to issue securities in demat form only while processing service
requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense
Account; Renewal/ Exchange of securities certificate; Endorsement; Sub-division/
Splitting of securities certificate; Consolidation of securities certificates/folios;
Transmission and Transposition. Accordingly, Members are requested to make service
requests by submitting a duly filled and signed Form ISR - 4, the format of which is
available on www.hindalco.com/upload/pdf/form-isr-4-duplicate-other-serices-demat.pdf.

11. Depository System


The Company has entered into agreements with the Depositories. The Depository
System envisages the elimination of several problems involved in the scrip-based
system such as bad deliveries, fraudulent transfers, fake certificates, thefts in postal
transit, delay in transfers, mutilation of share certificates, elimination of concept of
market lot, elimination of bad deliveries, reduction in transaction costs, improved
liquidity, etc. As per SEBI Circular with effect from April 1, 2019, the Company has
stopped effecting transfer of securities in physical form.

Members are therefore requested to demat their physical holding for any further
transfer. Members can however continue to make request for transmission or
transposition of securities held in physical form.

However, as per SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8


dated January 25, 2022, the Company / RTA will issue Letter of Confirmation (LOC) in
lieu of share certificate, which should be dematerialised within 120 days from the date
of issue of LOC.

12. Nomination
As per the provisions of Section 72 of the Act, facility for making nominations is now
available to INDIVIDUALS holding shares in the Company. Members holding shares in
physical form may obtain the Nomination Form from the Company’s Secretarial
Department at its Registered Office or MIIPL or can download the form from Website
of the Company. Members holding shares in electronic form have to approach their
DPs for completing the nomination formalities.

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13. Voting Results
The Scrutinizer, will submit the report to the Chairman after completion of scrutiny
of the remote e-voting. The results shall be declared on or before Tuesday, March
18, 2025, and will be displayed along with the Scrutinizer's Report:
i. at the Registered as well as Corporate Office of the Company;
ii. on the website of the Company i.e., www.hindalco.com;
iii. on the website of MIIPL i.e., instavote.linkintime.co.in and
iv. communicated to BSE Limited and National Stock Exchange of India Limited and
on their respective websites at www.bseindia.com and www.nseindia.com.

By Order of the Board

Sd/-
Geetika Anand
Place : Mumbai Company Secretary and Compliance Officer
Date : February 13, 2025 Membership No.: A23228

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Important Dates

Friday, February 7, 2025 Cut-off Date to determine the members who shall
be entitled to vote.

Thursday, February 13, 2025 ▪ Receipt of Postal Ballot Notice.

▪ Available on www.hindalco.com

Friday, February 14, 2025 Commencement of remote e-voting at 9 a.m. IST

Saturday, March 15, 2025 End of remote e-voting at 5 p.m. IST

Tuesday, March 18, 2025 [on or ▪ Announcement of voting results


before]
▪ Available on:
www.hindalco.com,
instavote.linkintime.co.in/www.bseindia.com
and www.nseindia.com

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Virtual Guide

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