To, 27th February, 2023

The Secretary,
BSE Ltd.,
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai- 400001

Dear Sir,
Scrip Code- 505750
Subject- Submission of Notice of Extra-Ordinary General Meeting of the Members of
the Company to be held on 23rd March, 2023

This is in continuation to our earlier letter dated 22nd February, 2023 with regard to
intimation for Extra Ordinary General Meeting scheduled to be held on Thursday, the
23rd March, 2023 at 02:00 P.M. (IST) through Video Conferencing /Other Audio Visual
Means ("VC/OAVM") only.

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, please find enclosed copy of Notice of the Extra Ordinary General
Meeting (“EGM”). The Company has sent the same today through electronic mode to the
Members who have registered their E-Mail IDs with the Company's R&TA/ Depository
Participant. The Notice of EGM is also available on the website of the Company viz.
www.josts.com. Further, the Notice of EGM will also be available on the website of Central
Depository Services (India) Limited at www.evotingindia.com.

Please take the same on your record.

Thanking You,
For Jost’s Engineering Company Limited

Babita Digitally signed

by Babita Kumari

Kumari 12:34:27 +05'30'

Date: 2023.02.27

Babita Kumari
Company Secretary & Compliance Officer
M. No.: A40774

Encl: As above
 JOSTS ENGINEERING COMPANY LIMITED
Regd. Office: Great Social BLDG60 Sir P M Road Fort Mumbai MH 400001 IN
CIN: L28100MH1907PLC000252, Website: www.josts.com
Phone: +912261174000, 25821727/46, Email: [email protected], [email protected]

NOTICE

Notice is hereby given that an Extra – Ordinary General Meeting of the members of
Josts Engineering Company Limited will be held on Thursday, the 23rd March, 2023 at 02:00
p.m. through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”), to transact
the following business:

SPECIAL BUSINESS

1. Sub-Division of equity shares from the Face Value of Rs. 5/- each to Face Value of Rs. 2/-
each.

To Consider and if thought fit, to pass with or without modification, the following Resolution as
an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 61(1) (d), 64 and all other applicable
provisions, if any, of the Companies Act, 2013, and Rules made thereunder (including any
statutory modification or re-enactment thereof, for the time being in force) and the provisions of
Memorandum and Articles of Association of the Company and subject to such other approvals,
consents, permissions and sanctions as may be necessary from the appropriate authorities or
bodies, approval of the members of the Company be and is hereby accorded for the sub-division
of the face value of Equity Shares of the Company from the existing face value of Rs. 5/- each to
face value of Rs. 2/- each.”

“RESOLVED FURTHER THAT pursuant to the sub-division of the equity shares of the
Company, the authorized, issued, subscribed and paid up equity share capital of face value of Rs.
5/- each shall stand sub-divided into equity shares of face value of Rs. 2/- (Rupees Two) each from
the record date to be fixed by the Company and shall rank pari passu in all respects with the existing
fully paid equity shares of Rs. 5/- each of the Company.”

“RESOLVED FURTHER THAT upon sub-division of equity shares as aforesaid, the existing
share certificate(s) in relation to the existing equity shares of the face value of Rs. 5/- (Rupees Five
only) each held in physical form shall be deemed to have been automatically cancelled and be of
no effect on and from the “Record Date” to be fixed by the Company and Company may without
requiring the surrender of existing share certificate(s), directly issue and dispatch the new share
certificate(s) of the company, in lieu thereof, subject to the provisions of the Companies (Share
Capital and Debentures) Rules, 2014 and in the case of members who hold the equity shares in
dematerialized form, the subdivided equity shares of face value of Rs. 2/- (Rupees Two only) each
shall be credited to the respective beneficiary account of the members with their respective
depository participants and the Company shall undertake such corporate actions as may be
necessary in relation to the equity shares, whether in physical form or in dematerialized form.”
 “RESOLVED FURTHER THAT fractional entitlements, if any, arising out of sub-division of
face value of each equity share from Rs. 5/- to Rs. 2/- as resolved above, be vested in a special
account held by a Trustee (as may be appointed by the Board of Directors of the Company) who
be and is hereby authorized to act as “Trustee” for this purpose and these fractional entitlements
shall be dealt with by the Trustee in the best interest of the members and the Trustee shall have the
authority to dispose of such whole shares by selling them at the market price and to distribute the
net proceeds thereof (less expenses, if any) proportionately, as far as practicable, to the members
concerned.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (“the Board”) (which
expression shall also include a duly authorized Committee thereof) or Key Managerial Personnel
of the Company be and are hereby severally authorized to take such steps as may be necessary for
obtaining approvals, statutory, contractual or otherwise in relation to the above and to settle all
matters arising out of and incidental thereto and to execute all deeds, applications, documents and
writings that may be required, on behalf of the Company and generally to do all such acts, deeds,
matters and things and to give from time to time such directions as may be necessary, proper,
expedient or incidental for the purpose of giving effect to this Resolution and to delegate all or any
of the powers herein vested in the Board to any Director(s), Officer(s) of the Company as may be
required to give effect to this above resolution”.

2. Alteration of Capital Clause of Memorandum of Association of Company

To consider and if thought fit, to pass with or without modification, the following Resolution as
an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 13, 61 and all other applicable
provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any
statutory modification(s) of re-enactment(s) thereof, for the time being in force), and subject to
such approvals, consents, permissions and sanctions as may be necessary from the appropriate
authorities or bodies, the Authorised Share Capital of the Company be and is hereby altered from
Rs. 100,00,000/- (Rupees One Crore only) divided into 20,00,000 (Twenty Lakhs) Equity Shares
of Rs. 5/- (Rupees Five only) each to Rs. 100,00,000/- (Rupees One Crore only) divided into
50,00,000/- (Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two only) each.

“RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is

hereby altered by substituting the existing Clause V thereof with the following new Clause V:
“Clause V:
The Authorized Share Capital of the Company is Rs. 1,00,00,000/- (Rupees One Crore only)
divided into 50,00,000 (Fifty Lakh) equity shares of Rs. 2/- each with power to increase or reduce
from time to time in accordance with the regulations of the Company and the legislative provisions
for the time in force in this behalf.

Upon any increase of the Authorized Share Capital, the company is to be at liberty to issue any
new shares with any preferential, deferred, qualified or special rights privileges or conditions
attached thereto.”

“RESOLVED FURTHER THAT any one Director or Key Managerial Personnel be and are
hereby severally authorised to do all such acts, deeds, matters and things as it may in its absolute
 discretion deem necessary, expedient and proper for the purpose of giving effect to this resolution
and to settle any questions, difficulties or doubts that may arise in this regard.”

3. Regularization of Ms. Rekha Shreeratan Bagry (DIN: 08620347), as a Non-Executive

Independent Director of the Company.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV
and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [SEBI (LODR)] (including any statutory modification(s) or amendment(s)
thereto or re-enactment(s) thereof, for the time being in force) and as recommended by the
Nomination and Remuneration Committee and Board of Directors of the Company, Ms. Rekha
Shreeratan Bagry (DIN: 08620347), who was appointed as an Additional Director (in the capacity
of Independent Director) of the Company by the Board of Directors in its meeting held on 7th
February, 2023 and in respect of whom the Company has received a Notice in writing from a
Member, proposing her candidature for the office of Director pursuant to Section 160 of the
Companies Act, 2013, be and is hereby appointed as Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a term of 5 consecutive years i.e. commencing from
7th February, 2023 to 6th February, 2028.”

“RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be
and are hereby severally authorized to do all such acts, deeds, matters and things which may be
necessary for appointment of Ms. Rekha Shreeratan Bagry (DIN: 08620347) as a Non-Executive
Independent Director of the Company.”

4. Regularization of Mr. Sanjiv Swarup (DIN: 00132716), as a Non-Executive Independent

Director of the Company.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV
and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [SEBI (LODR)] (including any statutory modification(s) or amendment(s)
thereto or re-enactment(s) thereof, for the time being in force) and as recommended by the
Nomination and Remuneration Committee and Board of Directors of the Company, Mr. Sanjiv
Swarup (DIN: 00132716), who was appointed as an Additional Director (in the capacity of
Independent Director) of the Company by the Board of Directors in its meeting held on 7th
February, 2023 and in respect of whom the Company has received a Notice in writing from a
Member, proposing his candidature for the office of Director pursuant to Section 160 of the
Companies Act, 2013, be and is hereby appointed as Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a term of 5 consecutive years i.e. commencing from
7th February, 2023 to 6th February, 2028.”
 “RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be
and are hereby severally authorized to do all such acts, deeds, matters and things which may be
necessary for appointment of Mr. Sanjiv Swarup (DIN: 00132716) as a Non-Executive
Independent Director of the Company.”

5. Regularization of Mr. Pramod Maheshwari (DIN: 00185711), as a Non Executive

Independent Director of the Company.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV
and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder and
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 [SEBI (LODR)] (including any statutory modification(s) or amendment(s)
thereto or re-enactment(s) thereof, for the time being in force) and as recommended by the
Nomination and Remuneration Committee and Board of Directors of the Company, Mr. Pramod
Maheshwari (DIN: 00185711), who was appointed as an Additional Director (in the capacity of
Independent Director) of the Company by the Board of Directors in its meeting held on 7th
February, 2023 and in respect of whom the Company has received a Notice in writing from a
Member, proposing his candidature for the office of Director pursuant to Section 160 of the
Companies Act, 2013, be and is hereby appointed as Non-Executive Independent Director of the
Company, not liable to retire by rotation, for a term of 5 consecutive years i.e. commencing from
7th February, 2023 to 6th February, 2028.”

“RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company be
and are hereby severally authorized to do all such acts, deeds, matters and things which may be
necessary for appointment of Mr. Pramod Maheshwari (DIN: 00185711) as a Non-Executive
Independent Director of the Company.”

By order of the Board

Sd/-
Babita Kumari
Company Secretary &
Compliance Officer
M. No.: A40774
Thane,
7th February, 2023

Registered Office:
Great Social Building,
60 Sir Phirozeshah Mehta Road,
Mumbai-400 001.
Website: www.josts.com
CIN: L28100MH1907PLC000252
Notes:

1. In view of the situation arising due to COVID-19 global pandemic, the general meetings of
the companies shall be conducted as per the guidelines issued by the Ministry of Corporate
Affairs (MCA) vide Circular No.14/2020 dated 8th April, 2020, Circular No.17/2020 dated
13th April, 2020, Circular No. 20/2020 dated 5th May, 2020 and Circular No. 02/2021 dated
13th January, 2021, Circular No. 20/2021 dated 8th December, 2021 and Circular No. 02/2022
dated 5th May, 2022 and Circular No. 10/2022 dated 28th December, 2022 and Circular
No.SEBI/HO/CFD/CMD1/CIR/P/2020/79,SEBI/HO/CFD/CMD2/CIR/P/2021/11,SEBI/H
O/CFD/CMD2/CIR/P/2022/62 and SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 12th May
2020, 15th January, 2021, 13th May, 2022 and 5th January, 2023, respectively issued by
Securities and Exchange Board of India (“SEBI”). The EGM of the Company will thus be
held through video conferencing (VC) or other audio visual means (OAVM). Hence,
Members can attend and participate in the EGM through VC/OAVM. The deemed venue for
the Extra-Ordinary General Meeting of the Company shall be the Registered Office of the
Company. The detailed procedure for participating in the meeting through VC/OAVM is
given below in the e-voting instructions.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect
of the business under item no. 1 to 5 of the Notice set out above, is annexed hereto. The
relevant details, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of Secretarial Standard – 2
on “General Meetings” issued by the Institute of Company Secretaries of India, in respect
of Directors seeking appointment at this EGM are annexed as Annexure-“A” to this Notice.

3. The Company has appointed M/s. Big Share Services Pvt. Limited, as Registrar and Share
Transfer Agents for share registry work both for physical and electronic mode. The Members
are therefore, requested to address the correspondence relating to the share registry both in
physical and electronic mode to the said Registrar and Share TransferAgents. Members may
also please note that the Company’s shares are available for demat with both the depositories,
namely, Central Depository Services (India) Limited (“CDSL”) and National Securities
Depository Limited (“NSDL”).

4. Electronic copy of the Notice is being sent to the members whose E-mail Ids are registered
with the Company's Registrars and Share Transfer Agents / Depository Participants for
receiving documents electronically. The members who register their E-mailIds for receiving
documents electronically will be entitled to receive such documents in the physical form,
upon request.

5. Instructions for shareholders attending the EGM through VC/OAVM are as under:

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic,
the general meetings of the companies shall be conducted as per the guidelines issued
by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8,
2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05,
2020 and Circular No. 10/2022 dated 28th December, 2022. The forthcoming EGM
will thus be held through video conferencing (VC) or other audio visual means
 (OAVM). Hence, Members can attend and participate in the ensuing EGM through
VC/OAVM.

2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule
20 of the Companies (Management and Administration) Rules, 2014 (as amended) and
Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations
2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May
05, 2020, the Company is providing facility of remote e-voting to its Members in
respect of the business to be transacted at the EGM. For this purpose, the Company
has entered into an agreement with Central Depository Services (India) Limited
(CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s
agency. The facility of casting votes by a member using remote e-voting as well as the
e-voting system on the date of the EGM will be provided by CDSL.

3. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after
the scheduled time of the commencement of the Meeting by following the procedure
mentioned in the Notice. The facility of participation at the EGM through VC/OAVM
will be made available to atleast 1000 members on first come first served basis. This
will not include large Shareholders (Shareholders holding 2% or more shareholding),
Promoters, Institutional Investors, Directors, Key Managerial Personnel, the
Chairpersons of the Audit Committee, Nomination and Remuneration Committee and
Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the
EGM without restriction on account of first come first served basis.

4. The attendance of the Members attending the EGM through VC/OAVM will be
counted for the purpose of ascertaining the quorum under Section 103 of the
Companies Act, 2013.

5. Pursuant to MCA Circular No.14/2020 dated April 08, 2020, the facility to appoint
proxy to attend and cast vote for the members is not available for this EGM. However,
in pursuance of Section 112 and Section 113 of the Companies Act, 2013,
representatives of the members can attend the EGM through VC/OAVM and cast their
votes through e-voting.

6. Accordingly, the facility for appointment of proxies by the Members will not be
available for the EGM and hence the Proxy Form and Attendance Slip are not annexed
to this Notice.

7. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April
13, 2020, the Notice calling the EGM has been uploaded on the website of the
Company at www.josts.com. The Notice can also be accessed from the websites of the
Stock Exchanges i.e. BSE Limited at www.bseindia.com. The EGM Notice is also
disseminated on the website of CDSL (agency for providing the Remote e-Voting
facility and e-voting system during the EGM) i.e. www.evotingindia.com.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of
Permanent Account Number (PAN) by every participant in securities market. Members
holding shares in electronic form are, therefore, requested to submit their PAN to their
Depository Participants (DPs) with whom they are maintaining their demat accounts.
 Members holding shares in physical form can submit their PAN details to RTA viz. Big
Share Services Pvt. Limited /Company.

9. SEBI vide its Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 &
Notification No. SEBI/LAD-NRO/GN/2018/49 dated November30, 2018 amended
Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, which provides that from April 01, 2019 transfer of securities
would not be processed unless the securities are held in the dematerialized form with
a depository. In view of the same, now the shares cannot be transferred in the physical
mode. Hence, Members holding shares in physical form are requested to dematerialize
their holdings immediately. However, Members can continue to make request for
transmission or transposition of securities held in physical form.

10. The Companies Act, 2013in line with the measures undertaken by the Ministry of
Corporate Affairs for promotion of Green Initiative, has introduced enabling
provisions for sending notice of the meeting and other shareholder correspondences
through electronic mode. Members holding shares in physical mode are requested to
register their email ID’s with the Company or its RTA and Members holding shares in
demat mode are requested to register their e-mail ID’s with their respective Depository
Participants (DPs). If there is any change in the e-mail ID already registered with the
Company, Members are requested to immediately notify such change to the Company
or its RTA in respect of shares held in physical form and to DPs in respect of shares
held in electronic form.

11. The Board of Directors of the Company has appointed Mr. Akshay Gupta, Partner of
M/s. Akshay Gupta & Co., Company Secretaries, (Membership No. 56911, CP No.
21448), as Scrutinizer to scrutinize the e-voting during the EGM and remote e-voting
in a fair and transparent manner.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL

MEETINGS ARE AS UNDER:
Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual
shareholders holding shares in demat mode.
Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in
physical mode and non-individual shareholders in demat mode.

(i) The voting period begins on Monday, 20th March, 2023 (09:00 A.M) and ends on
Wednesday, 22nd March, 2023 (05:00 P.M). During this period shareholders’ of the
Company, holding shares either in physical form or in dematerialized form, as on the cut-
off date (record date) of Friday, 17th March, 2023 may cast their vote electronically. The e-
voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to
vote at the meeting venue.

(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020,

under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and
 Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote
e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it
has been observed that the participation by the public non-institutional shareholders/retail
shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility
to listed entities in India. This necessitates registration on various ESPs and maintenance
of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation,
it has been decided to enable e-voting to all the demat account holders, by way of a
single login credential, through their demat accounts/ websites of Depositories/
Depository Participants. Demat account holders would be able to cast their vote without
having to register again with the ESPs, thereby, not only facilitating seamless
authentication but also enhancing ease and convenience of participating in e-voting
process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of

individual shareholders holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December

9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders
holding securities in demat mode are allowed to vote through their demat account
maintained with Depositories and Depository Participants. Shareholders are advised to
update their mobile number and email Id in their demat accounts in order to access e-Voting
facility.
Type of Login Method
shareholders
1) Users who have opted for CDSL Easi / Easiest facility, can login
Individual through their existing user id and password. Option will be made
Shareholders available to reach e-Voting page without any further authentication.
holding
The users to login to Easi / Easiest are requested to visit cdsl website
securities in
Demat mode www.cdslindia.com and click on login icon & New System Myeasi
with CDSL Tab.
Depository
2) After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of the
e-Voting service provider for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all
e-Voting Service Providers, so that the user can visit the e-Voting
service providers’ website directly.
 3) If the user is not registered for Easi/Easiest, option to register is
available at cdsl website www.cdslindia.com and click on login &
New System Myeasi Tab and then click on registration option.

4) Alternatively, the user can directly access e-Voting page by providing

Demat Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page. The system will authenticate the
user by sending OTP on registered Mobile & Email as recorded in
the Demat Account. After successful authentication, user will be able
to see the e-Voting option where the evoting is in progress and also
able to directly access the system of all e-Voting Service Providers.

1) If you are already registered for NSDL IDeAS facility, please visit
Individual the e-Services website of NSDL. Open web browser by typing the
Shareholders following URL: https://eservices.nsdl.com either on a Personal
holding
Computer or on a mobile. Once the home page of e-Services is
securities in
demat mode launched, click on the “Beneficial Owner” icon under “Login” which
with NSDL is available under ‘IDeAS’ section. A new screen will open. You will
Depository have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting service
provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register Online for
IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3) Visit the e-Voting website of NSDL. Open web browser by typing

the following URL: https://www.evoting.nsdl.com/ either on a
Personal Computer or on a mobile. Once the home page of e-Voting
system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open. You
will have to 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. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting
page. Click on company name or e-Voting service provider name and
you will be redirected to e-Voting service provider website for
casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
 Individual You can also login using the login credentials of your demat account through
Shareholders your Depository Participant registered with NSDL/CDSL for e-Voting
(holding facility. After Successful login, you will be able to see e-Voting option. Once
securities in you click on e-Voting option, you will be redirected to NSDL/CDSL
demat mode) Depository site after successful authentication, wherein you can see e-Voting
login through feature. Click on company name or e-Voting service provider name and you
their will be redirected to e-Voting service provider website for casting your vote
Depository during the remote e-Voting period or joining virtual meeting & voting during
Participants the meeting.
(DP)

Important note: Members who are unable to retrieve User ID/ Password are advised to use
Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can
securities in Demat mode with contact CDSL helpdesk by sending a request at
CDSL [email protected] or contact at toll
free no. 1800 22 55 33

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

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

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and
shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.

2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number
registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and
voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders

holding shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)

•Shareholders who have not updated their PAN with the

Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank recorded in your demat account or in the company records in order to login.
Details • If both the details are not recorded with the depository or company,
OR please enter the member id / folio number in the Dividend Bank details
Date of field.
Birth
(DOB)

(vi) After entering these details appropriately, click on “SUBMIT” tab.

(vii) Shareholders holding shares in physical form will then directly reach the Company
selection screen. However, shareholders holding shares in demat form will now reach
‘Password Creation’ menu wherein they are required to mandatorily enter their login
password in the new password field. Kindly note that this password is to be also used by
the demat holders for voting for resolutions of any other company on which they are
eligible to vote, provided that company opts for e-voting through CDSL platform. It is
strongly recommended not to share your password with any other person and take utmost
care to keep your password confidential.

(viii) For shareholders holding shares in physical form, the details can be used only for e-voting
on the resolutions contained in this Notice.

(ix) Click on the EVSN for the “Josts Engineering Company Limited” on which you choose to
vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same
the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES
implies that you assent to the Resolution and option NO implies that you dissent to the
Resolution.
 (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A
confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else
to change your vote, click on “CANCEL” and accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify
your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on
the Voting page.
(xv) If a demat account holder has forgotten the login password then Enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by
the system.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made
available to scrutinizer for verification.
(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote
Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians
are required to log on to www.evotingindia.com and register themselves in the
“Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should
be emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin
login and password. The Compliance User would be able to link the account(s) for which
they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in
case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA)
which they have issued in favour of the Custodian, if any, should be uploaded in PDF
format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board
Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized
signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address
viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-
voting system for the scrutinizer to verify the same.
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH
VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the EGM is same as the
instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company
will be displayed after successful login as per the instructions mentioned above for e-
voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the
meeting. However, they will not be eligible to vote at the EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better
experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed
to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in
their respective network. It is therefore recommended to use Stable Wi-Fi or LAN
Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may
register themselves as a speaker by sending their request in advance atleast 5 days prior
to date of meeting mentioning their name, demat account number/folio number, email id,
mobile number at [email protected] . The shareholders who do not wish to speak during the
EGM but have queries may send their queries in advance 5 days prior to date of meeting
mentioning their name, demat account number/folio number, email id, mobile number at
[email protected]. These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the EGM through VC/OAVM facility and have
not casted their vote on the Resolutions through remote e-Voting and are otherwise not
barred from doing so, shall be eligible to vote through e-Voting system available during
the EGM.

10. If any Votes are cast by the shareholders through the e-voting available during the EGM
and if the same shareholders have not participated in the meeting through VC/OAVM
facility, then the votes cast by such shareholders may be considered invalid as the facility
of e-voting during the meeting is available only to the shareholders attending the meeting.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT
REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of
shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned
copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to RTA
email id/ Company at [email protected] or [email protected] .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective
Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your
respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual
meetings through Depository.

If you have any queries or issues regarding attending EGM & e-Voting from the CDSL e-Voting
System, you can write an email to [email protected] or contact at toll free no.
1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr.
Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th
Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East),
Mumbai - 400013 or send an email to [email protected] or call toll free no.
1800 22 55 33.
 Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of
the Special Business

Item No.1 & 2

Presently, the Authorised Share Capital of the Company is Rs. 1,00,00,000/- (Rupees One Crore
only) divided into 20,00,000 (Twenty Lakhs) Equity Shares of Rs. 5/- (Rupees Five only) each.
The Issued, Subscribed and Paid-Up Capital of the Company is Rs. 93,28,730/- (Rupees Ninety
Three Lakh Twenty Eight Thousand Seven Hundred Thirty only) divided into 18,65,746 (Eighteen
Lakh Sixty Five Thousand Seven Hundred Forty Six only) Equity Shares of Rs. 5/- (Rupees Five
only) each.

In order to improve the liquidity to the Company’s equity shares in the stock market and to make
it more affordable for small retail investors and also to broad base the small retail investors, it is
proposed to sub-divide each existing equity share of face value of Rs. 5/- into 2.5 equity shares of
face value of Rs. 2/- each. The record date for the aforesaid sub-division of equity shares will be
fixed by the Board after the approval of the members is obtained for the proposed sub-division.

The Board of Directors of the Company at its meeting held on 7th February, 2023 has recommended
sub-division (split) of equity shares subject to the approval of the members and all the concerned
statutory authorities.

As per the provisions of Section 61 of the Companies Act 2013, approval of the members by way
of an Ordinary Resolution is required for sub-division of shares. The sub-division of equity shares
proposed under Item No. 1 of this Notice shall also require amendment to the existing Clause V
i.e. Authorised Share Capital Clause of the Memorandum of Association of the Company.

As per the provisions of Section 13 read with Section 61 of the Companies Act, 2013 and the
Articles of Association of the Company, approval of the members by way of an Ordinary
Resolution is required for alteration of the Authorised Share Capital Clause of the Memorandum
of Association.

The Board recommends the resolutions as set out at Item Nos. 1& 2 for approval of the members
by way of Ordinary Resolutions.

A copy of the Memorandum of Association of the Company along with proposed amendments will
be available for electronic inspection by the members from the date of circulation of EGM notice
to the date of EGM i.e. upto 23rd March, 2023. The Members seeking to inspect such copy of
Memorandum of Association and the proposed amendment thereto may send an email to
[email protected].

None of the Directors, Key Managerial Personnel of the Company and their relatives is concerned
or interested, financially or otherwise, in the resolutions, except to the extent of their shareholding
in the company.
Item No. 3

Ms Rekha Shreeratan Bagry (DIN: 08620347), was appointed by the Board as an Additional
Director with effect from 7th February, 2023 consequent to her appointment as Independent
Director of the Company, in terms of provisions of Section 161 of the Companies Act, 2013 (“the
Act”), rules made thereunder, duly recommended by the Nomination and Remuneration
Committee.
The Company has received a notice in writing pursuant to Section 160 of the Act, from a Member
signifying his intention to propose the candidature of Ms Rekha Shreeratan Bagry (DIN:
08620347) as an Independent Director, to be appointed under the provisions of Section 149(10) of
the Act.
The Company has received requisite consent/declarations for appointment of Ms Rekha Shreeratan
Bagry (DIN: 08620347) as an Independent Director as required under the Act and rules made
thereunder.
In the opinion of the Board, Ms Rekha Shreeratan Bagry (DIN: 08620347), fulfil the conditions
for appointment as Independent Directors as specified in the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and she is independent of
the management.
Brief details are mentioned below:
Ms. Rekha Shreeratan Bagry (DIN: 08620347), aged about 50 years is B.Com Graduate and a
fellow member of ICAI. She is an Independent professional. She started her entrepreneurial
journey in May 2019 having worked with Price Waterhouse Coopers Private Limited for 15 years.
She has over 20 years of experience in tax and advisory. She specialises in tax and regulatory
aspects of mergers and acquisitions. She has worked in various sectors/ industries viz. Engineering,
Beverages, Textiles, Retail, Cement, steel, Telecom, Packaging Chemicals, Pharma, Media, BPO,
among others. She acts as an Independent Director on the Board of Ramkrishna Forgings Ltd. She
also holds directorship in TRIL Constructions Limited, Whiteoak Capital Trustee Limited,
Renewsys India Private Limited and Vinca Developer Private Limited.
As per Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment of
a person on the Board of Directors is taken at the next general meeting or within a time period of
three months from the date of appointment, whichever is earlier.
The resolution seeks the approval of members for the appointment of Ms. Rekha Shreeratan Bagry
(DIN: 08620347) as an Independent Director of the Company upto 6th February, 2028 pursuant to
the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the
Rules made thereunder. She is not liable to retire by rotation.
Copy of the draft letter of appointment of Ms. Rekha Shreeratan Bagry (DIN: 08620347) setting
out terms and conditions of appointment is available for inspection by the Members between 3:00
p.m. to 5:00 p.m., on all working days up to the date of the Meeting.
None of the other Directors, Key Managerial Personnel of the Company or their relatives are, in
any way, concerned or interested in the resolution set out at item No. 3 of the Notice.
The Board recommends the Special Resolution as set out at item no. 3 for approval by the
Members.
Item No. 4

Mr. Sanjiv Swarup (DIN: 00132716), was appointed by the Board as an Additional Director with
effect from 7th February, 2023 consequent to his appointment as Independent Director of the
Company, in terms of provisions of Section 161 of the Companies Act, 2013 (“the Act”), rules
made thereunder, duly recommended by the Nomination and Remuneration Committee.

The Company has received a notice in writing pursuant to Section 160 of the Act, from a Member
signifying his intention to propose the candidature of Mr. Sanjiv Swarup (DIN: 00132716) as an
Independent Director, to be appointed under the provisions of Section 149(10) of the Act.

The Company has received requisite consent/declarations for appointment of Mr. Sanjiv Swarup
(DIN: 00132716) as an Independent Director as required under the Act and rules made thereunder.

In the opinion of the Board, Mr. Sanjiv Swarup (DIN: 00132716), fulfil the conditions for
appointment as Independent Directors as specified in the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and he is independent of the
management.

Brief details are mentioned below:

Mr. Sanjiv Swarup (DIN: 00132716) aged about 64 years is a Management Consultant. He is the
Chairman, and Independent Director of Bharat Wire Ropes Ltd.; and acts as an Independent
Director on the boards of Responsive Industries Ltd, Axiom Cordages Ltd., and Reliance
Commercial Finance Ltd. He is also a Senior Advisor for the last 16 years in a BSE Listed SEBI
registered Merchant Banking firm. He holds qualifications in Law, Chartered Accountancy, &
Independent Directorship

As per Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment of
a person on the Board of Directors is taken at the next general meeting or within a time period of
three months from the date of appointment, whichever is earlier.

The resolution seeks the approval of members for the appointment of Mr. Sanjiv Swarup (DIN:
00132716) as an Independent Director of the Company upto 6th February, 2028 pursuant to the
provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the
Rules made thereunder. He is not liable to retire by rotation.

Copy of the draft letter of appointment of Mr. Sanjiv Swarup (DIN: 00132716) setting out terms
and conditions of appointment is available for inspection by the Members between 3:00 p.m. to
5:00 p.m., on all working days up to the date of the Meeting.

None of the other Directors, Key Managerial Personnel of the Company or their relatives are, in
any way, concerned or interested in the resolution set out at item No. 4 of the Notice.

The Board recommends the Special Resolution as set out at item no. 4 for approval by the
Members.
Item No. 5

Mr. Pramod Maheshwari (DIN: 00185711), was appointed by the Board as an Additional Director
with effect from 7th February, 2023 consequent to his appointment as Independent Director of the
Company, in terms of provisions of Section 161 of the Companies Act, 2013 (“the Act”), rules
made thereunder, duly recommended by the Nomination and Remuneration Committee.

The Company has received a notice in writing pursuant to Section 160 of the Act, from a Member
signifying his intention to propose the candidature of Mr. Pramod Maheshwari (DIN: 00185711)
as an Independent Director, to be appointed under the provisions of Section 149(10) of the Act.

The Company has received requisite consent/declarations for appointment of Mr. Pramod
Maheshwari (DIN: 00185711) as an Independent Director as required under the Act and rules made
thereunder.
In the opinion of the Board, Mr. Pramod Maheshwari (DIN: 00185711), fulfil the conditions for
appointment as Independent Directors as specified in the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and he is independent of the
management.
Brief details are mentioned below:
Mr. Pramod Maheshwari (DIN: 00185711) aged about 52 years is a holder of B.Tech. degree from
IIT Delhi. He is a visionary with around 29 years of rich and holistic experience in the field of
education, developing, & implementing training methodologies. He is a Chairman, Managing
Director and CEO of Career Point Limited. He is also on the Board of several other companies
like Soyug Private Limited, Edutiger Private Limited, Career point Edutech Limited, Srajan
Capital Limited, Career Point Institute of Skill Development Private Limited, Studyboard
Education Private Limited, Coupler Enterprises Private Limited, Career Point Learning Solutions
Limited etc.

As per Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment of
a person on the Board of Directors is taken at the next general meeting or within a time period of
three months from the date of appointment, whichever is earlier.

The resolution seeks the approval of members for the appointment of Mr. Pramod Maheshwari
(DIN: 00185711) as an Independent Director of the Company upto 6th February, 2028 pursuant to
the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and the
Rules made thereunder. He is not liable to retire by rotation.

Copy of the draft letter of appointment of Mr. Pramod Maheshwari (DIN: 00185711) setting out
terms and conditions of appointment is available for inspection by the Members between 3:00 p.m.
to 5:00 p.m., on all working days up to the date of the Meeting.
None of the other Directors, Key Managerial Personnel of the Company or their relatives are, in
any way, concerned or interested in the resolution set out at item No.5 of the Notice.

The Board recommends the Special Resolution as set out at item no. 5 for approval by the
Members.

By order of the Board

Sd/-
Babita Kumari
Company Secretary &
Compliance Officer
M. No.: A40774
Thane,
7th February, 2023

Registered Office:
Great Social Building,
60 Sir Phirozeshah Mehta Road,
Mumbai-400 001.
Website: www.josts.com
CIN: L28100MH1907PLC000252
Annexure -“A”
Disclosure relating to Directors pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General
Meetings;

Name of Director Ms. Rekha Shreeratan Bagry Mr. Sanjiv Swarup Mr. Pramod Maheshwari
(DIN: 08620347) (DIN: 00132716) (DIN: 00185711)
Age 50(+) years 64 (+) years 52 years
Qualification B.Com Graduate and a fellow Law, Chartered Accountancy, & B.Tech. degree from IIT Delhi
member of ICAI Independent Directorship
Experience About 26 years About 40 years About 29 years
Terms and As per explanatory statement As per explanatory statement As per explanatory statement
Conditions
Remuneration As per explanatory statement As per explanatory statement As per explanatory statement
sought to be paid
Date of 7th February, 2023 7th February, 2023 7th February, 2023
appointment on
Board
Shareholding in the - - -
Company
Relationship with None None None
other Director,
Manager and other
KMP
Other Directorship • Ramkrishna Forgings Ltd • Responsive Industries Limited • Career Point Limited
details (excluding • Vinca Developer Private Limited • Soyug Private Limited
foreign • Renewsys India Private Limited • Reliance Commercial Finance Limited • Edutiger Private Limited
companies and • Tril Constructions Limited. • Career Point Institute of Skill
section 8 • Whiteoak Capital Trustee • Axiom Cordages Limited Development Private Limited
companies). Limited • Studyboard Education Private Limited
• Bharat Wire Ropes Limited • Coupler Enterprises Private Limited
• Career Point Learning Solutions Limited
• Career Point Accessories Private Limited
 • Eduplanet Knowledge Solutions Private
Limited
• Career Point Edutech Limited
• Srajan Agritech Private Limited
• Srajan Capital Limited
• Indo Grains Private Limited
• Srajan Ventures Private Limited
• Sankalp Capital Private Limited
• Career Point Infra Limited
• Wellwin Technosoft Limited
Names of listed Directorship in Listed Entities: Directorship in Listed Entities: Directorship in Listed Entities:
entities in which the
person also holds • Ramkrishna Forgings Ltd- • Responsive Industries Limited- • Career Point Limited- Managing
the directorship and Director Additional Director Director
the membership of • Bharat Wire Ropes Limited- Director
Committees of the
board along with Membership of Committees of Board in Membership of Committees of Board in
listed entities from listed entities:
listed entities:
which the person
has resigned in the
1. Bharat Wire Ropes Ltd: 1. Career Point Limited
past three years.
• Audit Committee: Chairperson
• Stakeholders Relationship Committee- • Risk Management Committee-
Member Member
• Nomination & Remuneration
Committee-Member
• Risk Management Committee- Member
• Corporate Social Responsibility
Committee-Chairperson

2. Responsive Industries Limited:

• Audit Committee- Chairperson
• Stakeholders Relationship Committee-
 Member
• Risk Management Committee- Member
• Nomination & Remuneration
Committee-Member

Listed entities from which the person has

resigned in the past three years:

• Authum Investment and Infrastructure

Limited
Membership/ 1. TRIL Constructions Limited: 1. Axiom Cordages Limited: -
Chairmanship of
Committees of • Audit Committee – Member • Audit Committee- Member
other Board
(including only 2. Whiteoak Capital Trustee
Audit Committee Limited:
and Stakeholders • Audit Committee- Chairman
Relationship
Committee)
The skills and As per explanatory statement As per explanatory statement As per explanatory statement
capabilities required
for the role and the
manner in which the
proposed person
meets such
requirements