git tgttztttms® ITED

24"I August, 2018

To :

BOMBAYSTOCK EXCHANGE LTD.	NATIONALSTOCKEXCHANGE OFINDIA LTD.
Deptt. OfCorporateServices	ListingDeptt.
PhirozeTowersJeejeebhoy	ExchangePlaza,
DalalStreet, Fort,	Bandra— KurlaComplex,
MUMBAI£00 001.—	BandraMUMBAI400 ('51.[East],—
SCRIP CODE: 533022	SCRIP CODE: 20MICRONS
ISIN: INE144J01027	ISIN: INE144J01027

Dear Sir/Madam,

Re: Notice of 31" Annual General Meeting of the Company.

Pursuant to the Regulation 30 of the SEBI [Listing Obligations & Disclosure Requirements] Regulations, 2015, please find enclosed Notice of the 31"1 Annual General Meeting of the Members of the Company scheduled to be held on Wednesday, the 19m September, 2018 at 3.00 pm at the Conference Room at 347, GIDC Industrial Estate, WAGHODIA — 391 760. Dist. : Vadodara.

We request you to kindly arrange to take the above on your records.

Thanking You.

Yours Faithfully, For 20 MICRONS LIMITED

(Anuja Muley) Company Secretary

Encl: As above.

An ISO 9001 : 2008 Certified Company

Regd. Office : 9-10. GIDC Ind, Estate. Waghodia — 391 760 Dist. Vadodara, Gujarat, lNDIA. T: +91 - WW: www.20microns.com E: [email protected] CIN 2 L99999GJ1987F'LC009768

757132236350

NOTICE OF ANNUALGENERAL MEETING

NOTICE is hereby given that the THIRTY FIRST ANNUAL GENERAL MEETING oi the Shareholders of 20 Micron: Limited will be held onWednesday. the 19" day ofSeptember. 2018 at 03.00 pm. at the Conference Room at 347. GIDC Industrial Estate. WAGHODIA— 391 760. Diet; Vadodara, to transact the following bminess:

ORDINARY BUSINESS

1. To receive. consider and adopt:
- a. the Audited Standalone Financial Statements of the Company tor the financial year ended March at. 2018 including Audited Balance Sheet as at Stst March. 2018. the Statement of Profit andLoss and Cash Flow Statement tor the year ended on that data. together with the Reports of the Board of Directors and the Auditors thereon; and
- b. the Audited Consolidated Financial Statements 01 the Company for the financial year ended March 31 . 2018 including Audited Balance Sheet as at 31st March. 2018. the Statement of Protlt and Less. together with the Report of the Auditors thereon.
To declare a final dividend of Re. 0.35 (7%) per Equity Share otthe nominal value oi ? 5/- each for the Financial Year 2017-18.
To appoint a Director in place of Mr. Atil C. Parikh (DIN 00041 112). who retires by rotation at this Annual General Meeting. in terms of Section 152(6) oi the Companies Act. zotsand being eligible. has altered himself for re appointment

SPECIAL BUSINESS

Ratification otremuneration payable to Cost Auditors

To consider and it thought fit, to pass. the tollowing resolution with or without modification as an Ordinary Raoolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions ofthe Companies Act. 2013. Companies (Cost Records and Audit) Rules 2014 and the Companies (Audit and Auditors) Rules, 2014 (including smtutory modifications or re-enactrnent thereof. for the time being in force). payment oi remuneration ofi' 75.000/- to M/s. Y.S. Thaker 8. (20.. Cost Accountants (Registration Number 000318). the Cost Auditor. reappointed by the Board at Directors ot the Company. to conduct the audit of the cost records of the Company for the financial year ending 31 March 2019. be and I: hereby approved.

RESOLVED FURTHER THAT the Board at Directors at the Company be and is hereby authorised to do all acts and take all such steps as may be necessary. proper or expedient to give effect to this resolution."

tie-appointment of Mr. Chandreah s. Parikh as Executive Ch airman

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

'RESOLVED THAT subiect to the provisions ol Sedions 196. 197 and 203 and all other applicable provisions of the Companies Act. 2013 ("the Act") (including any statutory modification or reenactmentthereoftorthe time being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration oi Managerial Personnel) Rules, 2014 and subject to such approvals. permissions and sanctions. as may be required and subiea to such conditions and modifications. as may be prescribed or imposed by any oi the Authorities including the Central Government in granting such approvals. permissions and sanctions. approval oi the Company be and is hereby accorded to the reappointment oiMr. Chandreeh S. Parikh, (DIN 00041554). who has attained the age or 70 (Seventy) years as or March 6, 2016. as aWhole-time Director. daaignated as Executive Chairman of the Company under the Companies Act. 2018. for a period of three years. w.e.i. 01" April. 2019. whose office shall not be liable to retirement by rotation. on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting. with liberty to the Board oi Directors (hereinafter reterred to the "Board~ which term shall be deemed to include the Nomination and Remuneration Committee of the Board) toalterandvarythetennsandoonditlonsmorepaniouiarly set out in the Agreement to be entered into with him. detailing inter-alia the pattern of remuneraflon and Commission payable to him. in accordance with the requirements of the Schedule V 01 the Companies Act. 201 3. "

'RESOLVED Fun'l'hER THAT pursuant to Sectio» 197(3) of the Act read with Schedule V and other applicable pro.:sione of the Companies Act. 2013. as amended. and aubiect to such approvals as may be necessary. in theabsenoe or inadequacy otthe Net Profit. Mr. Chandresh S. Parikh will be paid the said remunerationas minimum remuneration. withintheceiling limit prescribed under Section II of Part II otthe Schedule V of the Act or any statutory modilicetion(s) or reenactment thereof.'

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and take all such steps as may be necessary. proper or expedient to give effect to this resolution without being required to seek any further cdnsent or approval of the members or. otherwise to the end and intent that it shall be deemed to have their approval thereto expressly by the authority of this resolution."

Ro-appolntment of Mr. Raiaatl C. Parikh u Chlat Executive Officer and Managing Director

To consider and it thought fit. to pass with or without modification(s). the following resolution as a Special Resolutlon:

"RESOLVED THAT subject to the provisions oi Sedions 196. 197 and 203 and all other applicable provisions of the Companies Act. 2013 ("the Act') (including any statutory modilcation or reenactmenttheredtorthe time

being in force) read with Schedule V at the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 and subiect to such apprmeis. permissions and sarnions. amaybe required and subjed tosuch conditions and modifications. as may be prescribed or imposed by any of the Authorities including the Central Government in granting such approvals. permissions and sanctions. approval of the Company be and is hereby accorded to the reappointment of Mr. Rajesh C. Parikh (DlN 00041610) as aWhore-time Director. designated the Chief Executive Olficer 8. Managing Director of the Company underthe Companies Act. 2013. for a period of three years. w.e.i. 01" April. 2019. whose office shall be liable to retirement by rotation. on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice cumming this Meeting. with liberty to the Board of Directors (hereinafler referred to the I'Boaro' which term shall be deemed to include the Nomimtion and Remuneration Committee ofthe Board) lcalterandvarythetermsendconditionsmorepartimiarty set out in the Agreement to be entered into with him. detailing inter alia the pattern of remuneration and Commission payable to him. in accordance with the requirements oithe Schedule V of the Companies Act. 2013."

"RESOLVED FURTHER THAT pursuant to Section 197(3) of the Act read with Schedule V and other applicable provisions of the Companies Act, 2018. as amended. and subject to such approvals as may be necessary. In the absence or inadequacy ofthe Net Profit. Mr. Flaiesh C. Parikh will be paid the said remuneration as minimum remuneration. within the ceiling limit prescribed under Part II of Section ll olthe Scheduie V at the Act or any statutory modification(3) or re—enactrnent thereon."

"RESERVED FURTHER THAT the Board be and is hereby authorized to do all such acts and take all such steps as may be necessary. proper or expedient to give effect to this resolution without being required to seek any iurther consent or approval of the members or otherwise to the end and intentthat it shall be deemed to have their approval thereto expressly by the authority of this mutton."

lie-appointment of Mr. Atll C. Pariklt as Managing Director

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

"RESOLVED THAT subject to the provisions ot Sedions 198, 197 and 203 and all other applicable provisions of the Companies Act. 201:: ("the Act') (including any stamtory modification or reenactment thereafter the time being in force) read with Schedule V of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014 and subject to such approvde. pennissions endseruicns, as may be required andsubject to such conditions and modifications. as may

be prescribed or imposed. by any of the Authorifies including the Central Government in granting such approvals. permissions and sanctions. approval of the Company be and is hereby accorded to the raappointment of Mr. Atil C. Parikh. (DIN 00041 712) as the Whole-time Director. designated athe Maming Director under the Companies Act. 2013. for a period of three years, w.e.l. 01"April. 2019. whose office shall be liable to retire by rotation. on . heterms and conditions lncludin remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting. with liberty to the Board of Directors ( hereinafter referred to the "Board" which term shall be deemed to include the Nomination and Remuneration Committee ofthe Board) baltorandvarylhetermsandoonditionsmorepartiwiarly set out in the Agreement to be entered into with him, detailing interaiia the pattern of remuneration and Commission payable to him. in accordance with the requirements oi the Schedule V of the Companies Act; 201 3. "

"RESOLVED FURTHER THAT pursuant to Section 197(3) of the Act read with Schedule V and other applicable provisions of the Companies Act. 2013. as amended. and sublect to such approvals as may be necessary. in absence or inadequacy of the Net Profit. Mr. Atil C. Parlkh will be paid the said remuneration as minimum remuneratior . wi'hin the ceiling limit prescribex under Section ll ofPartll oltheScheduleVoftheAct. or any statutory modification(a) or rat-enactment thereof."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts and take all such steps as may be necessary. proper orexpedient to give effect to this resolution without being required to seek any further consent or approval at the members or otherwise to the end and intent that itshall be deemed to have their approval thereto expressly by the authority of this resolution."

Payment of Commission to the Non-Executive Directors

To consider and it thought fit, to pass with or without mod ification(s). the iollowing Resolution as Special Resolution:

"RESOLVED THAT pursuant to Section 197 (1) (ii) (A) of the Companies Act. 2t. l3 arid SEBI (Listing Obligation and Disclosure Requirements) Regulations. 2015. the consent of the Stateholders be and is hereby accorded to pay a commission up to 1% of the net profits of the Company computed in the manner laid down in Section 196 ofthe Companies Act. 201 3 to all the Non-Executive Directors oi the Company".

"RESOLVED FURTHER THAT anyone of CEO 8- Managing Director or Company Secretary or Chief Financial Officer of the Company be and is hereby authorised to do ail acts and take all such steps as may be necessary. proper or expedient to give etiect to this resolution."

Approval for comlnuatlon of directorship of Mr. PM Shah, Mon-Executive Independent Director a attaining age of aevanty five year

To consider and it thought it to pass with or without

modification(s). the following Resolution as Special Redo; Itlon:

"RESOLVED THAT pursuant to the provisions of Securities and Exchange Board Of India (Listing ObligationeAnd D'scloeure Requirements) (Amendment) Reguhtione, 2018 (including any statutory modification(s) or re—enactment thereof for the time being In force). Mr. Pravinchandre M. Shah (DIN 00017558). Non-Executive Independent Direaor ol the Company. who has attained age oi 75 years (seventy live years) on 18'" April. 2013 be and is hereby to be continued as a Non-Executive Independent Director of the Company to hold the ollice tor a term up to the conclusion ol the annual general meeting at the Company to be held in the catehdar year ml 9.

By Order of the Board at Directors

Piece : Wrghodle, Diet. Vedoder'	Annie K. Muley
Dete : 24'" May, 2018	Company Secretary
	Membership No.1A21243

Notes-

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. .

A person can act as a proxy on behai'tol members not exceeding finy and holding in the aggregate not more than ten percent of thelotai share capital olthe Company carrying voting righo. A member holding more than ten percent otthe total share capital of the Company carrying voting rIghts may appoint a single person as proxy provided such person shall not act as a proxy tor any other person or shareholder.

The Proxy lorrn duly completed must reach at the Registered Office otthe Company not later than fortyeight houn belore the time of holding the meeting.

Members/Proxies should bring dulyliiled in and signed Attendance Slip sent herewith lor attending the Meeting. The Members holding shares in vie-materialized term are requested to bring their Client iD and DP ID tor easy Identification of attendance at the Meeting.

Corporate Members intending to send their authorized representatives to attend the Annual General Meeting are requested to send to the Company a certified copy of the Board resolution authorizing their reprsentative to attend and vote on their behalf at the Meeting.
The Registers ot Members and Share Transfers shall remain closed from Wednesday, the 12m day of Sept; mber. 2016 to Wednesday. the 19'" day of September. 2018 [both days inclusive].
All the work related to share registry In terms of both physical and electronic are being conducted by Company's R &T Agents — Cameo Corporate Services Ltd., 'Subramanian Building". No. 1 . Club House Road.

Chennai -m0 002. Tel: 044-28460390 -28460395. Email ID [email protected]. The Shareholders are requested to send their communication to the aforesaid address in future.

The Company has appointed Mls J. J. Gandhi & Co.. the Practicing Company Secretary, as a Scrutinizer for conducting voting tor Stet AGM in atranaparent manner.
In compliance withprovisione attire Companies Act. 2013 the Company is pleased to otter e-votlng tecIIIty. tor a" the Shareholders of the Company. For this purpose. the Company has entered into an agreement with CDSL for facilitating e-votlng to enable the Shareholders to cast their votes electronically.
The Company also provides the facility tor voting either through electronic voting system and ballot or polling paper at the meeting and the members attending the meeting who have not already cast their vote by e-voting shall be able to exercise their Right at the meeting.
In accordance with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. the Company has fixed 11 th September, 2015 as the "cut-oil date" to determine the eligibility to vote by electronic means or in the general meeting. A person whose name is recorded In the register of members or In the register at beneficial owners maintained by the depositories as on the out all date, Le. 11th Septembe 2016, shall be entitled to avail the lacIIity of remote evoting or votingI In the general meeting.
In terms ofSections 101 and 136 ofthe Companies Act. 2013 read together with the Rules made thereunder. the copy otthe Annual Report including Financial statements. Board's report etc. and this Notice are being sent by electronic mode, to those members who have registered their email ids with their respective depodtory pariidpants or with the share transler agent olthe Company. unless any member has requested for a physical copy of the same. In case you wish to get a Physical copy of the Annual Report. you may send your request to co seagflyfimicmnscom mentioning your Folio/DP ID at Client ID.
1. Pursuant to Section 72 of the Companies Act. 2013, Members who hold shares In the physical form can nominate a pepon in respect oi all the shares held b them singly or jointly. Members who hold shares in single name are advised. in their own interest, to avail of the nomination facility bytiling required form.
1. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office olthe Company during normal business hours (10.00 am to 5.00 pm) on all working days except 2"" and 4" Saturdays and Sundays] National Holidays. upto and Including the date of the Annual General Meeting otthe Company.
1. The Securities and Exchange Board 01 India (SEE!) has mandated the submission ol PermanentAocount Number (PAN) by every participant in securities market. Members holding shares in electronic form are. therelore. requested

to submit their PAN to their Depository Participants with whom they aremaintaining their da—mat account. Members holding shares in physical form can submit their PAN to Cameo Corporate Services Ltd. atthe address given at (4] above.

1. Members who hold shares in physical term In multiple tolios in identical names orjoint hold 19 i : the some order at names an requested to send the share certificates to Cameo Corporate Services Ltd, for consolidation into a single iolio.
1. The Explanatory Statement setting out the material facts pursuant to Section 102 oithe Companies Act. 2013 ("the Act"). concerning the Special Businefl in the Notice ls annexed hereto and forms part of this Notice. The profile ofthe Directors seeking appointment/reappointment. as required in terms at SEBI's [Usting Obligations 8: Disclosure Requirements] Regulations, 2015 is annexed.
1. The dividend as recommended by the Board of Directors. it approved at the Meeting. will be paid within statutory time limit of 30 days. as under :
- (a) To all Beneficial Owners in respect of shares held in dematerialized iorm as per the data made available by the National 5. curiliee Depository Limited and Central Depository Services (India) Limited as at the close of business hours on September 11. 2018. \
- (b) To all Members in respect of shares held in physical icrm alter giving effect to valid translers in respect oi transter requests lodged with the Company on or beiora the close of business hours on September 11 . 2018.
1. Members who have not registered their mail addresses an tar, are requested to register their mail address for receiving all oommunicatlonb] Including Annual Report, Notices, Circulars, etc. from the Company electronically.
1. Membersseeking any iniormation with regard to the Annual Accounts are requsted to write to the Company at an early date at AGM, so as to enable the Management to keep the iniormation ready at the Meeting. -
1. Punuant to the prohibition Imposed vido Secretarial Standard on General Meetings (SS-2) tuned by the lost and the MCA circular, no gifts/coupons shall be distributed at the Meeting.
1. The result of voting will be announced at the Registered Office oftha Company situated at 9—10, GIDC Industrial Estate, WAGHODIA—act 760. Dist: Vadodara. by the Chairman oi the Meeting within three days from the date at Annual General Meeting. The result of the voting will be communicated to the stock exchanges and will be placed on the website ctthe Company www.mgons.com
. The Sautinlmr shall within a period not exceeding three (3) working days from the conclusion olthe e—voting period unblock the votes in the presence of at last two (2) witnesses not in the employment ofthe Company and make a Scrutinizer's Report ofthe votes cast in favour or against. If any. forthwith to the Chairman oithe company.

The Instructions for shareholders voting electronically are as under:

(i) The voting period begins on 16'" September. 2018 (10.00am) and ends on 18" September. 2015 (5.00 pm). During this period aharehoidere' oilhe Company. holding shares either in physical icrrn or In demateriaiized term. as on the cmoii data (record date) of 1 1" September, 2018 may cast their vote electronically. The e<voting module shall be disabled by CDSL for voting thereafter. GI) The shareholders should log on to the e-votlng websiteWW.

. '

(iii) Click on Shareholders. '
(W) Now Enter your User ID
- a. For CDSL:16 digits beneficiary ID.
- b. For NSDL: a character DP ID followed by a Digits Client ID.
- c. Member: holding shares in Physical Form should enter Folio Number registered with the Company.
(v) Next enter the Image Verification as displayed and Click on Login. ,
(vi) Ityou are holding shares in demattorm and had logged on to www.cvg'ngingiacom and voted on an earlier voting of a 'y company. then your existing password is to be used.
(vii) It you are afirst time user ioliow the steps given below:

	For Members holdingshares In Dental Form and PhysicalForm
PAN	Enter your 10 digitalpha-numeric PAN issued by income Tax Department(Applicable for both dematshareholders as well as physical shareholders)-Memben wire have not updatedtheir PAN with the Company/DepositoryParticipant are requested touse the sequence number which is printed on Postal Ballot / Attendance Slipindicated in the PAN field.
Dividend BankDetails on	Enter the Dividend Bank Details or Dale of Birth (indd/mm/yyyy iormat) as recorded in your demataccount or In the company records in order to login.
Date of Birth(DOB)	-ll both the details are not recorded with the depositoryor company please enter the member Id liolionumber in the Dividend Bank details field as mentioned in instruction (iv).

(viii) Alter entering these details appropriately, click on "SUBMIT" tab.
(ix) Members holding shares in physical form will than directly reach the Company selection screen. However: members holding shares in final 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 demo: holders ior voting ior resolutions of any o'ii'ter company on which they are eligible to vote. provried that company opts for ( 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.
(x) For Members holding shares in physical form. the details can be used only for e-votlng on the resolutions contained in this Notice.
(xi) Click on the EVSN tor the relevant Le 20 Miorons Limited on which you chooseto vote.
(xiD 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 trot you dissent to the Resolution.
(xii) Click on the "RESOLUTIONS FILE UNK" it you wish to View the entire Resolution details.
(xiv) Alterselecting the resolution you have decided to vote on. click on 'SUBMIT'. Accnfirmation box wll be displayed. if you wish to confirm your vote. click on "OK". else to change your vote. click on "CANCEL" and accordingly modfy your vote.
(xv) Once you 'CONFIRM' your vote on the resolution. you will not be allowed to modily your vote.
(xvi) You can also takes print oithe votes cast by clicking on "Click here to print" option on the Voting page.
(xvin ii a demat amount holder has forgotten the login password then Enter the User lD ard the image verification code an" click on Forgot Password & enter the details as prompted by the system. .
(xviii) Shareholders can also use Mobile app "rn - Voting" for e voting in - Voting app is available on Apple, Android on Windows based Mobile. Shareholders may log In to m . Voting using their a voting credentials to vote for the company rammioMS).

(xix) Note for Non individual Shareholder: and Custodians

Non-individual shareholder: (Le. other than individuals. HUF. NRI etc.) and Custodian are required to log on to www.motiggindiapom and register therrtselves as Corporates. I
A scanned copy of the Registration Form bearing the stamp and sign oi the entity should be emailed to helgdeskevotingficdeligd'goom.
After receiving the login details. user would be able to link the amount(s) for which they wish to vote on.
0 The list of accounts linked in the login should be mailed to [email protected] and on approval at the accounts they would be able to cast their vote.
A scanned copy oi the Board Resolution and Power oi Attorney (POA) which they have issued in favour oi the Custodian, ii any. should be uploaded in PDF iomtat in the system for the acnrtinizar to verily the same.
(xx) In case you have any queries or issues regarding avoting. you may raterthe Frequei .lyl sited Questions ('FAQs") an e-voting manual available at www.evotingindia.com. under help section or write an email to h i .evoti lindia. .

EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 4 ,

M/s. Y.S Thaker & 60.. Cost Accountants have been reappointed as the Cost Auditors of the Company tor the Financial Year 2015 19 by the Board of Directors of the Company at its meeting held on 24'" May. 201 B. The Board has fixed remuneration'oi? 75.000] - (Rupees Seventy Five Thousand only) exclusive oiapplicable tax and out-of-pocket expenses. in terms of Section 148 of the Companies Act. 2013 and the Companies (Audit and Auditors) Rules. 2014. the remuneration oi the Cost Auditors as fixed by the Board oi Directors shall be ratified by the members.

None oi the Directors/Key Managerial Personnel oi the Company] their relatives, In any way. concerned or interested. financially or otherwise in the Resolution setout at item No. 4ofthe Notice.

The Board recommends the Ordinary Resolution for approval oithe members.

. item Nos. s To 7

it may be re-caiied that Mr. Chandresh S. Parikh. Mr. Raiosh C. Parikh and Mr. Atil C. Parlkh were re—appointad ior a period oi? years eiiediveirom i'Aprii, 2016 asthe Executive Chairman, Chief Executive Oilicer 8. Managing Director & Managing Directc. oi the Company by the shareholders of tho Company by way of passing respective special resolutions at the Annual General Meeting held on 25.09.2015. The term oftheir respective offices. therefore. would expire on 31' March. 2019.

NOW LLENC.

Looking to the responsibilities undertaken and contributions made by the aforesaid Managerial Personnei viz. Mr. Chandresh S. Parikh. Executive Chairman, Mr. Rajesh C. Parikh. CEO 8- Managing Director and Mr. Atil C. Parikh. Managing Director otthe Company In developmentot the Company and on account of trends of improved qualities of Management viz business acumen. sagacity. practical wisdom and such other qualities which they developed during the tenure oftheir respective offices. the Board 01 Directors ofthe Company at their meeting held on 24.05.2018, re-appointed the said Managerial Personnel. subject to the approval of the Shareholders, viz.-

-Mr. Chanda-eh S. Parikh as the Executive Chairman:
-Mr. Raiesh C. Parikh as the CEO & Managing Director and
-Mr. Atil C. Parikh as the Managing Director

for a further period ot3 [three] years commenchg from (listApril. 2019 on thetolkming terms at cor-Iditions induding remuneration as recommended bythe Nomination & Remuneration Committee at Directors of the Company:

Mr. Chandraeh S. Parikh, the Executive Chairman. shall be In the overall charge of the business and operations of the Company. He shall act subject to direction. superintendenoe and control at the Board of Directors ofthe Company.

Mr. Chat idreah S. Parikh. who was appointed as Executive Chairman by the members to hold office upto 31 " March. 2019, had attained the age of 70 years on 06'" March. 2016 and hence continuation of his employment as Executive Chairman requires the approval of members by way of a special resolution.

Section 196(3) of the Companies Act. 2013. inter alia. provides that no company shall continue the employment eta person who has attained the age oi 70 years. as Managing Director. Whole-time Director or Manager unless it is approved by the members by passing a special resolution. Part 1 of Schedule V to the Act contains a similar relaxation. Keeping in View that Mr. Chandresh S. Parikh has rich and varied experience in the Industry and has been Involved in the operations of the Company over a long period of time: it would be In the interest of the Company to continue the employment of Mr. Chandreeh S. Pai'".h as Executive Chairman. '

Mr. Haj-ah C. Parikh. the Chiet Executive Officer 8t Managing Director. shall report to Mr. Chandresh S .Parikh. the Executive Chairman otthe Company and shall look after Marketing. Technical matters and Administration and such other matters as may be weighed by the Executive Chairman trom time to time.

Mr. Atil C. Parikh. the Managing Direaor. shall report to Mr. Chandresh S. Parikh, the Executive Chairman ol the Company and shall look alter Marketing. Technical matters and Administration and such other matters as may be assigned by the Exemtive Chairman from time to time.

The Managerial Personnel shall devote their entire time and attention tor the business 6. operations atthe Company.
a. The Managerial Personnel will not be paid any sitting tees for attending the meetings of Board of Directors or Committees thereof.
A: stipulated in Section 198(3) olthe Companies Act. 2013 read with Schedule V. they would receive minimum remuneration in absence or lnadequacy of profits.
It the tenure of cities is determined for any reason whatsoever before the expiration of their respective term ototlices, they shall be entitled to compensation for loss of office in accordance with Section 191 and Section 202 oi the Companies Act,201 3.
Managerial Personnel Shel! maintain secrecy during the continuance ofhis employment.
The respective appointments at the Managerial Personnel may be terminated by giving 90 [ninety] days' notice on eilher side or equivalent payment olaalary in lieu thereof. ,

Necessary Agreemenmtor reappointmentsoltheabove Managerial Personnel wil beexeuitedafler apprwalotshueholders.

The reappointment: at above Managerial Personnel are completely in accordance with the norms laid down in Schedule V to the Companies Act, 2013 and thereforeapproval ofthe Central Government would not be necessary. However. as per Part II -Section II oithe Schedule V. approval otthe shareholders would be necessary for sum r: appointments.

The accompanying notice together with Explanatory Smtement Is to be treated as an abstractaims terms and memorandum oi intereslas required under the Companies Act. 2013.

Acombined statement containing therein information as required under Schedule V at the Companies Act, 2013 Including abstract oithe terms at remuneration is reproduced hereunder.

Your Director: commend the special resolutions at item Nos. 5 to 7 for your approval and acceptance.

Except Mr. Chandreeh S. Parikh. Mr. Reiesh C. Parikh. Mr. Atil C. Parikh and Mrs. Seial R. Parikh. none ottheothar Directors and Key Managerial Personnel and their relatives may be deemed to be concerned or interested in passing the special resolu'ions at Items 5 to 7 above.

" 4' ... s' '. guinito i

COMBINED STATEMENT CONTAINING INFORMATION AS REQUIRED UNDER SCHEDULE V OF THE COMPANIES ACT. 201 3

GENERAL INFORMATION:

1. Nature otindustry: Manufacturing of Micronised Minerals 8t Specialty Chemicals
1. Date of commencement of commercial production: 29" June. 1981
a. financial performance:

$\frac{1}{2}$ is not rested to be the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the set of the			(₹ In Lakhs)
Financial Parameters	31.03.2018	31.03.2017	31.03.2016
Turnover (Gross)	39212.98	37416.78	33970.46
Profit before Depreciation, Interest and Tax	5429.01	5104.59	4564.60
Net Profit for the year	1588.02	1315.95	934.31

Foreign investments orcoilaboration:

The Company has three Subsidiaries outside India viz. 20 Microns SDN. BHD,, Malaysia; 20 Miaons FZE. Sharjah and 20 Micron: Vietnam Company. Vietnam. .

IL INFORMATION ABOUT THE APPOINTEES:

1. Buckaroo nd detalla and Peat Remuneration :

Mr. Chandra-h S. Parikh, Whole-Time Director: desienated the Executive Chairman. of the Company. is overall Incharge of the Management of the affairs of the Company and acts subjectto the directions. superintendence and control of the Board 01 Directors of the Company. Prior to this reappointment. he was serving as Executive Chairman drawing remuneration within the overall ceiling limit off4.62.401l- per month.

Mr. Raj-ah C. Parikh, Whole-time Directordesignatedas the CEO a Managing Director of the Company. reports to the Executive Chairman and looks after Marketing. Administration and Technical matters and such other matters as may be a. signed by the Executive Chairman from time to time. Prior to this re-appointment. he was serving as the CEO & Managing Director drawing remuneration within the overall ceiling limit of 2 4. 08,857/- per month.

Mr. Atll C. Parikh. Whole-time Director designated as the Managing Directoroi the Company. reports to the Executive Chairman and looks atter Marketing. Technical matters and Administration and such ottier matters as may be assigned by the Executive Chairman from time to time. Prior to this reappointment he was sewing as the Managing Director drawing remuneration within the overall ceiling Iirnit of 1 3,80,339I- per month.

Job profile and his suitability:

Mr. Chandresh S. Purikh. the Executive Chairman holds a Degree In Master otScicnce {Chemistry). He has played very important role in the turnaround oi the Company and has over 40 years oi experience. in India and abroad. in va'ioua fields such as product development 8i commercialization oi products developed through R Si O etc. He started his career as REID Chemist in the year 1968with Sunrid Geigy Limited; Vadodaratill 1972. Thereafter he joined in as a Chiet Chemist with General Foam Products. Mombassa. Kenya in 1972 and continued with them till 1975. Thereafter he held Senior Executive positionsasTechnical Director and Executive Director In Banco Products (T) Ltd.. Dar Es Salaam from 1975-82. As Technical Director he was In charge oi Production and technical matters and as an Executive Director he was in overall charge and management of the affairs of that Company. He was a Managing Director in Aeroioam (Nigeria) Ltd.. Lagoa. Nigeria during 1962—88. He came to India for the formation of20 Microns Private Limited In 198'! and started commercial production from 1988.

l..'r. Rajeah c. Parikh holds First Clas Degree in Mechanical Engineering besides, Master In Business Administration. He started his career as a Trainee Engineer in Jyoti Limited for about 8 months and thereafter, associated with the Company and held. on a part time basis. few assignments for a new projectto establish tor China Clay. At the young age 0127, hejoined the Board and was in charge oiTechnical Operations and Marketing of the products otthe Company. His exposure to consumer industry brought in him insight for business and industry. He started taking keen interest in Administration too.

Mr. Atll c. Parikh. aged 41 years, holds a Bachelor's degree in Chemical Engineering from Gujarat University. He then began his careerworking as a ManagementTrainee with 20 Micron: Limited in 199mm). Later. he rebooted to US. and completed his MBA with Finance specialization from Caliiomia. On completion ctMBA. he joined a Finandal Services firm, The Tax Credit Company, where he held a position at a Management Analyst in 2003 and worked for 2 years contributing to various aspects ofthe industry ranging from Marketing. Analysis. HR and Operations. In the year 2005, he rejoined the Company as Management Analyst. He contributed in developing certain strategies and revamping few departments within the organization. He was later on given full charge atthe CNC division overlooking all the major adivities within that division.

All the above Managerial Personnel have vision and farsightedness. acquired business acumen and developed other

qualifies oi Management which could not only lead them to greater heights, but have the potential to putthe Company on asound looting front, year on year.

3. Award] Recognltlon Received

Under the leadership of Mr. Chandreah S. Parikh, Mr. Raiesh C. Parikh and Mr. Atii C. Parikh, 20 Microns Ltd. has received recognitions and awards In the preceding years.

4. Remuneration proposed:

Abstrads at terms of Managerial Remuneration payable to the Managerial Personnel are given in the subsequent paras.

Comparative remuneration profile with reepect to Industry, size of the company, profile or the position and person:

Taking into consideration, the size atthe Company, the profiles oi Managerial Personnel. the responsibilities shouldered by them. the proposed remuneration is in commensurate with the remuneration packages being paid to managerial personnel working in the similar position in the industry.

a. Pecuniary relationship directly or indirectly with the company or relationship with the Managerial Perenrmel, it My

All the above Managerial Personnel viz. Mr. Chandresh S. Parikh. Mr. Rajesh C. Parikh and Mr. Atii C. Parikh does not have any pecuniary interest in the Company other than hold'ng their respective offices as such and as a shareholder of the Company. Mr. Rajesh C. Parikh and Mr. Atii C. Parikh are the sons 01 Mr. Chandresh S. Parikh. the Executive chairman and are Brothers.

Ill. OTHER INFORMATION:

Reasona of load or inadequate protita, etapa taken for Improvement and expected Increase In productivity:

The Board of Directors ofme Company at their Board Meeting held on 24'" May, 2018 approved appointmentofalrxementioned Managerial Personnel. subiect to the approval ofthe Shareholders and as on that day, the Company is having sufficient profit to pay remuneration to above managerial personnel as per the provisions ofSectlon 197 of Companies Act. 2013.

DISCLOSURE

As requii'ed by the Companies Act, 2103 the information is provided under Corporate Governance Report and Board's Report forming part of this Annual Report.

ABSTRACTS OF THE TERMS OF MANAGERIAL REMUNERATION PAYABLE TO THE MANAGERIAL PERSONNEL

1. MR. CHANDRESH S. PARIKH

Period : From Ot'ApriI. 2019 to 81" March. 2022.

Remuneration:

I. Beale Salary: f 4.86.272I- per month with annual increment up to 25% in the BasicSalary as may be decided by . the Nomination a Remuneration Committee and the Board of Directors olthe Compaty from time to time.
Ii. Pemuleltea: 4.6% of the Basic Salary. The detailed components of the perquisites shall be worked out by the Company in consultation with Mr. Chandresh S. Parikh.
III. Commission: Not exceeding 1% olthe Net Profit as worked out as per Section 198 ofthe Companies Act. 2013. tor every financial year, subjectto the limits stipulated in Schedule V to the Companies Act, 2013.
iv. Company's contribution to Provident Fund, Gratuity and such other benefits as are available to other employees or the Company as perthe Company's rules.

2. MR. RAJESH C. PARIKH

Period : From 01'April, 2019 to 31'I March, 2022.

Remuneration:

|. Basic Salary: f 3.71.440/- per month with annual increment up to 25% in the BasicSalary as may be decided by the Nomination & Remuneration Committee and the Board of Directors ofthe Company from time to time.
ll. Parqulaltes: 19.8% of the Butt: Salary. The detailed components of the perquisites shall be worked out by the Company In consultation with Mr. Fiajesh C. Parikh.
lll. Cowman-Ion: Not enceeding 0.75% ofthe Net Profit as worked out as per Section 198 olthe Companies Ad. 2013; for every financial year, subiect to the limits stipulated in Schedule V to the Companies Act, 2013.
III. Company's contribution to Provident Fund. Gratuity and such other benefits as are available to other employees at the Company as per the Company's rules.

MR. ATIL C. PARIKH

Period : From Ol'April. 2019 to 31" March. 2022.

IX".)TKi: [35 {1'7" Finch. 5"}:

Remuneration :

I. Beale Salary: Q 103.82% per month with annual increment up to 25% In the Basic Salary as may be decided by the Nomination 8. Remuneration Committee and the Board of Directors olthe Company from lime to time.
ll. Parqulsltea: 19.6% of the Basic Salary. The detailed components at the perquisites shall be worked out by the Company in consultation with Mr. Atil C. Parikh.
|||. Commission: Not exceeding 0.70% ofthe Net Profit as worked out as per Section 196 olthe Companies Act. 2013, for every financial year. subject to the limits stipulated In Schedule V to the Companit 5 Act. 2013.
fr. Company's contribution to Provident Fund. Gratuity and such other benefits as are available to other employees of the Company as per the Company's rules.

Re—Appolntments of each oi the above Manegerlal Personnel Is for a period of 3 [three] years wectlve 01" April. 2019. lithe tenure of their respective offices is determined by any reason whatsoever before the expiration 01 his term of office, they shall be entitled to compensation for loss oi ottice'In amordance with the applicable provisions olthe Companies Act. 2013. The said appointments may belermlnated by giving 90 [ninety] days of notice on either side orequivalent payment ofsalary'in lieu thereof.

Subject to the overall ceiling laid downin Section 197 read with Schedule V oftheCompanies Act. 2013. they would be entitled to receive commission on net profits or performance linked bonus for such an amount as may be determined by the Board of Directors of the Company year afier year. however.In aggregate. the Commission salary and perquisites in any event shall not exceeds the limit laid down In said Sections olthe Act.

Pursuant to Section 198(3) 01 the Act. read with Schedule V. as amended and subject to such approvals as may be necessary. the salary. perquisites and other emoluments may be paid as the minimum remuneration to above Managerial Personnel in absence of or inadequacy of profit In any financial year.

Item No. B : Commie-Ion to Non-Executive Director- otlho Company :

Though dag-today management is delegated to Executive Chain'nan and Managing Directors. the lionExemlive Directors play an important role at laying down policies and providing guidelines for conduct of Company's business time and again. By the valued contributions made by the Directors through their active participation in the meetings olthe Board and its Committees. the Company has been progressing over the years. The rich experience olDirectors in business. management and admlnlstratlon has led to sound decisions. The Directors are required to devote considerable time to provide and laydown the policies and guidelines to carry on the business competitively. It is appropriate that the servims being rendered by them to the Company are recognized by way of remuneration.

In accordance with the provisions of Section 197 (1) (ii) (A) of the Companies Act. 2013 and SEBI (Listing Obligations and Disclosure Requirements) Rog ulations, 2015. remuneration by way of commission upto 1% orthe net profits may be paid to tr... Directors other than the Executive Chairman and Managing Directors. subject to the approval of shareholders.

Except Non-'Execut'ive Directors. none ofthe Direaors. Whole<tirne Directors and Key Managerlal Personnel otthe Company and their relatives are not concerned or Interested. financially or otherwise In the special resolution at item B atthe Notice.

Your Directors recommend the Resolution at item no. 8 to the notice. for your approval.

Item No. 9: Approval torcontinuation at directorship at Mr. RM. Shah. Non—Executive Independent Director aflor attaining age at seventy five year

Mr. P.M. Shah has been appointed as an Independent Director ofthe Company to hold the office for 5 [five] consecutive years for a term upt. the conclusion of the annual general meeting of the Company to be held in the calend 1r year 2019.

Pursuant to the provisions otSEBl (Listing Obligations and Dodosurs Requirements) (Amendment) REGULATIONS. 2018. Non-Executive Director who has attained age oi seventy live years shall be continued as Dirpctor subject to approval of members by passing special resolution to that street. '

Mr. Pravinchandra M. Shah'Is having rich and varied experience in the Industry tor more than 40 years. partiwlarly in commercial field such as Finance, Accounts, Taxation, Company Law and SEBI Matters, etc. His continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Pravinchandra M. Shah as an Independent Director Your Directors recommend the Resolution at item no. 8 oi the notice tor your approval.

Baoept Mr. Pravlnchandra M. Shah. none olthe Directors ofthe Company are considered to be interested in the said resolution tothe extenlotcommission which may be paid to him.

By Order olthe Board of Director: For 20 Microna Ltd.,

Place : Waghedia. Diet. Vadcdan Anula K. Mulay Data :24" May. 2018 Company Secretary

ANNEXURE T0 ITEMS 2 It 5 TO 7 OF THE NOTICE

Details of Directors seeking appointment and re~eppointment at the forthcoming Annual General Meeting [in pursuance of the SEBI (Listing Obligation and Disclosure Requirement) Regulation. 2015]

Nome at the Director	Mr. Chandresh S. Perikh	Mr. Rajesh C. Parikh	Mr. Atil C. Parikh
ldfimilicltion 00041564DirectorNumber		00041610	00041712
Date or Blrtll	06/03/1946	28/12/1971	04/0911 977
Natlon-Iity	Indian	Indian	Indian
Date of appointmentthe Bonn!	on 29/03/1988	02/07/1998	29/01/2009
Quallllcatlon	Master's degree in Chemistry	B.E. [Mech.] & MBA [Finance]	BachelorinChemicalEngineerlng a. MBA (Finance)
InExpertiselunctloncl area	specific Production, Technical and is MarketingIii-charge of overall functions Developmentof the Company	Business Finance,8.of Product	&MarketingOperations
Me at share. held In thecompany	3696400sharesofequityf5/- each	1659956 equity shares of ? 5/-each	1659956 equity shares of z 5/-each
Relation Inter-u	Mr. Rajesh C. Parikh, CEO 8'MDMr. Atil C. Parikh. ManagingDirectorMrs.NonFI.Parikh,SejalExecutive Director	ChandreshMr.S.Parikh,Executive ChairmanMr. Atil C. Perikh. ManagingDirectorMrs.NonR.Parikn,SejalExecutiveDirector	chendreshMr.S.ParlkhExecutive ChairmanMr. Reject-i c. Parikh. CEO .1.MDMrs.NonR.SejalParikh.Executive Director
ofListdirectorchlpc 20heldother LtdIncomp-nice	Micron:NanoMinerals 20	MicrnnsNanoMinerals 20Umitecl	MicronsNenoMineralsLimited
chairman 'Memberthe Committee. at theBand-ollistedwhichIncompanieshe/shc In IDirector	in NIL'	Stakeholder Relationship 8-Share Transfer Committee-Member	Stakeholder Relationship&Share Transfer Committee'Member

Route Map to the AGM Venue

Von c: Contenma Ream Its-17, GIDC Industrial Eat-tn, WAGHODIA - 391 780. DIIL: Vcdedarl

	$9;WWW?!
Road. Oflloe : 9-10. GIDC Industrial Estate. WAGHODIA —	391 780. Dist. : Vadodara.CIN : L999996J1987FLC009766
	Phone : +91 75748 06350 - Fax : +91 2668 -264008
	E-mall : [email protected] - Web-Ito : www.20microns.com
	ATTENDANCE SUP31" Annual General Meeting

Regd. folio/DP & client No.
No. 0' Shares Held
:—Industrial Estate. WAGHODIA -	I certify that I am a registered Shareholder/Proxy for the registered shareholder of the Company. I hereby record mypresence at the Slst Annual General Meeting of the Shareholders of the Company at the Conference Room 01347. GlDC891 760. Diet. : Vadodara at 3.00 pm on Wednesday the 19th September, 2018'
Name at Member/Proxy	Signature of Member/Proxy :
Not- :
Please fill this attendance slip and hand'rt over at the entrance of the Hall.1.
2.	Hemline/Proxy Holdare/Authorlud flopnaentatlvn are mounted to Ihow their Photo ID ProolI for attendlng
the Meeting.3.	Authorised Representatives of Corporate Members shall produce proper authorization issued in their favour.
	—
v;—%é-—————.T_'——-—	———————————————————————>4;——

20LRand. Office : 9-10. GIDC Industrial Estate, WAGHODIA —Phone : +91 75748 06350 '	MECBBNSrIInIIE391 760. Dist. 1 Vadodara.CIN : LQQQQQGJ1987PLCOOQ768Fax : +91 2668 -264003E-mall : [email protected] - Web-lt- : www.20microi 3.1: m
	''Farm No. : MGT -11PROXY FORM

	[Pursuant to Section 105(6) oi the Companies Act. 2013 and Rule 19(3) of the Companies(Management and Administration) Rules. 2014]

Name of MemberIsllProxy
Registered Address

Folio hum/Client lDDPlD
IIWe,
—the Memberie] holdingbeingName '1.,
Address 2	'
	_
-il-ID :	_
Lamm____;;_Name :2.	or failingSignature
Address :
E-Mail-ID :	shares of the above-named Company, hereby appoint ~himhim
l_Name :3.	or laillngSignature

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AI assistant

20 Microns Limited AGM Information 2018

60390_rns_2018-08-24_3e9c3eee-40f3-43ff-b6e1-aedfb6d51725.pdf

24"I August, 2018

Dear Sir/Madam,

Re: Notice of 31" Annual General Meeting of the Company.