Accuracy Shipping Limited — AGM Information 2021

Sep 4, 2021

NOTICE OF THE 13th ANNUAL GENERAL MEETING

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TO, THE MEMBERS OF ACCURACY SHIPPING LIMITED (CIN: L52321GJ2008PLC055322) SURVEY NO: 42, PLOT NO: 11, MEGHPAR BORICHI, ANJAR - 370110, KACHCHH, GUJARAT

Notice is hereby given that the 13th ANNUAL GENERAL MEETING of the Members of ACCURACY SHIPPING LIMITED will be held on Tuesday 28th September 2021 at 03.30 P.M at the Registered Office of the Company at Survey No: 42, Plot No: 11 Meghpar Borichi, Anjar - 370110, Kachchh Gujarat India to transact the following :

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ORDINARY BUSINESSES:

1. Adoption of Financial Statements

To receive, consider and adopt the Standalone and Consolidated Audited Balance Sheet as at March 31, 2021 and the Profit and Loss Account for the year ended on that date together with the Schedules thereon, along with the Reports of the Directors and Auditors.

2. Appointment of Mr. Vinay Tripathi as a Managing Director liable to retire by rotation

To appoint Mr. Vinay Tripathi (DIN 02344536) who retires by rotation and being eligible offers himself for re-appointment as a Managing Director.

SPECIAL BUSINESS:

3. Appointment of Mr. Vikas Jain as a Director

To consider and if deemed fit, to pass the following as an Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) Mr. Vikas Jain (DIN: 09263216), who was appointed as Additional Director on August 02, 2021 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as Director of the Company liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things, to enter into such agreement(s), deed(s) of amendment(s) or any such document(s), as the Board may, in its absolute discretion, consider necessary, expedient or desirable including the power to sub-delegate, in order to give effect to this resolution or as otherwise considered by the Board to be in the best interest of the Company, as it may deem fit.”

4. Approval for issuance of warrants convertible into equity shares to the promoters of the Company / specified persons on the preferential basis - Special Resolution

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

“RESOLVED THAT pursuant to the provisions of Sections 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, each (including any statutory modifications thereto or re-enactments thereof for the time being in force), the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from

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time to time (“ SEBI ICDR Regulations ”), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“SEBI Takeover Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“ SEBI Listing Regulations ”) and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India (“ SEBI ”) and the stock exchanges where the shares of the Company are listed (“ Stock Exchanges ”), or any other authority / body and enabling provisions in the Memorandum of Association and Articles of Association of the Company, and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as “ Board ” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), the consent of the members of the Company be and is hereby accorded to the Board, to create, issue, offer and allot, from time to time, in one or more tranches, for cash consideration up to 30,00,000 convertible warrants (“ Warrants ”) at a price of Rs. 111/- per Warrant aggregating up to Rs. 33,30,00,000/-(Rupees Thirty-Three Crores Thirty Lacs only)/- to the promoters and non-promoter categories of following persons with a right to the warrant holders to apply for and be allotted 1 (One) equity share of the face value of Rs. 10/- each of the Company (“Equity Shares”) at a premium of Rs. 101 /- per share for each Warrant within a period of 18 (Eighteen) months from the date of allotment of the Warrants, on such terms and conditions as set out in the explanatory statement annexed hereto and on such other terms and conditions, as the Board may in its absolute discretion decide, subject to applicable laws and regulations including the provisions of SEBI ICDR Regulations:

S.NO.	Name of Allottees	Category	No. of Warrants
1.	Vinay Dinanath Tripathi	Promoter	7,50,000
2.	Rama Vinay Tripathi	Promoter	7,50,000
3.	GZM Findevelopers Private Limited	Non-promoter	2,80,000
4.	BZP Enterprises Private Limited	Non-promoter	3,10,000
5.	GKPR Tradex Private Limited	Non-promoter	3,30,000
6.	Rkajal Advisory Services Private Limited	Non-promoter	2,75,000
7.	TRK Builders Private Limited	Non-promoter	3,05,000

RESOLVED FURTHER THAT the “Relevant Date” for this proposed issue of Warrants in accordance with the SEBI ICDR Regulations shall be 27th August, 2021 (Friday), since 28th August, 2021 (Saturday), the date 30 days prior to the date of the general meeting, is a weekend.

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RESOLVED FURTHER that without prejudice to the generality of the above, the issue of Warrants shall be subject to the following terms and conditions:

i. The Warrant holders shall, subject to the SEBI ICDR Regulations and other applicable rules, regulations, and laws, be entitled to exercise the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised. The Company shall accordingly issue and allow the corresponding number of equity shares of the face value of Rs. 10/- each to the Warrant holders.

ii. An amount equivalent to 25% of the Warrant issue price shall be payable at the time of subscription and allotment of each Warrant and the balance 75% shall be payable by the Warrant holder(s) on the exercise of the Warrant(s).

iii. In the event that a Warrant holder does not exercise the Warrants within a period of 18 (Eighteen) months from the date of allotment of such Warrants, the unexercised Warrants shall lapse and the amount paid by the Warrant holders on such Warrants shall stand forfeited by Company.

iv. The Warrants by themselves, until the exercise of the conversion option and allotment of Equity Shares, do not give the Warrant holder thereof any rights akin to that of shareholder(s) of the Company.

v. The Company shall procure the listing and trading approvals for the equity shares to be issued and allotted to the Warrant holders upon exercise of the Warrants from the relevant Stock Exchanges in accordance with the Listing Regulations and all other applicable laws, rules, and regulations.

vi. The Equity Shares so allotted on exercise of the Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari passu in all respects including dividend, with the then existing Equity Shares of the Company.

vii. That the Warrants do not give any rights/entitlements to the Warrant holders that of a shareholder of the Company.

viii. The Warrants and Equity Shares issued pursuant to the exercise of the Warrants shall be locked in 3 years for promoter group and 1 year for the non-promoter group, as prescribed under the SEBI ICDR Regulations from time to time.

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RESOLVED FURTHER THAT, the Board be and is hereby authorized to, do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot equity shares upon exercise of the Warrants, to issue certificates/ clarifications on the issue and allotment of Warrants and thereafter allotment of equity shares further to exercise of the Warrants, effecting any modifications to the foregoing (including to determine, vary, modify or alter any of the terms and conditions of the Warrants including deciding the size and timing of any tranche of the Warrants), entering into contracts, arrangements, agreements, memoranda, documents to give effect to the resolutions above (including for appointment of agencies, consultants, intermediaries and advisors for managing issuance of Warrants and listing and trading of Equity Shares issued on exercise of Warrants), including making applications to Stock Exchanges for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, seeking approvals from lenders (where applicable), to take all such steps as may be necessary for the admission of the Warrants and equity shares (to be issued on exercise of the Warrants) with the depositories, viz. NSDL and CDSL and for the credit of such Warrants/ Shares to the respective dematerialized securities account of the proposed allottees, and to delegate all or any of the powers conferred by the aforesaid resolutions on it to any committee of directors or any director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, as deemed fit by the Board, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of proceeds thereof, and take all steps and decisions in this regard.”

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By Order of the Board of Directors For ACCURACY SHIPPING LIMITED

Sd/Vinay Dinanath Tripathi Managing Director DIN – 02344536 September 02, 2021 Registered Office: Survey no: 42, Plot no: 11, Meghpar Borichi Anjar 370110

Notes:

1. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need not be a member of the Company.

The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting.

Pursuant to the provisions of Section 105 of the Companies Act, 2013 (‘the Act’), a person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. The holder of proxy shall prove his identity at the time of attending the Meeting.

1. Members who hold shares in dematerialized form are requested to bring details of their demat account (DP ID and client ID) for speedy and easier identification of attendance at the meeting.

2. Corporate members intending to send their authorised representative(s) to attend the Meeting are requested to send to the Company a certified true copy of the relevant Board Resolution together with the specimen signature(s) of the representative(s) authorised under the said Board Resolution to attend and vote on their behalf at the Meeting.

3. A Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”), relating to the Special Business to be transacted at the Meeting is annexed hereto.

4. Members/Proxies/Authorised Representatives are requested to bring to the Meeting necessary details of their shareholding, attendance slip(s) and copy(ies) of their Annual Report.

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1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

2. Relevant documents referred to in the Notice are open for inspection by the members at the registered office of the Company on all working days (that is, except Saturdays, Sundays and Public Holidays) during business hours up to the date of the Meeting. The aforesaid documents will be also available for inspection by members at the Meeting.

3. The Company’s Registrars & Transfer Agents for its share registry is Link Intime India Private Limited having its office at 506-508, ABC- 1, Near St. Xavier’s College Corner, Ahmedabad- 380006.

4. Members holding shares in electronic mode are requested to intimate any change in their address or bank mandates to their DPs with whom they are maintaining their Demat accounts. Members holding shares in physical mode are requested to advise any change in their address or bank mandates to the Company / Link Intime India Private Limited.

5. Members holding shares in electronic mode:

6. are requested to submit their PAN to their respective DPs with whom they are maintaining their Demat accounts, as mandated by SEBI for every participant in the securities market.

7. are advised to contact their respective DPs for availing the nomination facility.

8. Members who have not registered/updated their e-mail addresses with RTA or with their DPs, if shares are held in electronic mode, are requested to do so for receiving all future communications from the Company including Annual Reports, Notices, Circulars, etc., electronically.

9. Non-Resident Indian members are requested to inform RTA / respective DPs, immediately of:

a. Change in their residential status on return to India for permanent settlement.

b. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

1. The Scrutinizer will, after the conclusion of voting at the Meeting, scrutinize the votes cast at the Meeting (Insta Poll) and votes cast, make a consolidated Scrutinizer’s Report and submit the same to the Chairman. The result declared along with the consolidated Scrutinizer’s Report will be placed on the website of the Company: www.aslindia.net.

2. The Company has fixed August 20, 2021, as the “Cut-off Date” to record the entitlement of the shareholders to cast their vote at the 13th Annual General Meeting. The Notice is being sent to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners, received from National Securities Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL) as of Friday, 20th August 2021.

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1. The result will simultaneously be communicated to the stock exchanges.

2. Subject to receipt of requisite number of votes, the Resolutions proposed in the Notice shall be deemed to be passed on the date of the Meeting, that is, Tuesday, September 28, 2021.

INFORMATION AND OTHER INSTRUCTIONS RELATING TO E-VOTING:

The voting period begins on Friday, September 24, 2021 at 9:00 am (IST) and ends on Monday, September 27, 2021 at 5:00 pm (IST). During this period, members of the Company as on the cut-off date i.e. Friday, September 17, 2021, may cast their votes electronically. The e-voting module shall be disabled by CDSL thereafter.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL

1) Users who have opted for CDSL Easi / Easiest facility, can log in through their existing user id and password. Option will be made available to reach the e-Voting page without any further authentication. The URL for users to log in to Easi / Easiest is https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e- voting is in progress as per the information provided by the company. On clicking the e-voting option, the user will be able to see the e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meetings & voting during the meeting. Additionally, there are also links provided to access the system of all e- Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers website directly. 3) If the user is not registered for Easi/Easiest, the option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and PAN No. from an e- Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e- Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Individual Shareholders holding securities in demat mode with NSDL

1) If you are already registered for the NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on mobile. Once the home page of e- Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under the ‘IDeAS’ section. A new screen will open. You will 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 the e-Voting page. Click on the company name or e-Voting service provider name and you will be re-directed to the e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meetings & voting during the meeting. 2) If the user is not registered for IDeAS e-Services, the 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 mobile. Once the home page of the e-Voting system is launched, click on the icon “Login” which is available under the ‘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 the NSDL Depository site wherein you can see the e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to the e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting duringthe meeting

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

You can also log in using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for the e-Voting facility. After Successful login, you will be able to see the e-Voting option. Once you click on the e- Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see the e- Voting feature. Click on the company name or e-Voting service provider name and you will be redirected to the e-Voting service provider website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting.

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

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

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Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact the CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22- 23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(i) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders .

i. Visit the e-Voting website of CDSL. Open web browser by typing the following URL: www.evotingindia.com either on a Personal Computer or on mobile.

ii. Click on Shareholders.

iii. 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.

iv. Next enter the Image Verification as displayed and Click on Login.

v. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on earlier voting of any company, then your existing password is to be used.

vi. If you are a first time user, then follow the steps below:

	For Shareholders holding shares in Demat Form other than individual and Physical Form
PAN	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. Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for all shareholders)

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Dividend Bank Details OR Date of Birth (DOB)	If both the details are not recorded with the depository or company, please enter the member id/folio number in the Dividend Bank details field as mentioned in instruction (v). Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your Demat account or in the company records in order to log in.

vii. After entering these details appropriately, click on the “SUBMIT” tab.

viii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in Demat form will now reach the ‘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 the company opts for e-voting through the CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential

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

x. Click on the EVSN for the relevant on which you choose to vote.

xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same option “YES/NO” for voting. Select the option YES or NO as desired. Option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xiii. 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.

xiv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xv. You can also take a print of the votes cast by clicking on the “Click here to print” option on the Voting page.

xvi. 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.

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xvii. Facility for Non – Individual Shareholders and Custodians –Remote Voting

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com. 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) on which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts, they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor 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 to send the relevant Board Resolution/ Authority letter, etc. together with the attested specimen signature of the duly authorized signatory who is authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@aslindia.net, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• 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 Company/RTA email id.

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

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

xviii. In case you have any queries or issues regarding e-voting, you may refer to the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under the help section or write an email to helpdesk.evoting@cdslindia.com.

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ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013. Item No. 2

Profile of the director being re-appointed at the ensuing AGM

Name of Director	Mr. Vinay Tripathi
DIN	02344536
Date of Appointment	24/10/2008
Expertise in specific functional areas	Custom Clearance and Forwarding
Experience	20 years
Directorship held in other Listed Companies as on 31st March, 2021.	None
Chairmanship / Membership of Committee held in other Listed Companies as of 31st March, 2021.	None
Number of Equity Shares held in the Companyas on 31st March, 2021.	5753809 (38.22%)
Relationship with other directors and KeyManagerial Personnel	Mrs Rama Tripathi (Wife)
Terms and Conditions of Appointment	Retirable by rotation, Managing Director
List of Directorship held in other Companies as on 31.03.2021	Jayant Logistics Private Limited A.R.S. International Private Limited A.R.S. Terminals (India) Private Limited Naisha Empty Park Private Limited Naisha Motors Private Limited

Your Directors recommended the Resolutions for approval of Shareholders as Ordinary Resolutions.

None of the Directors, Manager, Key Managerial Personnel & his Relatives are concerned or interested in the Resolution except Mrs. Rama Tripathi being related. The Director, therefore, recommends the acceptance of the proposed Resolution in the best interest of the Company.

Item No. 3

The members are informed that Mr. Vikas Jain was appointed as an Additional Director of the Company with effect from 02nd August, 2021, in accordance with the provisions of the Companies Act, 2013, read with the Articles of Association of the Company the above director holds office only up to the date of the ensuing Annual General Meeting of the Company.

Accordingly, in terms of the requirements of the provisions of Companies Act, 2013 approval of the members of the Company is required for regularization of Mr. Vikas Jain as Director of the Company

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Brief Profile of Mr. Vikas Jain proposed as a Non-Executive, Non-Independent Director

Director
Name of Director	Mr. Vikas Jain
DIN	09263216
Date of Appointment	02/08/2021
Education Qualification	CS, M.com, LLB
Expertise in specific functional areas	Customs and General Law
Experience	5 years
Directorship held in other Listed Companies as on 31st March, 2021.	None
Chairmanship / Membership of Committee held in other Listed Companies as of 31st March, 2021.	None
Number of Equity Shares held in the Companyas on 31st March, 2021.	Nil
Relationship with other directors and KeyManagerial Personnel	None
Terms and Conditions of Appointment	Retirable by rotation, Non-Executive, Non- Independent Director
List of Directorship held in other Companies as on 31.03.2021	Nil

Your Directors recommended the Resolutions for approval of Shareholders as Ordinary Resolutions.

None of the Directors, Manager, Key Managerial Personnel & his Relatives are concerned or interested in the Resolution. The Director, therefore, recommends the acceptance of the proposed Resolution in the best interest of the Company.

Item No. 4

Keeping in view the future prospects, the Company requires additional funding on a long term basis, and in order to augment the funding requirements of the Company for working capital purposes & other capital expenditure requirements and for other general corporate purposes, the Board of Directors of the Company in its meeting held on September 02nd, 2021 reviewed and discussed various options available with the Company to meet the fund requirement and accorded its approval for raising funds through the issuance of up to 30,00,000 (Thirty Lacs) Convertible Warrants (“Warrants”) to the proposed allottees as set out below, being promoters of the Company / non-promoters category of persons on a preferential basis by way of preferential allotment subject to the approval of the members of the Company.

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As per Section 62(1)(c) of the Companies Act, 2013 (as amended from time to time) read with Rule 13 of the Companies(Share Capital and Debenture) Rules,2014, and Regulation 160 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as may be applicable, a listed issuer is permitted to make a preferential issue of specified securities, if a special resolution has been passed by its members.

The Board of Directors of the Company at their meeting held on September 02nd, 2021 had approved the issue of Warrants and accordingly proposes to issue and allot in aggregate and up to 30,00,000 (Thirty Lacs) Convertible Warrants (“Warrants”) each convertible into or exchangeable for One (1) Equity Share of the face value of Rs. 10/- each at a price (including the warrant subscription price and the warrant exercise price) of Rs. 111 /- each at a premium of Rs. 101 /- per share for each Warrant aggregating upto 33,30,00,000 (Rupees Thirty Three Crores Thirty Lacs only) to the following allottees forming part of the Company's promoters / specified persons:

S.NO.	Name of Allottees	Category	No. of Warrants
1.	Vinay Dinanath Tripathi	Promoter	7,50,000
2.	Rama Vinay Tripathi	Promoter	7,50,000
3.	GZM Findevelopers Private Limited	Non-promoter	2,80,000
4.	BZP Enterprises Private Limited	Non-promoter	3,10,000
5.	GKPR Tradex Private Limited	Non-promoter	3,30,000
6.	Rkajal Advisory Services Private Limited	Non-promoter	2,75,000
7.	TRK Builders Private Limited	Non-promoter	3,05,000

Each Warrant is convertible into One (1) equity share and the conversion can be exercised at any time during the period of eighteen (18) months from the date of allotment of Warrants, as the case may be, on such terms and conditions as applicable, entitling the proposed allottees to subscribe to and be allotted the Warrants convertible into equity shares of the Company.

Accordingly, the approval of the members of the Company is being sought, by way of a special resolution, to create, issue, offer and allot, warrants convertible into Equity Shares, by way of preferential allotment to the proposed allottees.

The Warrants issued pursuant to the abovementioned resolutions shall be subject to lock-in in accordance with Regulations 167 and 168 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Equity Shares arising out of the conversion of the warrants shall rank Pari-passu inter se and with the then existing equity shares of the Company in all respects.

The disclosures prescribed under the Companies Act, 2013, Rule 13 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 163 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, are as follows:

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Particulars	Disclosure
The objects of the issue	To augment the funding requirements of the Company for working capital purposes & other capital expenditure requirements and for other general corporate purposes
The total number of shares or other securities to be issued	Total number of convertible Warrants to be issued: up to 30,00,000 (Thirty Lacs)
The price or price band at/within which the allotment is proposed	Total of upto 30,00,000 convertible Warrants to be issued On conversion of warrants to Equity shares, the issue price shall be at Rs. 111 (Face value – Rs. 10/- and Securities Premium at Rs. 101) Warrants shall be exercised within a period of 18 (eighteen) months from the date of allotment, in one or more tranches. The proposed issue of equity shares upon exercise of warrants would be within the limits of the existing authorised capital of the Company. In accordance with Part IV – Regulation 164 of SEBI (ICDR) Regulations, 2018
Basis on which the price has been arrived at	The equity shares of the Company are listed on National Stock Exchange of India Limited (NSE). The equity shares listed on the NSE are frequently traded the minimum issue price of Warrants has been calculated with reference to regulation 164 of the SEBI ICDR Regulations. The minimum price per convertible Warrant has been computed as Rs. 111/- It is proposed to issue Warrants which are convertible into an equivalent number of equity shares of Rs. 10/- each (face value) and at an issue price of Rs. 111/- each. The price has been calculated in accordance with Part IV – Regulation 164 of SEBI (ICDR) Regulations, 2018.

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Relevant date with reference to which the price has been arrived at		Relevant date in accordance with Regulation 161 of SEBI ICDR Regulations, 2018: 27th August, 2021 (Friday), since 28th August, 2021 (Saturday), the date 30 days prior to the date of the general meeting, is a weekend.
The class or classes of persons to whom the allotment is proposed to be made		The Board of Directors in its meeting dated September 02nd, 2021 has resolved to issue upto 30,00,000 convertible Warrants to the following persons: S. NO. Category No. of Warrants Vinay Dinanath Tripathi Promoter Promoter 7,50,000 2,80,000 3,10,000 Name of Allottees Non- promoter 7,50,000 3,30,000 2,75,000 3,05,000 1. Rama Vinay Tripathi GZM Findevelopers Private Limited BZP Enterprises Private Limited GKPR Tradex Private Limited Rkajal Advisory Services Private Limited TRK Builders Private Limited 2. 3. 4. 5. 6. 7. Non- promoter Non- promoter Non- promoter Non- promoter
Intention of promoters, directors, or key managerial personnel to subscribe to the offer		The preferential issue of convertible Warrants will be made to Mr. Vinay Dinanath Tripathi and Mrs. Rama Vinay Tripathi, promoters of the Company. Therefore, they are interested in the proposal to the extent of the securities to be issued and allotted to them. None of the other directors/key managerial personnel of the Company would be subscribing to the preferential issue of Warrants proposed to be issued by the Company
The proposed time within which the allotment shall be completed		The Securities shall be issued and allotted within a period of fifteen (15) days from the date of passing of the Special Resolution, provided that where the allotment of such Securities is pending on account of pendency of any

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regulatory approval for such allotment, the allotment shall be completed within a period of fifteen (15) days from the date of such approval or such other extended period as may be permitted under the applicable SEBI ICDR Regulations as amended from time to time.

The names of the proposed allottees and the percentage of post preferential offer capital that may be held by them

Name of the allottee	Pre issue details	Post issue details
Vinay Dinanath Tripathi	57,53,809	65,03,809
Rama Vinay Tripathi	37,92,000	45,42,000
GZM Findevelopers Private Limited	-	2,80,000
BZP Enterprises Private Limited	-	3,10,000
GKPR Tradex Private Limited	-	3,30,000
Rkajal Advisory Services Private Limited	-	2,75,000
TRK Builders Private Limited	-	3,05,000

The change in control, if any, There will be no change in the Board of in the Company that would Directors and no change in the control occur consequent to the over the Company consequent to the preferential offer issue of Securities as aforesaid. However, there will be a dilution in the shareholding to the extent of equity shares of the Company to be allotted pursuant to the conversion of Warrants into equity shares of the Company.

The number of persons There was no Preferential issue made to whom allotment on during the year preferential basis have already been made during the year, in terms of number of securities as well as price

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The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer.	Not applicable since the Company is issuing Warrants for cash consideration.
Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue	Mr. Vinay Dinanath Tripathi. Mrs. Rama Vinay Tripathi. Mrs. Kajal and Mr. Rakesh Kumar for Rkajal Advisory Services Private Limited. Mrs. Jyoti and Mr. Rajesh Kumar for TRK Builders Private Limited. Mr. Mohan Polooru and Mr. Swaminathan Subramani for GZM Fine developers Private Limited. Mr. Nitin Pandurang Gopale and Mr. Vaibhav Baluzore for BZP Enterprises Private Limited. Mrs. Pushpa Girdharilal Raheja and Mrs. Rama Kapoor for GKPR Tradex Private Limited Ultimate beneficial owners of the shares proposed to be allotted: 1. 2. 3. 4. 5. 6. 7.
Undertaking and other disclosures	Company shall re-compute the price of the specified securities in terms of the provisions of these regulations where it is required to do so. If the amount payable on account of re-computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked in till the time such amount is paid by allottees. None of the Company, its directors, or Promoter have been declared as wilful defaulter as defined under the SEBI ICDR Regulation.

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The Company is eligible to make the Preferential Issue to its Promoter under Chapter V of the SEBI ICDR Regulations. No member of the promoter group of the Company has sold or transferred any Equity Shares during the six months preceding the Relevant Date. The Company has not made any preferential issue of securities during the current financial year. The Equity Shares held by the proposed allottees in the Company are in dematerialized form only. No person belonging to the promoters / promoter group has previously subscribed to any warrants of the Company. During the period commencing from August 28th, 2021 till the date of notice of this AGM, the Company has not made any preferential issue of securities. Report of the registered valuer is not required under the provisions of the second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 for the proposed Preferential Allotment.

Auditor’s certificate & Inspection of Documents:

The Certificate issued by M/s. Lahoti & Lahoti, Chartered Accountants, Statutory Auditors of the Company certifying that the preferential issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations, will be placed before the Members at the AGM and will be kept open for inspection at the Registered Office of the Company between 10.00 AM to 7.00 PM on all working days between Monday to Friday of every week, upto the date of this AGM.

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Lock in period:

The proposed allotment of Warrants shall be subject to lock- in as per requirements of the SEBI ICDR Regulations for period of one year from the date of allotment. The Equity Shares arising pursuant to exercise of options against each Warrant, to Promoter, shall be subject to 'lock-in' for a period of 3 (three) years from the date of trading approval for such equity shares in accordance with Regulation 167 and 168 of the SEBI ICDR Regulations.

Disclosure about the names of issuer, its Promoters or any of its directors not appearing in the list of wilful defaulters as issued by RBI.

The Company, its Promoters and its Directors are not categorized as wilful defaulter(s) by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India (“RBI”).

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Disclosure pursuant to the pre issue and post issue shareholding pattern of the Company:

Sr. No	Category	Pre issue	Pre issue	Issue of warrants	Post issue #	Post issue #
		Shares	%		Shares	%
A	Promoters holding
1	Indian	95,45,809	63.40	15,00,000	1,10,45,809	61.18
	Individuals	95,45,809	63.40	15,00,000	1,10,45,809	61.18
	Sub-total	95,45,809	63.40	15,00,000	1,10,45,809	61.18
2	Foreign	0	0	0	0	0
	Sub-total (A)	95,45,809	63.40	15,00,000	1,10,45,809	61.18
B	Non- promoters' holding	55,10,191	36.60	15,00,000	70,10,191	38.82
1	Non- institutional investors	22,16,149	14.72	0	22,16,149	12.27
2	Body corporates	11,56,149	7.68	15,00,000	26,56,149	14.71
3	Directors and relatives	0	0	0	0	0
4	NRIs	1,01,986	0.68	0	1,01,986	0.56
5	Indian public and others	20,35,907	13.52	0	20,35,907	11.28
6	sub-total (B)	55,10,191	36.60	15,00,000	70,10,191	38.82
	Grand Total	**1,50,56,000 **	100	30,00,000	**1,80,56,000 **	100

assuming full conversion of the warrants

Notes:

1. Pre-issue shareholding pattern has been prepared based on the shareholding of the Company as of August 20th, 2021.

2. Post-issue holding of all the other shareholders is assumed to remain the same, as it was on the date, on which the pre-issue shareholding pattern was prepared.

3. The above Shareholding pattern assumes allotment of 30,00,000 equity shares including the equity shares to be issued and allotted upon exercise of right attached to all the

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Warrants, if any. In the event, right for allotment of Share against all or any of the Warrant(s) are not exercised, the Shareholding Pattern shall change correspondingly

In accordance with the provisions of Sections 42 and 62 of the Act read with applicable rules thereto and relevant provisions of the SEBI ICDR Regulations, approval of the Members for issue and allotment of the Warrants to is being sought by way of a “Special Resolution” as set out in the said item no. 4 of the Notice.

The aforesaid Preferential Issue is within the Authorised Share Capital limit of the Company.

The Board of Directors believes that the proposed Preferential Issue are in the best interest of the Company and its Members and, therefore, recommends the Special Resolution at Item no.4 of the accompanying Notice for approval by the Members of the Company.

None of the Directors, Key Managerial Personnel (KMP) or their respective relatives Except Mr. Vinay Dinanath Tripathi, and Mrs. Rama Vinay Tripathi and their respective relatives, are in any way, concerned or interested, financially or otherwise in the said resolution.

By Order of the Board of Directors For Accuracy Shipping Limited

Sd/Vinay Dinanath Tripathi Managing Director DIN – 02344536

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ATTENDANCE SLIP

Folio No:______ DP ID: _____ Client DP ID:________

Number of Shares held:_______

Name of the attended member/Proxy:___________

I hereby record my presence at the 13th Annual General Meeting of Accuracy Shipping Limited held on September 28, 2021 at 3:30 P.M. at ASL HOUSE, SURVEY NO: 42, PLOT NO: 11 MEGHPAR BORICHI, ANJAR - 370110, KACHCHH, GUJARAT, INDIA

…………………………………….

Member’s/ Proxy’s Signature (To be signed at the time of handing over the slip)

Note: Shareholders attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

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Form No. MGT-11

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: L52321GJ2008PLC055322

Name of the Company: ACCURACY SHIPPING LIMITED

Registered Office: ASL HOUSE, SURVEY NO: 42, PLOT NO: 11 MEGHPAR BORICHI, ANJAR - 370110, KACHCHH, GUJARAT, INDIA

Name of Member(s) Registered Address E-Mail ID Folio No/ Client Id DP ID

I/We, being the member (s) of ........................ shares of the above named company, hereby appoint

1. Name: ……………………… Address: ………………………………

E-mail Id: …………………………… Signature: ………………………….., or failing him

2 . Name: ……………………… Address: ………………………………

E-mail Id : …………………………… Signature: ………....…………….., or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 13th Annual general meeting of the company, to be held on the September 28, 2021 at 3:30 P.M. at: ASL HOUSE, SURVEY NO : 42, PLOT NO : 11 MEGHPAR BORICHI ANJAR - 370110, KACHCHH, GUJARAT, INDIA and at any adjournment thereof in respect of such resolutions as are indicated below:

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**I wish my above Proxy to vote in the manner as indicated in the box below:

Description of Resolution	FOR	AGAINST
Ordinary Business
To receive, consider and adopt the Standalone and consolidated Audited Balance Sheet as at March 31, 2021 and the Profit and Loss Account for the year ended on that date together with the Schedules thereon, along with the Reports of the Directors and Auditors thereon. 1.
2. Appointment of Mr. Vinay Tripathi as a Managing Director liable to retire by rotation
3. To regularize Mr. Vikas Jain as Director of the Company Special Business
3. To regularize Mr. Vikas Jain as Director of the Company
4. Approval for issuance of warrants convertible into equity shares to the promoters of the Company / specified persons on the preferential basis

Signed this __day of __, 2021 AFFIX Signature of Shareholder____ REVENUE STAMP Signature of Proxy holder (s)___

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Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. For the Resolutions and Notes, please refer to the accompanying Notice.

3. It is optional to put an X in the appropriate column against the Resolution indicated in the Box, if you leave them for and against column blank against the above resolution, your proxy will be entitled to vote in the manner as he/ she thinks appropriate.

6. A Proxy need not be a member of the Company

7. All alterations made in the form of proxy shall be initialed.

8. The form of Proxy confers authority to demand or join in demanding a poll.

9. The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the meeting.

Route map of the venue of 13th Annual General Meeting

Accuracy Shipping Limited Address: ASL House, Survey No: 42, Plot No: 11, Meghpar Borichi, Anjar - 370110, Kachchh, Gujarat, India

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