Airo Lam limited — Board/Management Information 2018

Nov 27, 2018

. AIROLAM LIMITED

Dalpur Village, Nananpur Approach Road, Ta.: Prantij, Dist.: S.k .. 383120, Gujarat, India. P: +91 2770 240572/73, F: +91 2770 240574, e-mail: marketing@airolam.com CJN · U20211 GJ2007PLC052019

Date: 27th November 2018

AIROLA.M®

DECORATIVE LA MINATE S

To, The Manager-Listing Department, The National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai-400051.

Dear Sir,

Sub: Notice of Extra Ordinary General Meeting to be held on December 25, 2018

This is to inform that an Extra Ordinary General Meeting is to be held on December 25, 2018 for Appointment of Mr. Hardik Patel as a Non Executive Director.

Notice of Extra Ordinary General Meeting for the same is attached.

Thanking you,

RuchiShah

E 0 0 E ro e 'i

AIRO LAM LIMITED

Address: Survey No. 355, Nananpur Road, N.H. No. 8, DECO RATIVE LAMIN ATES Village- Dalpur, Ta. Prantij Himatnagar 383120, Gujar at, India. CIN:L20211GJ2007PLC052019

NOTICE

Notice is hereby given that the Extra Ordinary General Meeting of the Company will be held on Tuesday, 25th December, 2018 at the Registered Office of the Company at 02:00 P.M. to transact the following business:

1. Appointment of Mr. Hardik Patel as Director:

To consider and if thought fit, to pass with or wit hout modification(s) the following resolution as ordinary resolution:

"RESOLVED THAT pursuant to the provisions of Section 149, 152, 164, 165 and other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder and the SEBI (LODR/Listing Regulations) as may be applicable, (including any amendments or modifications thereof), Mr. Hardik Patel (DIN:08282838} who was appointed as an Additional Director by the Board of Director of the Company with effect from 22nd November, 2018 and who holds office up to the date of this Extra Ordinary General Meeting in terms of Section 161{1) of Companies Act, 2013, be and is hereby appointed as a Director of the Company whose office is liable to retire by rotation.

"FURTHER RESOLVED THAT the board of directors of the Company, be and are authorized to do all the acts, deeds and things which are necessary and also authorized to file requisite e-forms with appropriate authority within such time period as may be prescribed."

Place: Prantij Date: 22"d November, 2018

Registered office: Survey No. 355, Nananpur Road, N.H. No. 8, Village- Dalpur, Ta. Prantij, Gujarat 383120.

By Order of Board of Directors For, Airo Lam Limited CIN: L20211GJ2007PLC052019 sd/- Mr. Pravinbhai N. Patel Managing Director DIN: 01840244

NOTES:

• 1. A MEMBER ENTITLED TO ATIEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATIEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as a proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

• 1. The relative explanatory statements pursuant t o Section 102(1) of the Companies Act, 2013 in respect of the Special Business set out in the notice are annexed hereto.
• 1. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed, and signed and stamped, not less than 48 hours before the commencement of the meeting. A Proxy Form is sent herewith. Proxies submitted on behalf of t he companies, societies etc., must be supported by an appropriate resolution/authority, as applicable.

• 4. Members' voting rights shall be in proportion to his/her/their share of paid up equity share capital of the Company.

• S. In case of joint holders attending the meeting together, only whose name appearing first will be entitled to vote.

• 1. This notice ("EGM Notice") is being sent to all the members, whose names appear in the Register of Members I list of Beneficial Owners as received from National Securities Depository Limited (NSDL) I Central Depository Services (India) Limited (CDSL) on 23rd November, 2018. The EGM Notice is also posted on the website of the Company i.e. www.airolam.com
• 1. Members are requested to notify any change in their address/ mandate/ bank details immediately to the Company at its Registered Office.
• 1. Corporate members intending to send their authorized representatives to· attend the meeting are requested to send a certified copy of the board resolution authorizing their representative to attend and vote on their behalf at the meeting.
• 1. Members/Proxies are requested to bring their Attendance Slip, sent herewith, duly filled in, for attending the meeting.
• 1. Members who have registered their e-mail id for the receipt of documents in electronic mode are being sent EGM Notice by e-mail and others are sent by registered post/ speed post/ courier. Members who have received EGM Notice by e-mail and wish to vote physically can do the same by remaining present in the meeting.
• 1. Documents specifically stated in the Explanatory Statement are open for inspection at the Registered Office of the Company between 10.00 A.M. and 1.00 P.M. on all working days (except Saturdays, Sundays and Public Holidays) up to the date of announcement of result of EGM.

1. The Company has appointed M/s. Trupal J. Patel & Co., Practicing Chartered Accountant (FRN- 12350SW) to act as the Scrutinizer for conducting the voting process in a fair and transparent manner.

Place: Prantij Date: 22nd November, 2018

Registered office:

By Order of Board of Directors For, Airo Lam Limited CIN:L20211GJ2007PLC052019

sd/-

Survey No. 355, Nananpur Road, N.H. No. 8, Villag~- Dal~ur, Ta. Prantij, Gujarat 383120.

Mr. Pravinbhai N. Patel Managing Director DIN: 01840244

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Appointment of Mr. Hardik Patel as Director:

The Board of Directors, at its meeting held on November 22, 2018 appointed Mr. Hardik Patel as an Additional Director of the Company with effect from November 22, 2018 pursuant to provisions of Section 149, 152, 164, 165 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, as may be applicable.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Hardik Patel will hold office up to the date ofthis Extra Ordinary General Meeting.

The resolution seeks the approval of the members for the appointment of Mr. Hardik Patel as a Non Executive Director to be designated as Director of the Company whose office is liable to retire by rotation.

None of the Directors, Key Managerial Personnel or their relatives are interested or concerned, financially or otherwise in the resolution.

Place: Prantij Date: 22nd November, 2018 By Order of Board of Directors For, Airo Lam Limited CIN:L20211GJ2007PLC052019

sd/-

Mr. Pravinbhai N. Patel Managing Director DIN: 01840244

Registered office: Survey No. 355, Nananpur Road, N.H. No. 8, Village- Dalpur, Ta. Prantij, Gujarat 383120.