Arcee Indusrtries ltd. - AGM Information 2019

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August 27, 2019

Corporate Relationship Department Bombay Stock Exchange Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001 Scrip Code : 520121

Sub: Notice of the 27[th] Annual General Meeting .

Dear Sir / Madam,

We enclose in terms of Regulation 30 of the SEBI ( Listing Obligations and Disclosure Requirements) Regulation , 2015 a copy of the Notice dated August 13 , 2019 Convening 27[th] Annual General Meeting (AGM) of the Company on Saturday, September 28, 2019, at 9.00 A.M at the Registered Office of the Company 7[th] K.M Barwala Road , Talwandi Rana Hisar (Haryana) -125001.

This is for your kind information and records.

Thanking You,

Yours faithfully, For : ARCEE INDUSTRIES LIMITED

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(VAIBHAV WADHWA) COMPANY SECRETARY & COMPLIANCE OFFICER

27[th] ANNUAL REPORT

- 2018 2019

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ARCEE INDUSTRIES LIMITED

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

SMT. SHRUTI GUPTA WHOLE TIME DIRECTOR (DIN – 01742368) w.e.f. 05.04.2019 SH. GOURAV JINDAL DIRECTOR (DIN – 08382031) w.e.f. 05.04.2019 SH. S. P. KANODIA DIRECTOR (DIN – 00284918) SH. MANOJ GOYAL DIRECTOR (DIN – 00067155) SH. PANKAJ AGARWAL DIRECTOR (DIN – 00020220) SH. RAMESH CHANDER GUPTA DIRECTOR (DIN - 00284823) Resign on 05.04.2019 SMT. KRISHNA GUPTA WHOLE TIME DIRECTOR (DIN – 00284849) Resign on 05.04.2019

KMP OF THE COMPANY

MR. VAIBHAV WADHWA MR. OM PARKASH

COMPANY SECRETARY & COMPLIANCE OFFICER CHIEF FINANCIAL OFFICER

M/S. JAIN MITTAL CHAUDHARY & ASSOCIATES CHARTERED ACCOUNTANTS SCO - 144, 1[ST] FLOOR, RED SQUARE MARKET HISAR – 125 001 (HARYANA)

HISAR – 125 001 (HARYANA) REGD. OFFICE & WORKS 7thK.M. BARWALA ROAD TALWANDI RANA HISAR - 125 001 (HARYANA) PH. : 98120-20111, 98120-40111 E-mail ID : [email protected] REGISTRAR & SHARE TRANSFER AGENT MAS SERVICES LIMITED T-34, 2NDFLOOR, OKHLA INDL. AREA PHASE – II, NEW DELHI – 110 020 PH. : 011-26387281, 26387282 FAX : 011-26387384 E-mail ID : [email protected]	CONTENTS Notice ____ 1 Directors’ Report ____ 19 Report on Corporate Governance_ 35 Auditors’ Report ___ 48 Balance Sheet ___ 56 Statement of Profit & Loss _ 58 Cash Flow Statement___ 59 Accounting Policies __ 61 Additional Information to the Financial Statements____ 72

N O T I C E

NOTICE is hereby given that the 27[th] Annual General Meeting (AGM) of ARCEE INDUSTRIES LIMITED) will be held on Saturday, the 28[th] day of September, 2019 at 9:00 A.M. at its Registered office of the Company at 7th K.M. Barwala Road, Talwandi Rana, Hisar – 125001 to transact the following business :-

ORDINARY BUSINESS:

To consider and adopt the Audited Financial Statement of the Company for the Financial year ended 31[st] March, 2019 , the Reports of the Board Directors and Auditors’ thereon.
To appoint a director in place of Sh. Gourav Jindal (DIN - 08382031), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

Re-appointment of Sh. S. P. Kanodia (DIN : 00284918) as an Independent Director of the company

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 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Sh. S. P. Kanodia (DIN : 00284918 ) Independent Non-Executive Director of the company Who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6)of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended from time to time and who is eligible for reappointment, be and is hereby re-appointed as an Independent Non - Executive Director of the Company to hold office for second term of five consecutive years with effect from 1st April, 2019 to 31st March, 2024 and whose office shall not be liable to retire by rotation”.

RESOLVED FURTHER THAT pursuant to regulation 17(1)A of the SEBI (Listing Obligations and disclosure Requirements) Amendment Regulations, 2018 (“Amendment Regulations, 2018”), Sh. S. P. Kanodia (DIN: 00284918) on attaining the age of 75 (seventy Five years )on 05[th] February ,2023 during the above term of re appointment , the continuation of such appointment as an Independent Non-Executive Director of the company for 5 years on the same terms and conditions of such re appointment even after attaining the age of 75 years will be considered as Requisite approval from shareholders as required in the Amendment Regulations 2018,

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby authorised to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto.

4. Re-appointment of Sh. Manoj Goyal (DIN : 00067155) as an Independent Director of the company.

To consider, and if thought fit, to pass, the following Resolution as a Special Resolution

Independent Non-Executive Director of the company Who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6 ) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended from time to time and who is eligible for reappointment, be and is hereby re-appointed as an Independent Non - Executive Director of the Company to hold office for second term of five consecutive years with effect from 1st April, 2019 to 31st March, 2024 and whose office shall not be liable to retire by rotation”.

5. Re-appointment of Sh. Pankaj Agarwal (DIN : 00020220 ) as an Independent Director of the company.

To consider, and if thought fit, to pass, the following Resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Sh. Pankaj agarwal (DIN : 00020220 ), Independent Non-Executive Director of the company Who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6 )of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015, as amended from time to time and who is eligible for reappointment, be and is hereby re-appointed as an Independent Non -Executive Director of the Company to hold office for second term of five consecutive years with effect from 1st April, 2019 to 31st March, 2024 and whose office shall not be liable to retire by rotation”.

6. Appointment of Mr. Gourav Jindal (DIN: 08382031) as a Director of the Company

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

"RESOLVED that Mr. Gourav Jindal (DIN:08382031) who was appointed by the Board of Directors as an Additional Director of the Company with effect from April 05, 2019 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (“Act”), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company, liable to retire by rotation.”

7. Appointment of Mrs. Shruti Gupta (DIN: 01742368) as a Director of the Company

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

"RESOLVED that Mrs. Shruti Gupta (DIN: 01742368) who was appointed by the Board of Directors as an Additional Director of the Company with effect from April 05, 2019 and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (“Act”), but who is eligible for appointment and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company, liable to retire by rotation.”

To appoint Mrs. Shruti Gupta (DIN: 01742368) as Whole Time Director of the Company

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

“RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board and pursuant to the provisions of Sections 196, 197 and any other applicable provisions, if any, of the Companies Act, 2013 (the “Act”), read with Schedule V to the Act and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and subject to such other approvals as may be necessary, consent of the Members of the Company be and is hereby accorded for the appointment of Mrs. Shruti Gupta (DIN0174268), as Whole-time Director of the Company, being liable to retire by rotation, for a period of three years with effect from 5 April , 2019 to 5 April , 2022 on the terms and conditions as specified herein-below, as follows:

a) Salary : Rs. 50,000/- per month.

b) Perquisites : As per Statutory Laws.

RESOLVED FURTHER that no sitting fees will be paid to Mrs. Shruti Gupta for attending meetings of the Board of Directors or any Committee thereof.

RESOLVED FURTHER that in the event of absence or inadequacy of profits in any financial year during the currency of the tenure of Mrs. Shruti Gupta as Whole-time Director of the Company aforesaid remuneration will be paid to her as minimum remuneration subject to the provisions of Schedule V of the Act and receipt of the requisite approvals, if any.

RESOLVED FUTHER that Mrs. Shruti Gupta, Whole-time Director on reappointment as a director liable to retire by rotation, shall continue to hold her office of Whole-time Director and the reappointment as such director shall not be deemed to constitute a break in her office of Whole-time Director.

RESOLVED FURTHER that Mrs. Shruti Gupta, shall perform such duties as shall be entrusted to her by the Board of Directors, subject to superintendence, guidance and control of the Board of Directors.

BY ORDER OF THE BOARD

REGISTERED OFFICE 7th K.M. Barwala Road Talwandi Rana, Hisar – 125001

Date : 13th August, 2019

Vaibhav Wadhwa Company Secretary

CIN : L29120HR1992PLC031681 Phone : 98120-2011, 98120-40111 Email : [email protected]

NOTES:

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy so appointed need not be a member of the Company.
The instrument appointing a proxy, duly completed, should be received not less than 48 hours before the commencement of the meeting at the registered office of the Company in order to make the proxies effective. A person appointed as proxy shall act on behalf of not more than fifty members and holding in the aggregate not more than ten percent of 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 proxy for any other person or shareholder.
Corporate members intending to send their authorised representatives to attend the meeting are requested to send a certified copy of the Board resolution to the Company, authorising their representative to attend and vote on their behalf at the meeting.
Members can inspect proxies lodged with the Company during the period from 24 hours before the meeting to the conclusion of the meeting by giving notice, in writing, at-least three days in advance.
Members/proxies/authorised representatives should bring the duly filled attendance slip enclosed herewith to attend the meeting.
The register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013 will be available for inspection by the members at the AGM.
The register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM.
Members are advised to nominate a person in respect of all the shares held by them.
Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to RTA/Company, for consolidation into a single folio.
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.
The statement as per Section 102(1) of the Companies Act, 2013 with respect to the special businesses in this Notice is annexed herein-below.
The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 20. The Company will also send communication relating to remote e-voting which inter alia would contain details about User ID and password along with a copy of this Notice to the members, separately.
The Register of Members and Share Transfer Books of the Company will remain closed from Wednesday, 18[th] September, 2019 to Saturday, 28[th] September, 2019 (both days inclusive).
All documents referred to in the Notice will be available for inspection at the Registered Office of the Company during business hours on working days up to the date of the AGM.
Members holding shares in dematerialized form are requested to update the details pertaining to their shareholding such as change of address/name, bank details, ECS mandate, nominations, power of attorney etc. with their Depository Participants. However the members who hold shares in physical form may write to the Company Secretary or RTA at M/S. Mas Services Limited, T-34, 2[nd] Floor, Okhla Indl. Area, Phase – II, New Delhi – 110020 PH.: 011-26387281, 26387282 E-mail ID: [email protected]
The Securities and Exchange Board of India (‘SEBI’) has mandated the transfer of securities to be carried out only in dematerialised form (except in case of transmission or transposition of securities) effective from 1st April, 2019. Accordingly, requests for physical transfer of securities of listed entities shall not be processed from 1st April, 2019 onwards. In view of such amendment and in order to eliminate the risks associated with physical holding of shares, Members who are holding shares in physical form are hereby requested to dematerialized their holdings.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to Registrar and Share Transfer Agent or the Company.
Members who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars etc. from the Company electronically.
The Notice of the AGM alongwith the Annual Report 2018-19 is being sent by electronic mode to those members whose e-mail addresses are registered with the Company/Depositories, unless any member has requested for a physical copy of the same. For members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Instructions and other information relating to remote e-voting are as under:
I. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014 as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be passed in the meeting by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the meeting (‘remote e- voting’).
II. The facility for voting through ballot paper system shall also be made available at the venue of the meeting and the members attending the meeting who have not cast their vote by remote e-voting shall be able to vote at the meeting through above voting system.
III. The members who have cast their vote by remote e-voting may also attend the meeting but shall not be entitled to cast their vote again.
IV. The Company has engaged the services of National Securities Depository Limited (“NSDL”) as the Agency to provide e-voting facility.
V. The Board of Directors has appointed Mrs. Akanksha Chugh, Chartered Accountant (Membership No 078373), as Scrutinizer to scrutinise the remote e-voting and voting through ballot paper at the meeting in a fair and transparent manner.
VI. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e. 21[st] September, 2019 only shall be entitled to avail the facility of remote e-voting or voting by ballot paper at the meeting.
VII. You can also update your mobile number and e-mail addresses in the user profile details of the folio which may be used for sending future communication(s).
VIII. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date i.e. 21[st] September, 2019.
IX. Any person, who become a member of the Company after dispatch of the Notice of the meeting and holding shares as on the cut-off date i.e. 21[st] September, 2019 may obtain the login ID and password by sending a request at [email protected] or RTA.
X. The remote e-voting period commences on 25[th] September, 2019 (9:00 A.M.) and ends on 27[th] September, 2019 (5:00 P.M.). During this period members’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 21[st] September, 2019 may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.
XI. The Scrutinizer, after scrutinising the votes cast at the meeting and through remote e-voting, will, not later than two days of conclusion of the meeting, make a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith on the website of NSDL https://evoting.nsdl.com. The results shall simultaneously be communicated to the Stock Exchanges.
XII. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the meeting, i.e. September 28, 2019.
XIII. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and remote e-voting user manual for shareholders available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800-222-990.
The process and manner for remote e-voting are as under

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below: Step 1 : Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/ Step 2 : Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-into NSDL e-Voting website?

Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below :

4. Your User ID details are given below : Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12 c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 5. Your password details are given below : a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address. 6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available onwww.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.	4. Your User ID details are given below : Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12 c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 5. Your password details are given below : a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address. 6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available onwww.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.	4. Your User ID details are given below : Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012. b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12 c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001 5. Your password details are given below : a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address. 6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available onwww.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
	Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
	a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
	b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
	c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
	Your password details are given below : a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, your ‘initial password’ is communicated to you on your postal address. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available onwww.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

Your password details are given below :
If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

- How to cast your vote electronically on NSDL e Voting system?

After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.
Select “EVEN” of company for which you wish to cast your vote.
Now you are ready for e-Voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
Upon confirmation, the message “Vote cast successfully” will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected].
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot UserDetails/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.
In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at [email protected]

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013

ANNEXURE TO THE NOTICE

Explanatory Statement

[Pursuant to Section 102(1) of the Companies2013]

Item: 3:-Re-appointment of Sh. S. P. Kanodia as an Independent Non-Executive Director

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, at the 22[nd ] Annual General Meeting held on 30[th] September, 2014, Mr. S.P. Kanodia Jain was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years for a term upto 31[st] March, 2019. Since, Mr. S.P. Kanodia has completed his initial term as an Independent Director of the Company on 31[st] March, 2019, he is eligible for reappointment for one more term.

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of upto five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto five consecutive years on the Board of a Company.

Mr. S.P. Kanodia, aged about 71 years, 18 Years experience in Jindal Aluminium Limited, Bangalore and 30 Years experience in Real Estate Business and Manufacturing of Steel Furniture. He is the Chairman of the Audit Committee and Nomination & Remuneration Committee of the Company and he holds the directorship in the following other companies:-

S.T. Unicom Pvt. Ltd. (CIN U51432WB2000PTC091949)
Kripa Kunj Pvt. Ltd. (CIN U70200WB2005PTC105518)
Mystic Metal Pvt. Ltd. (CIN U36102WB2005PTC106607)

He does not hold any share of the Company. He is on the board of the Company since December 17, 2004.

Nature of expertise in specific functional area: Accounts/Finance

As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, (“Amendment Regulations, 2018”), inter alia, provides that “no listed company shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (seventy five) years unless it is approved by the members by passing a special resolution to that effect”. Mr. S.P. Kanodia will attain the age of 75 years on 5[th] February, 2023 and hence continuation beyond 75 years requires the approval of members by way of a special resolution.

As per the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors in their respective meetings held on 21[st] February, 2019, subject to approval of Members at this Annual General Meeting and pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Listing Regulations (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on his skills, rich experience, knowledge, contributions, continued valuable guidance to the management made by him during his tenure, the approval of the Members of the Company be and is hereby sought by way of passing the special resolution for re-appointment of Mr. S.P. Kanodia (DIN: 00284918) as an Independent Non-Executive Director of the Company, for the second term of 5 (Five) years w.e.f. 1[st] April, 2019 upto 31[st] March, 2024, who will also attain the age of 75 (seventy five) years on 5[th ] February, 2023 during the above term of reappointment, the continuation of such appointment for 5 years even after attaining the age of 75 years, will be considered as requisite approval from shareholders as required in the Amendment Regulations, 2018.

Further Mr. S. P. Kanodia shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

The Company has received a declaration from Mr. S. P. Kanodia, being eligible for re-appointment as Independent Director for the second term providing his consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time. The Company has also received a declaration from Mr. S. P. Kanodia confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(b) of the Listing Regulations, as amended from time to time. Mr. S.P. Kanodia is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time. In the opinion of the Board, he fulfills the conditions specified in the Companies Act, 2013 and is independent of the management.

A copy of the draft letter for re-appointment of Mr. S.P. Kanodia setting out the terms and conditions of reappointment is available for inspection between 11.00 a.m. to 1.00 p.m. during office hours on all working days except Sundays and Holidays at the Registered Office of the Company.

Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out in the Annexure to the Explanatory Statement.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail his services. Accordingly, consent of the Members is sought for passing Special Resolution as set out in this item of the Notice for re-appointment of Mr. S.P. Kanodia as an Independent Director of the Company.

Except Mr. S. P. Kanodia, being an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 3. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.

Item: 4: Re-appointment of Sh. Manoj Goyal as an Independent Non-Executive Director

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, at the 22[nd ] Annual General Meeting held on 30[th] September, 2014, Mr. Manoj Goyal was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years for a term upto 31[st] March, 2019. Since, Mr. Manoj Goyal has completed his initial term as an Independent Director of the Company on 31[st ] March, 2019, he is eligible for re-appointment for one more term.

Mr. Manoj Goyal, aged about 42 years, is a Businessman and was inducted into the Board of Directors on December 17, 2004. He is a graduate and has experience of over 17 years Operational Management and Finance.

He is the Chairman of the Stakeholders Relationship Committee of the Company and he holds the directorship in the following other companies:-

Shree Jagdambe Paper Mills Limited (CIN L22219DL1980PLC167850) 2. Shree Balaji Converter Pvt. Limited (CIN U27203DL1994PTC060943) 3. Bhaskar Paper Pvt. Limited (CIN U21000HR1982PTC014918)

He does not hold any share of the Company. He is on the board of the Company since December 17, 2004.

Nature of expertise in specific functional area: Operational Management and Finance

As per the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors in their respective meetings held on 21[st] February, 2019, subject to approval of Members at this Annual General Meeting and pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Listing Regulations (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on his skills, rich experience, knowledge, contributions, continued valuable guidance to the management made by him during his tenure , the approval of the Members of the Company be and is hereby sought by way of passing the special resolution for re-appointment of Mr. Manoj Goyal (DIN-00067155) as an Independent Non-Executive Director of the Company, for the second term of 5 (Five) years w.e.f. 1[st] April, 2019 upto 31[st ] March, 2024. Further Mr. Manoj Goyal shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act, 2013.

The Company has received a declaration from Mr. Manoj Goyal, being eligible for re-appointment as Independent Director for the second term providing his consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time. The Company has also received a declaration from Mr. Manoj Goyal confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(b) of the Listing Regulations, as amended from time to time. Mr. Manoj Goyal is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time. In the opinion of the Board, he fulfills the conditions specified in the Companies Act, 2013 and is independent of the management.

A copy of the draft letter for re-appointment of Mr. Manoj Goyal setting out the terms and conditions of reappointment is available for inspection between 11.00 a.m. to 1.00 p.m. during office hours on all working days except Sundays and Holidays at the Registered Office of the Company.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail his services. Accordingly, consent of the Members is sought for passing Special Resolution as setout in this item of the Notice for re-appointment of Mr. Manoj Goyal as an Independent Director of the Company.

Except Mr. Manoj Goyal, being an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 4. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations.

Item: 5: Re-appointment of Sh. Pankaj Agarwal as an Independent Non-Executive Director

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, at the 22[nd] Annual General Meeting held on 30[th] September, 2014, Mr. Pankaj Agarwal was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years for a term upto 31[st] March, 2019. Since, Mr. Pankaj Agarwal has completed his initial term as an Independent Director of the Company on 31[st] March, 2019, he is eligible for re-appointment for one more term.

Mr. Pankaj Agarwal, aged about 43 years, is a Businessman and was inducted into the Board of Directors on December 17, 2004. He is a graduate and has experience of over 20 years.

He holds the directorship in the following other companies:-

Surya Maintenance Agency Pvt. Ltd. (U74999DL2003PTC118825)
Optibelt Pvt. Ltd. (U25199DL1997PTC090587)
Venus Agro Engineering Pvt. Ltd. (U29212DL2006PTC150719)
Vikas Planner Pvt. Ltd. (U45201DL2001PTC110851)
Sunrise Buildmore Pvt. Ltd. (U45201DL2005PTC138159)
Sunrise Febtech Pvt. Ltd. (U17299DL2005PTC138149)

He does not hold any share of the Company. He is on the board of the Company since December 17, 2004.

Nature of expertise in specific functional area: Accounting and Taxation

As per the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors in their respective meetings held on 21[st] February, 2019, subject to approval of Members at this Annual General Meeting and pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Listing Regulations (including any statutory modification(s) or re-enactment thereof for the time being in force) and based on his skills, rich experience, knowledge, contributions, continued valuable guidance to the management made by him during his tenure , the approval of the Members of the Company be and is hereby sought by way of passing the special resolution for re-appointment of Mr. Pankaj Agarwal (DIN-00020220) as an Independent Non-Executive Director of the Company, for the second term of 5 (Five) years w.e.f. 1[st] April, 2019 upto 31[st] March, 2024.

Further Mr. Pankaj Agarwal shall not be liable to retire by rotation as provided under Section 152(6) of the Companies Act,2013.

The Company has received a declaration from Mr. Pankaj Agarwal, being eligible for re-appointment as Independent Director for the second term providing his consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time. The Company has also received a declaration from Mr. Pankaj Agarwal confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(b) of the Listing Regulations, as amended from time to time. Mr. Pankaj Agarwal is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time. In the opinion of the Board, he fulfills the conditions specified in the Companies Act, 2013 and is independent of the management.

A copy of the draft letter for re-appointment of Mr. Pankaj Agarwal setting out the terms and conditions of reappointment is available for inspection between 11.00 a.m. to 1.00 p.m. during office hours on all working days except Sundays and Holidays at the Registered Office of the Company.

The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue to avail his services. Accordingly, consent of the Members is sought for passing Special Resolution as setout in this item of the Notice for re-appointment of Mr. Pankaj Agarwal as an Independent Director of the Company.

Except Mr. Pankaj Agarwal, being an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 5. This Explanatory Statement may also be regarded as an appropriate disclosure under the Listing Regulations

Item No. 6: Appointment of Mr Gourav Jindal as the Director of Company

The Board of Directors has appointed Mr. Gourav Jindal, as an Additional Director of the Company with effect from April 5, 2019, on the recommendation of the Nomination and Remuneration Committee. As per the provisions of Section 161(1) of the Act, he holds office of Additional Director only up to the date of this Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, along with the requisite deposit.

Mr. Gourav Jindal is a Director in Arcee Ispat Udyog Limited company and does not hold membership of committees of the Company.

Profile of Mr. Gourav Jindal have been given in the Annexure to this notice.

Board recommends the resolution set forth in Item no.6 for the approval of the members.

Except Mr Gourav Jindal none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, in the said resolution Item no.6.

Item No. 7: Appointment of Mrs. Shruti Gupta as the Director of Company

The Board of Directors has appointed Mrs. Shruti Gupta as an Additional Director of the Company with effect from April 5, 2019, on the recommendation of the Nomination and Remuneration Committee. As per the provisions of Section 161(1) of the Act, She holds office of Additional Director only up to the date of this Annual General Meeting of the Company, and is eligible for appointment as Director. The Company has received a notice under Section 160(1) of the Act proposing his candidature for the office of Director of the Company, along with the requisite deposit.

Profile of Mrs. Shruti Gupta have been given in the Annexure to this notice.

None of the Directors and Key Managerial Personnel or their relatives are in any way concerned or interested in the Resolution in Item No.7.

Board recommends the resolution set forth in Item no.7 for the approval of the members.

Item No. 8: Appointment of Mrs.Shruti Gupta as Whole Time Director of Company.

The Nomination and Remuneration Committee, in its meeting held on April 5, 2019 recommended and the Board of Directors, in its meeting held on April 5, 2019 approved the appointment of Mrs. Shruti Gupta (holding DIN 01742368), as Whole-time Director of the Company for a period of 3 years effective from April 5, 2019 to April 4, 2022 subject to approval of the Members of the Companyby way of Special Resolution and subject to such other approvals as may be necessary, on terms and conditions as set out in the resolution.

Mrs. Shruti Gupta is not a Director in other company and does not hold membership of committees of the Company.

None of the Directors and Key Managerial Personnel or their relatives are in any way concerned or interested in the Resolution in Item No 8.

Board recommends the resolution set forth in Item no.8 for the approval of the members by way of Special Resolution.

The resolution read with explanatory statement should be considered as written memorandum, as required under the provisions of Section 190 of the Companies Act, 2013 setting out the terms of employment of Mrs. Shruti Gupta as Whole-time Director of the Company.

THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED IN SCHEDULE V OF THE COMPANIES ACT 2013

I. GENERAL INFORMATION:
1) Nature of Industry

Manufacturing of PVC Pipes.

Date or expected date of commencement of commercial production

The Company was incorporated on May 27, 1992 and commenced its operations in Feb., 1994.

2) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

Not applicable

3) Financial performance based on given indicators

3) Financial performance based on given indicators
		(Rs. in Lacs)
	2018-2019	2017-2018
Revenue from Operation	0	0
Profit/(Loss)before depreciation,Interest & Taxes	11	3
Depreciation & Amortization Expenses	9	9
Finance Cost	-	-
Profit/(Loss)before Taxes	2	(6)
Provision of Tax/Tax Paid(Incl. Deferred Taxation)	-	-
Profit/(Loss)after Tax	2	(6)
Balance brought forward	(244)	(238)
Balance Carried to the Balance Sheet	(242)	(244)

4) Foreign investments or collaborators, if any

The Company has not any foreign investment or collaboration.

II. INFORMATION ABOUT THE APPOINTEE:

1) Background Details

Mrs. Shruti Gupta aged about 31 years is a Housewife.

2) Past Remuneration

Nil

3) Recognition or Awards

Nil

4) Job Profile and his Suitability

To look after the general affairs of the company.

5) Remuneration Proposed

The remuneration proposed is detailed in the resolution.

6) Comparative remuneration Profile with respect to Industry, size of the Company, profile of the position and person

The proposed remuneration is much below the prevailing remuneration in the industry of similar size for similarly placed persons.

7) Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personal, if any

NIL

III. OTHER INFORMATION:

1) Reasons of loss or inadequate profits
General Economy slowdown of the country at large
Slack in demand due to lack of infrastructure projects;
Pressure on pricing;
High Interest rates.

2) Steps taken or proposed to be taken for improvement

To launch new products;
Reduce break-even;
Enhance performance ethics;
Specilisation.

3) Expected increase in productivity and profit in measurable terms

The company has squared up the working capital limits in October, 2015 as per instruction of Punjab National Bank. But Punjab National Bank was not releasing the title deeds of property (Unit at 7[th] K M Barwala Road, Talwandi Rana, Hisar-125001) mortgage to bank because account of Arcee Ispat Udyog Ltd. (Associate Concern of Arcee Industries Ltd) had been declared NPA. So the production has stopped since April 2016. Now the account of Arcee Ispat Udyog Ltd has been settled and title deeds of property have been released. Now the company is trying to avail working capital limit from bank to start the production.

IV. DISCLOSURES:

1) The remuneration package of Mrs. Shruti Gupta is given in the respective resolution.
2) The disclosures as required on all elements of remuneration, service contract details, stock option details, etc. are mentioned elsewhere in the explanatory statement forming part of the Notice and in the Corporate Governance Report section of the Annual Report.

REGISTERED OFFICE 7th K.M. Barwala Road Talwandi Rana, Hisar – 125 001

Vaibhav Wadhwa Date : 13th August, 2019 Company Secretary

CIN : L29120HR1992PLC031681 Phone : 98120-2011, 98120-40111 Email : [email protected]

ANNEXURE TO THE EXPLANATORY STATEMENT PURSUANT TO REGULATION 36 OF THE LISTING REGULATIONS AND SECRETARIAL STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, INFORMATION ABOUT THE DIRECTORS PROPOSED TO BE APPOINTED / RE-APPOINTED IS FURNISHED BELOW:

Name of Director	Mr. S. P. Kanodia	Mr. Manoj	Mr. Pankaj	Mr. Gourav	Mrs. Shruti
		Goyal	Agarwal	Jindal	Gupta
Directors	00284918	00067155	00020220	08382031	01742368
Identification
Number(DIN)
Age	71 Years	42 Years	43 Years	26 Years	31 Years
Qualification	Graduate	Graduate	Graduate	Graduate	MBA
Experience and	18 Years experience in Jindal Aluminium Limited, Bangalore and 30 Years experience in Real Estate Business and Manufacturing of Steel Furniture having rich experience in accounts and finance	17 Years, expertise in Operational Management and Finance	20 Years, expertise in Accountancy and Taxation in steel industry	5 years experience in manufacturin g of PVC Pipes and trading in steel tubes with rich experience in administratio n	5 Years experience in administration
expertise

Date of first	17/12/2004	17/12/2004	17/12/2004	05/04/2019	05/04/2019
Appointment on the
Board of the
Company
Shareholding in	Nil	Nil	Nil	Nil	NIL
Arcee Industries
Limited
Terms and	As per the	As per the	As per the	As per the	As per the
			resolution at	resolution at	resolution at
conditions of re-	resolution at	resolution at
			item no. 5 of the	item no. 6 of	item no.7&8
appointment	item no. 3 of the	item no. 4 of	Notice	the Notice	of the Notice
	Notice	the Notice	convening	convening	convening
			Annual General	Annual	Annual
	convening	convening	Meeting to be	General	General
	Annual General	Annual General	held on 28th	Meeting to be h	Meeting to be h
	Meeting to be	Meeting to be	September,2019	held on 28t	held on 28t
			read with	September20	September20
	held on 28th	held on 28th	explanatory	, 19 read with	, 19 read with
	September2019	September,201	statement	explanatory	explanatory
	read with	9 read with	thereto	statement	statement
				thereto	thereto
	explanatory	explanatory
	statement	statement
	thereto	thereto

Remuneration last	Nil	Nil	Nil	Nil	Nil
drawn
Number of	5 out of 5	5 out of 5	5 out of 5	N.A.	N.A.
Meetings of the
Board attended
during theyear

List of Directorship	1. S.T. Unicom Pvt. Ltd. 2. Kripa Kunj Pvt. Ltd. 3. Mystic Metal Pvt. Ltd.	1. Shree Jagdambe Paper Mills Limited 2.Shree Balaji Converter Pvt. Limited 3.Bhaskar Paper Pvt. Limited	1. Surya Maintenance Agency Pvt. Ltd. 2. Optibelt Pvt. Ltd. 3. Venus Agro Engg. Pvt. Ltd. 4.Vikas Planner Pvt. Ltd. 5.Sunrise Buildmore Pvt. Ltd. 6.Sunrise Febtech Pvt. Ltd.	1. Arcee Ispat Udyog Limited	N.A.
held in other
companies

Membership /	Refer to Report	Refer to Report	Refer to Report	Refer to	Refer to
Chairmanship in	on Corporate	on Corporate	on Corporate	Report on	Report on
Committees of	Governance	Governance	Governance	Corporate	Corporate
other				Governance	Governance
companies as on
date
Relationships	Nil	Nil	Nil	Nil	Nil
between Directors
inter-se

ARCEE INDUSTRIES LIMITED Regd. Office & Works: 7th K.M. Barwala Road, Talwandi Rana, Hisar – 125 001 (Haryana) PH No. 98120-20111, 98120-40111

CIN – L29120HR1992PLC031681, E-mail Id: [email protected]

PROXY FORM

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

Name of the Member(s):		Folio No. :
		DP ID :
Registered Address :		Client ID :
		e-mail ID :

I/We, being member(s) of …………………………….. Shares of ARCEE INDUSTRIES LIMITED hereby appoint :

Mr./Ms. …………..………………………………………... Address ………………………………………..……………………………………….. having e-mail id ….…………………………………………. Signature , or failing him 2. Mr./Ms. …………..………………………………………... Address ……………………………………………..………………………………… having e-mail id .…………………………………………………. Signature , or failing him 3. Mr./Ms. …………..…………………………………... Address ……………………………………………..……………………………………….. having e-mail id ….…………………………………………………. Signature

as my/our proxy to attend and vote for me/us on my/our behalf at the 27[th] Annual General Meeting of the Company to be held on Saturday, the 28[th] day of September, 2019 at 9:00 A.M. at its Regd. Office at 7[th] K.M. Barwala Road, Talwandi Rana, Hisar - 125001 and at any adjournment thereof in respect of such resolutions as indicated below:

Sr. No.	Resolutions to bepassed in the meeting	For
1	Adoption of Audited Financial Statement for the year ended 31st March 2019 together with the Reports of the Board of Directors and the Auditors thereon.
2	Appointment of director in place of Sh. Gourav Jindal (DIN - 08382031), who retires byrotation and beingeligible,offers himself for re-appointment
3	Re-appointment of Sh. S. P. Kanodia (DIN: 00284918) as an Independent Director of the company (Special Resolution)
4	Re-appointment of Sh. Manoj Goyal (DIN: 00067155) as an Independent Director of the company (Special Resolution)
5	Re-appointment of Sh. Pankaj Agarwal (DIN: 00020220)as an Independent Director of the company (Special Resolution)
6	Appointment of Sh. Gourav Jindal(DIN:08382031)as a Director of the Company
7	Appointment of Smt. Shruti Gupta(DIN : 01742368)as a Director of the Company
8	Appointment of Smt. Shruti Gupta (DIN : 01742368) as Whole Time Director of the Company (Special Resolution)
Signed this ___ Day of _______, 2019 AFFIX ONE RUPEE REVENUE STAMP Signature of the Shareholder
		AFFIX ONE RUPEE REVENUE STAMP

Notes:

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.

ARCEE INDUSTRIES LIMITED

Regd. Office & Works: 7th K.M. Barwala Road, Talwandi Rana, Hisar – 125 001 (Haryana) PH No. 98120-20111, 98120-40111

CIN – L29120HR1992PLC031681, E-mail Id: [email protected]

ATTENDANCE SLIP

(Please complete this slip and hand it over at the entrance of the Meeting Hall)

I/We, hereby record my/our presence at the 27[th] Annual General Meeting of the Company to be held on Saturday, 28, September 2019 at 9:00 A.M. at its registered office at 7[th] K.M. Barwala Road, Talwandi Rana, Hisar-125 001, (Haryana).

Name of the Member(s)/ Proxy*:		Folio No. :
		DP ID :
Registered Address :		Client ID :
		e-mail ID :

_____ *(Strike out whichever is Not Applicable) (Signature of the Shareholder/Proxy)

AI assistant

Arcee Indusrtries ltd. — AGM Information 2019

63318_rns_2019-08-27_849df7c9-2b91-4589-86dc-e1aa9bb2f5b9.pdf

Sub: Notice of the 27[th] Annual General Meeting .

27[th] ANNUAL REPORT

- 2018 2019

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

KMP OF THE COMPANY

N O T I C E

ORDINARY BUSINESS:

SPECIAL BUSINESS:

4. Re-appointment of Sh. Manoj Goyal (DIN : 00067155) as an Independent Director of the company.

5. Re-appointment of Sh. Pankaj Agarwal (DIN : 00020220 ) as an Independent Director of the company.

6. Appointment of Mr. Gourav Jindal (DIN: 08382031) as a Director of the Company

7. Appointment of Mrs. Shruti Gupta (DIN: 01742368) as a Director of the Company

BY ORDER OF THE BOARD

NOTES:

- How do I vote electronically using NSDL e Voting system?

How to Log-into NSDL e-Voting website?

Details on Step 2 is given below:

General Guidelines for shareholders

Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013

ANNEXURE TO THE NOTICE

Explanatory Statement

Item: 3:-Re-appointment of Sh. S. P. Kanodia as an Independent Non-Executive Director

Item: 5: Re-appointment of Sh. Pankaj Agarwal as an Independent Non-Executive Director

Item No. 6: Appointment of Mr Gourav Jindal as the Director of Company

Item No. 7: Appointment of Mrs. Shruti Gupta as the Director of Company

Item No. 8: Appointment of Mrs.Shruti Gupta as Whole Time Director of Company.

THE STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED IN SCHEDULE V OF THE COMPANIES ACT 2013

Date or expected date of commencement of commercial production

3) Financial performance based on given indicators

4) Foreign investments or collaborators, if any

II. INFORMATION ABOUT THE APPOINTEE:

1) Background Details

2) Past Remuneration

3) Recognition or Awards

4) Job Profile and his Suitability

5) Remuneration Proposed

NIL

III. OTHER INFORMATION:

2) Steps taken or proposed to be taken for improvement

3) Expected increase in productivity and profit in measurable terms

IV. DISCLOSURES:

ANNEXURE TO THE EXPLANATORY STATEMENT PURSUANT TO REGULATION 36 OF THE LISTING REGULATIONS AND SECRETARIAL STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, INFORMATION ABOUT THE DIRECTORS PROPOSED TO BE APPOINTED / RE-APPOINTED IS FURNISHED BELOW:

PROXY FORM

Notes:

ARCEE INDUSTRIES LIMITED

ATTENDANCE SLIP

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Arcee Indusrtries ltd. AGM Information 2019