Arvind SmartSpaces Limited — Proxy Solicitation & Information Statement 2020

Apr 28, 2020

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www.arvindsmartspaces.com

28[th] April, 2020

To,

BSE Limited Listing Dept. / Dept. of Corporate Services, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Security Code: 539301 Security ID : ARVSMART

To,

National Stock Exchange of India Limited

Listing Dept., Exchange Plaza, 5[th] Floor, Plot No. C/1, G. Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051. Symbol: ARVSMART

Dear Sir/Madam,

• Sub.: Postal Ballot Notice for approval of proposed Amendments in the Memorandum and Articles of Association of Arvind SmartSpaces Limited (“the Company”).

• Ref.: Regulation 30 read with Part A of the Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25[th] April, 2020, we are enclosing herewith the notice of postal ballot dated 24[th] April, 2020 seeking approval of members of the Company by way of a special resolution on the following matters:

1. Alteration of the objects clause and liability clause of the Memorandum of Association to align with the provisions of the Companies Act, 2013.

2. Adoption of new set of Articles of Association of the Company in conformity with the Companies Act, 2013.

Further, the calendar of events in connection with the postal ballot is as under:

Sr. No.	Particulars	Schedule
1	Cut - off Date for identification of voting rights of the members	Friday, 24thApril, 2020
2	Date and time of commencement of remote e-voting	Friday,1stMay,2020[09:00 a.m.]
3	Date and time of end of remote e-voting	Saturday,30thMay,2020[05:00p.m.]
4	Submission of report bythe Scrutinizer	On or before Monday,1stJune,2020
5	Date of declaration of results of voting	On or before Monday,1stJune,2020

Arvind SmartSpaces Limited Regd. Office: 24, Government Servant Society, Near Municipal Market, Off C. G. Road, Navrangpura, Ahmedabad, 3800 009, India Tel.: +91 79 68267000 Fax.: +91 79 68267021 CIN: L45201GJ2008PLC055771

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www.arvindsmartspaces.com

In view of the emergency situation arising due to spread of COVID-19 and to support the lock down initiative(s) taken by the Central Government at national level and in compliance with Policy of Work from Home of the Company, we are submitting this disclosure/announcement without signature.

Kindly take this disclosure on record and disseminate.

Thanking you,

Yours faithfully,

For Arvind SmartSpaces Limited

Sd/Prakash Makwana Company Secretary Contact: +91 9898082608

Arvind SmartSpaces Limited

Regd. Office: 24, Government Servant Society, Near Municipal Market, Off C. G. Road, Navrangpura, Ahmedabad, 3800 009, India Tel.: +91 79 68267000 Fax.: +91 79 68267021 CIN: L45201GJ2008PLC055771

ARVIND SMARTSPACES LIMITED

(CIN: L45201GJ2008PLC055771)

Regd. Office: 24, Government Servant's Society, Near Municipal Market, Off C.G. Road, Navrangpura, Ahmedabad - 380009. Phone: 079-68267000, Fax: 079-68267021, Email: investor@arvindinfra.com, Website: www.arvindsmartspaces.com

POSTAL BALLOT NOTICE

Dear Member(s),

Notice is hereby given, in accordance with Section 110 of the Companies Act, 2013 ('the Act ') read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”) including any amendment thereof, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated 13th April, 2020 issued by the Ministry of Corporate Affairs (“ General Circulars ”), for seeking the approval of the Members of Arvind SmartSpaces Limited (the “ Company ”) by way of special resolutions for the businesses set out hereunder through Postal Ballot through remote e-voting (“ Postal Ballot/ E-Voting ”).

An Explanatory Statement pursuant to Section 102(2) of the Act setting out all material facts relating to the proposed resolutions is annexed hereto for your consideration.

The Board has, pursuant to Rule 22(5) of the Rules, appointed Mr. Hitesh Buch, proprietor of M/s Hitesh Buch & Associates, Practicing Company Secretaries, (COP No. 8195) as the Scrutinizer for conducting the voting process through Postal Ballot / E-Voting in accordance with the law and in a fair and transparent manner.

Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the SEBI Listing Regulations, the Company has engaged National Securities Depository Limited (“ NSDL The procedure for e-voting is given above the Explanatory Statement. The E-Voting facility is available at the link www.evoting.nsdl.com from 9.00 a.m. on Friday, 1st May, 2020 up to 5.00 p.m. on Saturday, 30th May, 2020. E-Voting module will be blocked by NSDL at 5.00 p.m. on Saturday, 30th May, 2020 and voting shall not be allowed beyond the said date and time.

Members should note that due to country wide lockdown imposed by the Government of India to combat the spreading of the Novel Coronavirus (“COVID-19”) and in terms of the General Circulars, no physical ballot form is being dispatched by the Company and the Members can cast their vote using remote e-voting facility only.

The Scrutinizer will submit his Report, in writing, upon completion of scrutiny of E-Voting data provided by NSDL, in a fair and transparent manner. The result on the resolutions proposed to be passed through Postal Ballot/E-Voting shall be announced on or before Monday, 1st June, 2020 by 5:00 p.m. and will be displayed on the notice board at the Registered Office of the Company for the period of 3 (Three) days and shall be communicated to BSE Limited and National Stock Exchange of India Limited (“ Stock Exchanges ”) where the equity shares of the Company are listed. The results of the Postal Ballot/E-Voting will also be displayed on the Company’s website at www.arvindsmartspaces.com and on the website of NSDL at www.evoting.nsdl.com.

The last date of the E- Voting shall be the date on which the Resolutions shall be deemed to have been passed, if approved by the requisite majority.

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Special Businesses:

Item No. 1

Alteration of Objects Clause and Liability Clause of Memorandum of Association to align with the provisions of the Companies Act, 2013:

Special Resolution

Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 including any statutory modification or re-enactment thereof for the time being in force (“ Act ”) and subject to such other approvals, sanctions and permissions as may be necessary, the consent of the members of the Company be and is hereby accorded to alter and amend existing Memorandum of Association of the Company as follows:

1. The heading of existing Clause III and sub-clause (A) thereof be and is hereby substituted and replaced as follows:

III. (A) THE OBJECT TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION IS:

1. The heading of existing Clause III (B) be and is hereby substituted and replaced as follows:

(B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III (A) ARE:

1. In Clause III (B), the heading of existing paragraph 37 be and is hereby deleted and the existing sub-paragraphs (a) to (c) of paragraph 37 be and are hereby numbered as paragraphs 37 to 39 and all subsequent paragraphs be and are hereby renumbered consequently.

2. In Clause III(B) after renumbered paragraph 48, the following paragraphs be and are hereby added:

49. To carry on activities or processes in real estate value chain by way of any backward or forward integration.

50. To carry on or engage in any lawful act or activity or business, or any act or activity or business to pursue any specific object or objects, as per the law for the time being in force.

51. To do, generally, all such acts, activities and things as are, or may appear to be, incidental, expedient, or conducive to the attainment of the above Objects or any of them.

1. The existing Clause III (C) named as “Other Objects of the Company not included in A & B above” along with all its paragraphs 1 to 55 be and is hereby deleted in full;

2. The existing Clause IV be and is hereby substituted and replaced as follows:

3. IV. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them.

4. The words and figures “the Companies Act, 1956” wherever appearing in the Memorandum of Association be and is hereby substituted and replaced by the words and figures “the Companies Act, 2013” and reference of relevant provisions of the Companies Act, 1956 be and is hereby substituted and replaced with the reference of relevant provisions of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any duly constituted committee thereof) or any of the Directors, the Company Secretary or duly authorized officer of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto and to accept and carry out any modifications, alteration or changes to aforementioned resolution as may be suggested or directed by the Registrar of Companies or any other appropriate authority without requiring any further approval of the members of the Company and to settle any question, difficulty or doubt, that may arise in giving effect to aforementioned resolution.”

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Item No. 2

To approve and adopt new set of Articles of Association of the Company in conformity with the Companies Act, 2013:

To consider and if thought fit to give assent or dissent to the following resolution proposed to be passed as a

Special Resolution

“ RESOLVED THAT pursuant to the provisions of Sections 5, 14, 15 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 or any other law for time being in force (including any statutory modification(s) or re-enactment thereof, for the time being in force), the existing Articles of Association of the Company be and is hereby altered and substituted with the new set of articles of association, the draft whereof is available for inspection at the registered office of the Company, which be and is hereby approved and adopted as the Articles of Association of the Company in total exclusion, substitution and supersession of the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company (including any duly constituted committee thereof) or any of the Directors, the Company Secretary or duly authorized officer of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as they may, in their absolute discretion, deem proper, necessary, or expedient, including filing the requisite forms with Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this resolution and for matters connected therewith or incidental thereto and to settle any question, difficulty or doubt, that may arise in giving effect to aforementioned resolution.”

Registered Office:

By Order of the Board

24, Government Servant Society, Nr. Municipal Market, Off C G Road, Navrangpura, Ahmedabad-380009

Date: 24th April, 2020 Place: Ahmedabad

Prakash Makwana Company Secretary

NOTES:

1. The approval of shareholders of the Company is solicited by passing special resolutions through Postal Ballot/ E-Voting for businesses set out in Item No. 1 & 2 of this Notice. Notice of this Postal Ballot is being sent to all shareholders, whose names appear in the Register of Members / list of Beneficial Owners as received from the Depositories as on Friday, 24th April, 2020 (“ Cut-off Date ”). Members holding equity shares as on the Cut-off Date can cast their vote using remote e-voting facility only. A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only.

2. Explanatory Statement setting out all material facts as required under Section 102 of the Act in respect of the aforesaid special businesses is appended.

3. Resolutions, if approved, by the shareholders by means of Postal Ballot /E-Voting are deemed to have been passed at a General Meeting of the shareholders and the last date of the E- Voting shall be the date on which the Resolutions shall be deemed to have been passed, if approved by the requisite majority.

4. In terms of the General Circular, the Postal Ballot Notice is sent electronically to all the shareholders who have registered their email ids with the Company or Depository Participant(s) as on the Cut-off Date and is also available on the website of the Company at www.arvindsmartspaces.com.

5. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut-off Date are requested to register their e-mail Ids by sending an e-mail citing subject line as “ASL-Postal Ballot-Registration of e-mail Ids” to Registrar and Transfer Agent of the Company, i.e., Link

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Intime India Private Limited at ahmedabad@linkintime.co.in or to the Company at investor@arvindinfra.com with name of registered shareholder(s), folio number(s)/DP Id/Client Id and Number of equity shares held from the email address they wish to register to enable them to exercise their vote on special businesses as set out in the Postal Ballot Notice through remote e-voting facility provided by NSDL.

1. A Member cannot exercise his / her / its vote by proxy on Postal Ballot / E-Voting.

2. Voting through Electronic Means:

The Company is providing remote e-voting facility to its Members to cast their vote by electronic means through E-Voting Platform of NSDL at the link https://www.evoting.nsdl.com/.

The voting period begins at 9.00 a.m. (IST) on Friday, 1st Saturday, 30th May, 2020. The e-voting module shall be disabled by NSDL for voting thereafter. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the Cut-off Date i.e. Friday, 24th April, 2020 may cast their vote electronically.

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

A. Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

1. 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.

2. 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.

1. 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

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1. Your password details are given below:

2. a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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.

4. 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.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

B. Details on Step 2 is given below:

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

1. 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.

2. After clicking 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.

3. Select “EVEN” of company for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. 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.

6. Upon confirmation, the message “Vote cast successfully” will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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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 pcs.buchassociates@gmail.com with a copy marked to evoting@nsdl.co.in.

2. 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 User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No. 1

Alteration of Objects Clause and Liability Clause of Memorandum of Association to align with the provisions of the Companies Act, 2013:

The Members of the Company are aware that the Company was incorporated in December, 2008 under the provisions of the Companies Act, 1956 and hence, the existing Memorandum of Association (“ existing MOA ”) of the Company is based on the provisions of the Companies Act, 1956. Further, the said Companies Act, 1956 has been repealed and replaced by the Companies Act, 2013 (“ the Act ”) pursuant to notification dated 30th January, 2019 issued by the Ministry of Corporate Affairs and consequently, it is considered expedient to align the existing MOA of the Company with the format of Memorandum of Association for public companies limited by shares as prescribed under the Act.

The Act provides flexibility to companies to continue with the existing MOA, but considering the Act, having come in to force, there are various references of the provisions of the Companies Act, 1956, in existing MOA that creates an ambiguity and hence with a view to remove such ambiguity, the Board of Directors thought it proper to align the existing MOA with Table A of the Schedule I of the Act and accordingly, vide resolution dated 24th April, 2020 approved and recommended, subject to approval of the members of the Company, the alteration in the Objects Clause (Clause III) and Liability Clause (Clause IV) of the existing MOA as set out in the special resolution at item no. 1 of this Notice.

Pursuant to provisions of Section 13 and other applicable provisions, if any of the Act, alteration in the MOA of the Company requires the approval of the members by means of a special resolution. Further, the General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated 13th April, 2020 issued by the Ministry of Corporate Affairs have allowed companies to pass resolutions through Postal Ballot / E-Voting without holding a general meeting up to 30th June, 2020 or till further orders. In view of the above, the proposed special resolution has been circulated to be passed by the Members of the Company through Postal Ballot / E-Voting.

The draft of the altered Memorandum of Association is uploaded on the Company’s website at www.arvindsmartspaces.com and is also available for inspection for the Members at the Registered Office of the Company during normal business hours on all working days from the date of dispatch of the Notice, up to the last date of voting through Postal Ballot / E-Voting, i.e., Saturday, 30th May, 2020.

None of the Directors or Key Managerial Personnel of the Company or their relatives is, directly or indirectly, concerned or interested (financial or otherwise) in the special resolution as set out in item no. 1 of this Notice.

In the opinion of the Board, the proposed special resolution is in the interest of the Company and its shareholders and therefore, recommend passing of the special resolution as set out in item no. 1 of this Notice.

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Item No. 2

To approve and adopt new set of Articles of Association of the Company in conformity with Companies Act, 2013:

The Members are aware that the Company was incorporated in December, 2008 under the provisions of Companies Act, 1956 and hence, the existing Articles of Association (“ existing AOA ”) of the Company are based on the provisions of the Companies Act, 1956. Further, the said Companies Act, 1956 has been repealed and replaced by the Companies Act 2013 (“ the Act ”) pursuant to notification dated 30th January, 2019 issued by the Ministry of Corporate Affairs and accordingly, it is considered expedient to align the existing AOA with the provisions of the Act.

In order to bring existing AOA of the Company in line with the provisions of the Act, the Company is required to carry-out numerous changes in the existing AOA and hence it is considered desirable to adopt a comprehensive new set of Articles of Association of the Company (“ New Articles ”) in substitution of and to the exclusion of the existing AOA. Accordingly, the Board of Directors of the Company has, vide resolution dated 24th April, 2020 approved and recommended, subject to approval of the members of the Company, the adoption of new set of Articles of Association of the Company as set out in the special resolution at item no. 2 of this Notice.

Key changes in the new set of Articles of Association are as follows:

• The AOA has been restructured and aligned with the provisions of the Act, the Secretarial Standards issued by the Institute of Company Secretaries of India and other applicable laws;

• References to the sections, sub-sections, clauses etc. of the Companies Act, 1956 have been substituted with the provisions of the Act;

• New provisions relating to issue / transfer of securities in dematerialized form, independent directors, electronic voting, board meeting through video conferencing, appointment of Key Managerial Personnel etc. have been incorporated;

• Provisions of the Act, which permit the Company to do certain acts when authorised by AOA, or, which require the Company to do acts in a prescribed manner unless the AOA otherwise provide, have been specifically included;

• Few provisions such as issue of shares at discount, interest out of capital etc. which have become redundant due to change in the law have been deleted.

Pursuant to the provisions of Section 14 of the Act, the consent of the members of the Company, by way of a special resolution is required for the adoption of the New Articles in substitution of the existing AOA of the Company. Further, the General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated 13th April, 2020 issued by the Ministry of Corporate Affairs have allowed companies to pass resolutions through Postal Ballot / E-Voting without holding

a general meeting up to 30th June, 2020 or till further orders. In view of the above, the proposed special resolution has been circulated to be passed by the Members of the Company through Postal Ballot / E-Voting.

The draft of the New Articles is uploaded on the Company’s website at www.arvindsmartspaces.com and is also available for inspection by the members at the registered office of the Company during normal business hours on all working days from the date of dispatch of the notice, up to the last date of through Postal Ballot / E-Voting, i.e., Saturday, 30th May, 2020.

None of the Directors or Key Managerial Personnel of the Company or their relatives is, directly or indirectly, concerned or interested (financial or otherwise) in the special resolution as set out in item no. 2 of this Notice.

In the opinion of the Board, the proposed special resolution is in the interest of the Company and its shareholders and therefore, recommend passing of the special resolution as set out in item no. 2 of this Notice.

Registered Office:

By Order of the Board

24, Government Servant Society, Nr. Municipal Market, Off C G Road, Navrangpura, Ahmedabad-380009

Date: 24th April, 2020 Place: Ahmedabad

Prakash Makwana Company Secretary

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