BLACK BOX LIMITED — AGM Information 2019

Aug 30, 2019

NOTICE OF 33Ro ANNUAL GENERAL MEETING

NOTICE is hereby given that the 33'd Annual General Meeting of the Members of AGC NETWORKS LIMITED ("the Company") will be held on Thursday, 26th September, 2019 at 11 :00 A.M. at Yashwantrao Chavan Centre, General Jagannath Bhosle Road, Nariman Point, Mumbai - 400021 to transact the following business(s):

ORDINARY BUSINESS(S):

• 1. To receive, consider and adopt the Audited Financial Statements (including the Consolidated Financial Statements) of the Company for the financial year ended March 31, 2019 along with the Reports of the Board of Directors and Auditors thereon.
• 1. To appoint a Director in place of Mrs. Mahua Mukherjee (DIN: 08107320), who retires by rotation and being eligible, seeks reappointment.
• 1. To re-appoint Mis. Walker Chandiok & Co. LLP, Chartered Accounts, as the Statutory Auditors of the Company.

In this regard, to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Registration No. 001076N/ N500013) be and are hereby re-appointed as the Statutory Auditors of the Company to hold office for a period of Five (5) Years from the conclusion of this Thirty Third Annual General Meeting ("AGM") till the conclusion of the Thirty Eighth AGM of the Company, on such terms and conditions of appointment and. remuneration as may be fixed by the Board of Directors (including any Committee thereof), in mutual consultation with M/s. Walker Chandiok & Co. LLP.

RESOLVED FURTHER THAT the Board of Directors (including any Committee thereof) be and is hereby authorized to revise, amend or vary any of the terms of appointment of the Statutory Auditor including remuneration in such manner as may be required during the aforesaid tenure, without any further reference to the members of such revision(s)/amendment(s)/variation(s) as the case may be."

SPECIAL BUSINESS(S):

4. Appointment of Mr. Naresh Kothari (DIN: 00012523) as a Non-Executive Director of the Company

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Naresh Kothari (DIN:00012523) who was appointed by the Board of Directors as an Additional Director of the Company with effect from January 17, 2019 and who holds office only up to the date of this Annual General Meeting of the Company in terms of Section 161 of the Act and who is eligible for appointment as a Director and in respect of whom the Company has received a notice under Section 160 of the Act in writing proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive Director on the Board of the Company, being liable to retire by rotation."

5. Re-appointment of Mr. Sujay Sheth (DIN: 03329107) 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, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory

modification(s) or re-enactment thereof for the time being in force), the provisions of Schedule IV of the Act and Regulation 16(1 )(b), 17 and other applicable regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), as amended, Mr. Sujay Sheth (DIN: 03329107) who was appointed as Independent Director & Chairman of the Company at ²⁸111 Annual General Meeting (AGM) and who holds office only up to the date of this ensuing 33'd AGM and who is eligible for re-appointment as Independent Director and has submitted a declaration that he meets the criteria for independence as provided under section 149(6) of the Act readwith Regulation 16(1 )(b) of LODR Regulations alongwith his consent to such reappointment, be and is hereby re-appointed as the Independent Director & Chairman of the Company to holds office for a further period of 5 (Five) years, commencing from the date of this meeting and he shall not be liable to retire by rotation."

6. Re-appointment of Mr. Sanjeev Verma (DIN:06871685) as an Executive Director designated as Whole-Time Director of the Company

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

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and applicable provisions of Schedule V of the Act, (including any statutory modifications or re-enactments thereof, for the time being in force) and the Articles of Association of the Company, subject to the approval of the Central Government and such other approvals, permissions and sanctions, as may be required, re-appointment of Mr. Sanjeev Verma (DIN: 06871685) as Whole-Time Director of the Company to hold office for a period of 3 (Three) years commencing from February 15, 2019, be and is hereby approved on such terms as set out in the Explanatory Statement annexed to the Notice convening this meeting.

RESOLVED FURTHER THAT pursuant to the provisions of Section 197 read with relevant provisions of Section II of Part II of Schedule V of the Act and subject to such other approvals, permissions or sanctions, as may be required, the approval of members be and is hereby granted for issue and exercise of Employee Stock Options granted /to be granted under Employee Stock Option Scheme(s) of the Company to Mr. Verma, notwithstanding the facts that the value of the equity share allotted on exercise of options so granted/to be granted/ to be exercised may exceed the ceiling as prescribed under aforesaid provisions of the Act and/or applicable rule(s), regulation(s) or direction(s) issued by SEBI or any other applicable act or law, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include the Nomination and Remuneration Committee of the Board) be and is hereby authorised to alter and vary the terms and conditions of the said appointment as it may deem fit and as may be acceptable to Mr. Sanjeev Verma, subject to the same not being in contravention of the conditions specified under the provisions of Schedule V to the Act or any statutory modification(s) or reenactment thereof and subject to such approval(s) as may be required."

7. Payment of remuneration to Mrs. Mahua Mukherjee (DIN: 08107320), Executive Director & Chief Peoples Officer of the Company:

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

''RESOLVED THAT, further to the resolution passed by the members at the Thirty Second Annual General Meeting of the Company held on August 1, 2018 with respect to the appointment of Mrs. Mahua Mukherjee (DIN: 08107320), as an Executive Director of the Company; pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014; applicable provisions of Section II of Schedule V of the Act, (including any statutory modifications or re-enactment thereof, for the time being in force) and the Articles of Association of the Company and subject to such other approvals, permissions and sanctions, as may be required, the approval of the Members be and hereby accorded for payment of remuneration to Mrs. Mahua Mukherjee, Executive Director, for the services rendered/to be rendered by her as the Chief Peoples Officer of the Company upto an aggregate amount not exceeding

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'{ 1,25,00,000/- (Rupees One Crore Twenty Five Lakh Only) per annum, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of her appointment, for a period of 3 (Three) years from April 1, 2018 to March 31, 2021 on the terms and conditions, as set out in the Explanatory Statement annexed to the Notice convening this meeting, with liberty to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include the Nomination and Remuneration Committee of the Board) to alter and vary the terms and conditions of the said appointment/remuneration within the aforesaid maximum ceiling and in such manner as may be agreed between the Board and Mrs. Mukherjee.

RESOLVED FURTHER THAT in terms of Section 197(10) of the Act, the consent of the members be and is hereby given to waive the requirement of refund of the amount of remuneration paid to Mrs. Mahua Mukherjee for the services rendered by her in the capacity as Chief People Officer of the Company subsequent to her appointment as Director."

By Order of the Board of Directors For AGC Networks Limited Sd/- Aditya Goswami Company Secretary & Compliance Officer

Place: Mumbai. Membership No. A27365 Dated: July 5, 2019 Registered Office:- Equinox Business Park (Peninsula Techno Park), Off Bandra Kurla Complex, LBS Marg, Kurla West, Mumbai - 400070. www.aqcnetworks.com

NOTES

1) A Member entitled to attend and Vote at the Annual General Meeting ("AGM") is entitled to appoint a Proxy to Attend and Vote on Poll instead of himself/herself and such Proxy need not be a Member of the Company. The instrument appointing proxy/proxies in order to be effective, should be deposited at the registered office of the Company duly completed and signed not less than 48 hours before the commencement of the meeting.

A person can act as a proxy on behalf of not more than Fifty (50) members and the aggregate shareholding of such members shall not be more than Ten Percent (10%) of the total share capital of the Company carrying voting rights. However, a member holding more than ten percent (10%) of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such proxy shall not act as a proxy for any other member of the Company. During the period beginning 24 hours before the time fixed for the commencement of this meeting and ending with the conclusion of this meeting, a member would be entitled to inspect the proxies lodged with the company, at any time during the business hours of the Company, provided that a notice in writing of not less than Three (3) days, is given to the Company. 2) The relevant Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the material facts concerning Item no. 3 and special business(s) in respect of Item No. 4 to 7 as set out above is annexed hereto. 3) Corporate Members are requested to send a duly certified copy of the Board Resolution, authorizing their representative to attend and vote at the AGM. 4) Members are requested to bring their attendance slip along with their copy of Annual Report to this AGM. 5) All the documents referred to in the accompanying notice are available for inspection at the Registered Office of the Company on all the working days between 11 :00 AM to 1 :00 PM up to the date of this AGM. 6) The Register of Directors and Key Managerial Personnel and their shareholding, maintained in accordance with Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

• 7) The Register of Contracts or Arrangements in which Directors are interested, maintained in accordance with Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.
• 8) The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 20th, 2019 till Thursday, September 26111, 2019 (both days inclusive) for the purpose of this AGM.
• 9) M/s. Datamatics Business Solutions Limited is "Registrar and Share Transfer Agent" of the Company. All members and investors are hereby advised to contact Datamatics Business Solutions at the following address for any assistance, request or instruction regarding transfer or transmission of shares, dematerialization of shares, change of address, non-receipt of annual report, dividend payments and other query I grievance relating to the shares of the Company:

M/s. Datamatics Business Solutions Limited Plot No. B-5, Part B, Cross Lane, MIDC, Andheri (East), Mumbai - 400093 Tel: +91 22 6671 2001 to 6671 2006 Fax: +91 22 6671 2209 E- mail: investorsgry@datamaticsbpm.com

• 10) Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for easy identification of attendance at the meeting.
• 11) Members are requested to quote their Registered Folio Nos. on all correspondence with the Company.
• 12) Members desirous of getting any information in relation to the Company's Annual Report 2018-19 are requested to address their query (ies) well in advance, i.e. at least 10 days before the Meeting, to the Company Secretary of the Company to enable the Management to keep the information readily available at the Meeting.
• 13) Members holding shares in single name and physical form are advised to make nomination in respect of shareholding in the Company. Members can avail of the Nomination facility by filing Form SH-13 with the Company or its Registrar & Share Transfer Agent. Blank forms will be supplied on request. In case of shares held in Demat form, the nomination has to be lodged by the member/investor with their Depository Participants.
• 14) 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 M/s. Datamatics Business Solutions Limited, for consolidation into a single folio.
• 15) Members are informed that 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.
• 16) Members are requested to note that, pursuant to SEBI Notification dated June 8, 2018 and Press Release dated December 3, 2018, transfer of shares (except transmission and transposition of shares) will be in dematerialised form only. Although, the Members can continue to hold shares in physical form, they are requested to consider dematerializing the shares held by them in the Company.
• 17) Notice and the Annual Report will also be available under the Investor section on the website of the Company www.agcnetworks. com
• 18) Profiles of the Directors seeking appointment/re-appointment, as required by Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in this Notice.

These Directors have furnished the requisite consents/declarations in respect of their appointment/re-appointment. None of the Directors is related to any of the other Director or to any Key Managerial Personnel of the Company.

19) Members are hereby informed that Dividend which remains unclaimed/ un-en-cashed over a period of Seven years, has to be transferred as per the provisions of the Companies Act, 2013 by the Company to "The Investor Education & Protection Fund" ("IEPF") constituted by the Central Government and the shares in respect of which such dividend is unclaimed/un-en-cashed

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shall also be transferred to the IEPF Authority. It may please be noted that once unclaimed/ un- en-cashed dividend or shares are transferred to "Investor Education & Protection Fund" as above, no claims shall lie in respect of such amount by the Shareholder against the Company.

• 20) Members who have not registered their e-mail addresses so far are requested to register their email address so that they can get all the information of the Company at the click of the mouse. Members are also requested to immediately notify any changes in their address and /or email IDs to the Company/Registrar at their respective addresses as mentioned in this Notice.
• 21) As the members are aware, your Company's shares are tradable compulsorily in electronic form. In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories viz. National Securities Depository Limited (NSDL) or Central Depository Services (India) Limited (CDSL).
• 22) A Route Map along with prominent landmark for easy location to reach the venue of the 33'd AGM is provided on the backside of this Annual Report.

INSTRUCTIONS FOR E-VOTING

The instructions for members voting electronically are as under:

• i. The voting period begins on 9:00 AM on Monday, September 23'd, 2019 and ends at 5:00 PM on Wednesday, September 25th, 2019. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 19th, 2019 may cast their vote electronically. Thee-voting module shall be disabled by CDSL for voting thereafter.
• ii. The shareholders should log on to the e-voting website www.evotingindia.com.
• iii. Click on Shareholders.
• iv. Now Enter your User ID
• For CDSL: 16 digits beneficiary ID
• For NSDL: 8 Character DP ID followed by 8 Digits Client ID
• Members holding shares in Physical Form should enter Folio Number registered with the Company.
• v. Next enter the Image Verification as displayed and Click on Login.
• vi. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• vii. If you are a first time user follow the steps given below:

Fo r M em	be ho ld in sh in D F nd P h ic al Fo at rs g ar es em or m a ys rm
PA N	En r 1 0 di gi l ph ic PA N iss d b In e T D (A lic ab le fo r b h de ha ho ld te t a tm t ot at r y ou a- nu m er ue y co m ax ep ar en pp m s re er s el l a ph ica l s ha ho ld s) as w s ys re er
	Co /D M be ho h pd ed th ei r P AN ith th ito Pa rti ci d t th t u at nt te • em rs w av e no w e m pa ny ep os ry pa ar e re qu es o us e e fir let f t he ir d th di gi f t he be r in th PA N Fi eld st tw te 8 ts o rs o na m e an e o s eq ue nc e nu m e
	f O fo fte In th be r is le th 8 d i gi th pl ica bl be 's be th be ts nt ca se e se qu en ce n um ss an e er e ap e n um r o re e nu m r a r • CA th fir ch f t he in PI TA L let . E . I f is Ra h Ku ith st tw te te e o ar ac rs o n am e rs .g yo ur n am e m es m ar w s eq ue nc e be he r R A0 in th PA N Fi el d. r 1 t te 00 00 00 1 nu m n en e
DO B	En he D of B irt h rd ed in r d r i th rd s f th id de te r t at at nt at nt e as re co y ou em a cc ou o n e co m pa ny re co or e sa m a cc ou d/ / fo lio in d fo at or m m yy yy rm

• a) After entering these details appropriately, click on "SUBMIT" tab.
• b) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• c) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• d) Click on the EVSN of AGC Networks Limited on which you choose to vote.
• e) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• f) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• g) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• h) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• i) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
• j) If Demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
• k) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
• viii. Note for Non Individual Shareholders and Custodians:
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www. evotinqindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@ cdslindia.com.
• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evotinq@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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

FOR MEMBERS WHO WISH TO VOTE USING BALLOT FORM:

In addition to the remote e-voting facility as described above, the Company shall make a voting facility available at the venue of the Annual General Meeting, through polling paper as provided in Section 109 of the Companies Act, 2013 read with Rule 21 of the Companies (Management & Administration) Rules, 2014 and Members attending the meeting who have not already cast their votes by remote e-voting shall be able to exercise their right at the meeting.

Members who have cast their votes by remote e-voting prior to the meeting may attend the meeting, but shall not be entitled to cast their vote again.

GENERAL INSTRUCTIONS

The Board of Directors has appointed M/s. S. K. Jain & Co., Practicing Company Secretaries, (Membership No. 1473 & C.P. No. 3076) as the Scrutinizer to conduct the e-voting process, (including voting through polling papers by members at the AGM) and remote e-voting process in a fair and transparent manner.

The Scrutinizer shall, immediately after the conclusion of voting at the Annual General Meeting, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days from the conclusion of the AGM, a Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or to a person authorised by the Chairman in writing, who shall countersign the same and declare the result of the voting forthwith.

The Scrutinizer shall submit his report to the Chairman/person duly authorized by Chairman in writing, who shall declare the results of the voting. The result declared alongwith the Scrutinizer Report shall be placed on the Company's website www.agcnetworks.com and on the website of CDSL, immediately after the declaration of result by the Chairman or by a person duly authorized by him in writing. The results shall also be forwarded to The National Stock Exchange of India (NSE) Limited and the Bombay Stock Exchange (BSE) Limited, where the equity shares of the Company are listed.

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

Item No. 3

M/s. Walker Chandiok & Co. LLP, Chartered Accountants (ICAI Registration No. 001076N/N500013), were appointed as the Statutory Auditor of the Company at the 32"d Annual General Meeting ("AGM") of the Company to hold office till the conclusion of 33'd AGM to be held in the current year. Considering the aforesaid, M/s. Walker Chandiok & Co. LLP has already served as Statutory Auditor of the Company for a period of Five (5) years commencing from the conclusion of the 281h AGM and expiring on conclusion of upcoming 33'd AGM. However, in terms of Section 139 (2) of the Act, M/s. Walker Chandiok & Co. LLP are eligible to be re-appointed for a further period of Five (5) years.

The Board of Directors ("the Board") at their meeting held on July 5, 2019, has proposed re-appointment of M/s. Walker Chandiok & Co. LLP as the Statutory Auditors of the Company for a further period of consecutive Five (5) years commencing from the conclusion of the 33'd AGM till the conclusion of 33tti AGM to be held in the year 2024.

M/s. Walker Chandiok & Co. LLP, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141 (3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of Section 139(1) and Section 141 (3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

Further, in terms of Regulation 36(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations"), the following are the requisite disclosures with respect to the proposed re-appointment of M/s. Walker Chandiok & Co. LLP, Chartered

Annual Report 2018-19 Page9-

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Accountants, as the Statutory Auditors of the Company:

Sr . N o.	Pa ic ul rt ar s	D ai ls of P d A oi et nt t ro po se pp m en
1.	f t Na he d Au dit me o p ro po se or	Ch Co (IC M is. W al ke dio k & LL P, Ch d Ac AI te ta nt r an co un s ar re Re gis tio No 6N /N ) tra . 0 01 07 50 00 13 n
2.	f r of Ba sis da tio int t o ec om m en n ap po m en	As cif ied i th pla to st at t s pe n e ex na ry em en
3.	Pe rio d of int t ap po m en	Fiv Ye cin fro lus ion f 3 3rd A GM ti ll t he clu sio e ar s, co m m en g m co nc o c on n of GM 3 8'h A
4.	Pr ed R ion /F at op os em un er ee s	0/ No di { 8 0, 00 ,00 f F Y2 0. t e xc ee ng pe r a nn um or -

As per the provisions of Section 139(1) of the Act, the approval of the members is required to be obtained by way of a resolution passed at an AGM of the Company, for appointment of an individual/firm as the Statutory Auditor of the Company. Accordingly, the Board commends the Ordinary Resolution set out at Item No. 3 of the Notice for approval by the shareholders.

None of the Directors, Key Managerial Personnel and their relatives, are concerned/interested, financially or otherwise, in the resolution set out at Item No. 3.

Item No. 4

The Board of Directors of the Company ("the Board") had at its meeting held on January 17, 2019 approved the appointment of Mr. Naresh Kothari (DIN:00012523) as an Additional Director of the Company with immediate effect, in accordance with the provisions of Section 161 of the Act, basis the recommendation of the Nomination & Remuneration Committee of the Company. In accordance with the provisions of Section 161 (1) of the Act, Mr. Kothari holds office only up to the date of this AGM of the Company.

The Company has received a notice pursuant to the provisions of Section 160 of the Act from Mr. Kothari, proposing his candidature for the office of Non-Executive Director of the Company which shall be subject to retirement by rotation. Mr. Kothari is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has also consented to act as a Director of the Company.

Brief Profile of Mr. Naresh Kothari:

Mr. Kothari is a seasoned Indian financial services professional with over 23 years of experience in business building and capital markets. During his career, he has held various operating as well as management responsibilities.

Mr. Kothari was one of the earliest Senior Partners at Edelweiss Financial Services and was a key person involved in shaping it into one of the leading financial services firms of India. At Edelweiss, he led teams that built India's largest domestic Institutional Brokerage business, a large coverage platform with some of the best corporate relationships in India, one of the most aggressive Equity Capital Markets platform and also a leading alternative asset management platform. During his 13-year tenure, he held various management roles including President of Edelweiss Capital, Senior member of Management Committee, Co-Head of Edelweiss Alternative Asset Advisors, Head of Coverage & ECM and Co-Head of Institutional Equities. Mr. Kothari spent the initial years of his career in building and running an institutional equities sales & trading desk at ICICI Securities.

Along with building various financial services businesses, Mr. Kothari has also played an active role in advising Corporate India on business and capital markets strategy. This active engagement approach also led to development of very strong relationships with corporate India over the years. He remains an active Board member on a few of these corporates.

Mr. Kothari has also done extensive analytical work including identifying some of the most successful investment themes in India. His deep understanding of various asset classes and how they play out across business cycles is now being used in building out some of the most innovative strategies for alternative investing in India through his new firm Alpha Alternatives.

Mr. Kothari is an MBA from Indian Institute of Management, Ahmedabad, which is the premier business school in India and Bachelor of Engineering in Computer Science from the University of Mumbai. He is an avid fitness enthusiast and has run marathons. He is also an ardent reader.

Further, with respect to the proposed appointment of Mr. Kothari, requisite disclosure pursuant to Regulation 36(3) of LODR Regulations, Secretarial Standards on General Meeting ("SS-2") and other applicable disclosures, have been provided in Annexure II to this Notice. The Board considers that the appointment of Mr. Kothari as a Non-Executive Director on the Board, would be of immense benefit to the Company. Accordingly, the Board recommends the appointment of Mr. Kothari as a Non-Executive Director of the Company, whose term of office shall be liable to determination by retirement of directors by rotation. Save and except Mr. Naresh Kothari (being the proposed appointee) and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors I Key Managerial Personnel of the Company I their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice. The Board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval of the shareholders.

Item No. 5

Mr. Sujay Sheth (DIN: 03329107) was appointed as Independent Director at the 28th AGM of the Company held on August 7, 2014 to hold office for a term of Five (5) years. Accordingly, existing term of Mr. Sheth as the Independent Director of the Company shall expire on August 6, 2019. In term of Section 149(9) and 149(10) of the Act, Mr. Sujay Sheth is eligible to be re-appointed as Independent Director for another term of upto Five (5) years upon approval from Shareholders by way of Special Resolution. The Board at its meeting held on July 5, 2019, based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the re-appointment of Mr. Sujay Sheth as the Independent Director & Chairman of the Company for another term of Five (5) Years commencing from August 7, 2019 subject to the approval of the shareholders at this AGM. Mr. Sheth will not be liable to retire by rotation. The Company has received the consent to re-appointment, declaration of fulfilment of criteria of independence as per Section 149(6) of the Act & Regulation 25(8) of LODR Regulations as well as a notice pursuant to the provisions of Section 160 of the Act from Mr. Sheth, proposing his candidature for the office of Independent Director of the Company. Further, Mr. Sheth is not disqualified from being appointed as a Director in terms of Section 164 of the Act and the Board is of the opinion that, Mr. Sheth fulfils the conditions specified in the Act and the rules made thereunder and is independent of the management of the Company. Further, with respect to the proposed re-appointment of Mr. Sheth, requisite disclosure pursuant to Regulation 36(3) of LODR Regulation, Secretarial Standards on General Meeting ("SS-2") and other applicable disclosures, have been provided in Annexure II to this Notice. Accordingly, the Board recommends the resolution for re-appointment of Mr. Sujay Sheth as the Independent Director & Chairman of the Company for approval of Shareholders as a Special Resolution as set out at Item no. 5 of the Notice. Save and except Mr. Sheth, being the proposed appointee, none of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financial or otherwise, in the said resolution at Item No. 5.

Item No. 6

Mr. Sanjeev Verma (DIN: 06871685) was appointed as Executive Director, designated as Whole-time Director (WTD) of the Company by the Board with effect from February 15, 2016, on recommendation of Nomination and Remuneration Committee, for a period of Three (3) years. Pursuant to the provisions of Section 197 and Section 203 read with Schedule V of the Act, the approval of Members of the Company and the Central Government was also obtained for the aforesaid appointment of Mr. Sanjeev Verma. The tenure of Mr. Verma as WTD was expiring on February 14, 2019. Thus, the Board at its meeting held on February 7, 2019, based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the re-appointment of Mr. Sanjeev Verma as the Executive Director designated a Whole-time Director to hold the office for a further period of Three (3) Years commencing from February 15, 2019 subject to the approval of the shareholders at this AGM and approval of the Central Government as required under Part I of Schedule V of the Act.

In accordance with the provisions of Section 196(4) of the Act read with the applicable provisions of Part I of Schedule V and the rules made thereunder, the Company is required to obtain tl1e approval of the shareholders by way of passing a Special Resolution for the appointment of Mr. Sanjeev Verma as the Executive Director designated a Whole-Time Director of the Company. A brief resume of Mr. Verma alongwith the disclosures pursuant to Regulation 36(3) of LODR Regulations, Secretarial Standards on General Meeting ("SS-2") and other applicable disclosures, if any, have been provided in Annexure II to this Notice.

Further, the Company has granted 4,26,997 Employee Stock Options to Mr. Verma during the Financial Years 2015-16 & 2016-17, pursuant to the ESOP Scheme 2015 of the Company, out of which 1,76, 136 stock options have been vested & are exercisable by Mr. Verma as on the date. Pursuant to Section 2(78) defining "remuneration" and other applicable provisions of Section 197 the Act, the remuneration payable to any Director of the Company shall be inclusive of the value of securities of the Company held by such Director. Accordingly, in the event Mr. Verma exercises the said options, the value of the equity shares of the Company issued to him pursuant to exercise of such options will be considered as remuneration paid to him being the Whole-Time Director of the Company and the value of such options is likely to exceed the ceiling provided under Section II of Part II of Schedule V of the Act.

In terms of the aforesaid provision of Section 197 read with Section II of Part II of Schedule V of the Act, the Board is required to obtain approval of the Shareholders by way of Ordinary I Special Resolution passed at a General Meeting, for payment of managerial remuneration by the Company to any Director (including MD/WTD/Manager), in the event of inadequacy of profits or incurring losses in any financial year(s).

The proposed terms of appointment of Mr. Sanjeev Verma, as the Executive Director & Whole-Time Director of the Company are as follows:

• I) Salary, Allowances and Commission (hereinafter referred to as "Remuneration"): None
• II) Perquisites: None
• Ill) Other re-imbursements: Mr. Verma may be provided reimbursement of reasonable expenses incurred by him while rendering his services to the Company.
• IV) Stock Options: As may be granted by the Nomination & Remuneration Committee pursuant to Stock Options Scheme of the Company.
• V) Other Terms:

Subject to the superintendence, control and direction of the Board of Directors, Mr. Verma shall manage and conduct the business and affairs of the Company as an Executive (Whole-Time) Director of the Company. He shall not be paid any sitting fee for attending the meetings of the Board or Committee thereof. The appointment can be terminated by Mr. Verma or the Company, by any party giving to the other Three (3) calendar months' notice in writing.

In view of the long standing association of Mr. Verma with the Company by virtue of the managerial roles held by him over a period of over 20 years and considering the level of expertise and skills he has displayed during the said period, the Board was of the view that the re-appointment of Mr. Sanjeev Verma as an Executive Director designated a Whole-Time Director will be in the best interest of the Company.

Accordingly, the Board recommends the members to approve re-appointment and remuneration of Mr. Sanjeev Verma as an Executive Director designated a Whole-Time Director of the Company as aforesaid, by passing the resolution as set out at Item no. 6 as a Special Resolution.

Save and except Mr. Verma, being the proposed appointee, none of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financial or otherwise, in the said resolution.

Item No. 7

Mrs. Mahua Mukherjee (DIN:08107320) was appointed as an Executive Director by the shareholders at the 32"d AGM of the Company

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held on August 1, 2018 and the shareholders of the Company approved the appointment of Mrs. Mahua Mukherjee as an Executive Director of the Company without any remuneration, her office being liable for retirement by rotation. Mrs. Mukherjee also holds the office of the Chief Peoples Officer ("CPO") of the Company.

Pursuant to the provisions of Section 197(4) of the Act, remuneration payable by the Company to any Director shall be inclusive of remuneration payable to him/her for the services rendered by him/her in any other capacity. Thus, the remuneration payable to Mrs. Mahua Mukherjee for her services as the CPO of the Company shall be considered as remuneration being paid to a Director of the Company, which is subject to the limits specified under provisions of Section 197 of the Act.

Further, in accordance with the applicable provisions of Section II of Part II of Schedule V of the Act, in the event the Company has inadequate profits or incurs losses in any Financial year and the Company proposes to pay remuneration to directors/managerial personnel(s) for such year in excess of the limits specified in aforesaid provisions, the Company is required to obtain the approval of the Shareholders by way of an Ordinary/Special Resolution passed at a General Meeting, as the case may be.

The remuneration paid/payable to Mrs. Mahua Mukherjee as a CPO of the Company during the FY 2018 to FY 2021 would fall under the category of Director Remuneration and such remuneration is likely to exceed the limits specified in section 197(1) & Section II of Part II of Schedule V of the Act. Hence, it is proposed to obtain the requisite approval of the shareholders for payment of remuneration to Mrs. Mahua Mukherjee, Executive Director, for services rendered/to be rendered by her in her capacity as the Chief Peoples Officer of the Company, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of her appointment, for a period of Three (3) years from April 1, 2018 to March 31, 2021, on such terms of remuneration as approved by the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include the Nomination and Remuneration Committee of the Board), subject to the maximum ceiling of~ 1,25,00,000/- (Rupees One Crore Twenty Five Lakh Only) per annum.

The Board of Directors of the Company, at its meeting held on July 5, 2019, based on the recommendation of the Nomination & Remuneration Committee, approved the terms of remuneration for Mrs. Mahua Mukherjee Executive Director for the services rendered/ to be rendered by her in her capacity as the Chief Peoples Officer of the Company. The details required pursuant to the provisions of Section II, Part II of Schedule V of the Act, have been provided herewith as Annexure Ill to this Notice.

Save and except Mrs. Mukherjee, being the proposed appointee, none of the Directors and Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financial or otherwise, in the resolution set out at Item No. 7.

The Board recommends the resolution as set out at Item No. 7 of the Notice for approval of the Shareholders as a Special Resolution.

ANNEXURE II

Details of the Director(s) seeking appointmenUre-appointment in forthcoming Annual General Meeting [Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015 & Secretarial Standards on General Meeting ("SS-2")]

Na of D ire ct m e or	M . M ah M uk he rje rs ua e	M Na sh K ha ri ot r. re
Da te f Bi rth nd o a Ag e	A il 2 11h 19 67 pr , 52 y ea rs	Se be pt r 3 'd, 1 97 0 em 48 y ea rs
f f Da te irs t o in tm t ap po en	A il 5 t11 , 2 01 8 pr	Ja 17t 11, 2 01 9 nu ar y

Ex rti pe se in ci fic s pe fu tio l nc na ar ea s; Qu ifi tio al d ca ns an Br ief R e/ es um Pr of ile	M M ah M uk he rje ho lds M BA i Pe l rs ua e a n n rs on ne M nd H R d ha of H R t a 2 0 an ag em en an s ov er ye ar s rie f hi ch th t 10 m an ag em en ex pe nc e, o w m or e an ha b in nio r H R lea de hi le ith ye ar s ve ee n a se rs p ro a w gi io l d id fo Sh st te at tr ra c, op er na an co un y- w e cu s. e ho lds siv rie in IT , T el nd S vic xt e en e ex pe nc e ec om a er e Sh In du rie ha be iat ed ith ult ina tio l st s. e s en a ss oc w m na d la iza tio ch s C in i a nd R el ian an rg e o rg an ns su a ap ge m ce lnf iza tio ith gl ob al oc om m , a n o rg an n w a pr es en ce ac ro ss Eu , N th A ica , M id dl Ea nd A sia P ific st ro pe or m er e- a ac gio nd pl th f o st 0, 00 0. r 6 re ns , a a n em oy ee re ng o ve Sh ha rti in fo ul in HR at st te e s ex pe se rm g ra gy , d bi lit bu ild in tic nd te co m pe nc y an ca pa y g pr ac es a io gi nd in itia tiv te nt st te re n ra es a es	As tio d a t I N 4 of th pl te at ta te t. m en ne m o. e ex an or y s m en
of Te rm s t/ Ap in tm po en Re oi nt t -a pp m en fi xi or ng tio n/ re m un e- ra ria tio of h va n s uc io at re m un er n	of Te in sh al l be ed b tm t rm s ap po en as ap pr ov y be th A G M he ld A at 32 "d t 1 , 2 01 8. m em rs e on ug us A tio d It N of Re io Te at 7 at s m en ne em o. m un er n rm s: th pl at ta te t. e ex an or y s m en	A oi ed No Ex ive D ire , l ia bl ire nt ut ct to et pp a s a n- ec or e r b tio ta y ro n
Re at io m un er n las dr t aw n	la kh in F.Y (in cl ive f a ll be fit s) 78 . 1 8- 19 s us o ne ~	NI L
e/ of Na th m s o er Li ed C ni st om pa es in hi ch w Di sh ip he ld ct re or	NI L	1. AD F Fo od Li ite d s m Bh i P du Li ite d 2. at ct ag w ro s m So 3. B L Ka sh d L im ite d ya p an ns
Na e/ of th m s o er Li ed C ni st om pa es in hi ch he t w Di h ol ds ct re or be hi in m em rs p th Co itt e m m ee s	NI L	S 1. B L Ka sh nd Li ite d (M be hi f ya p a on s m em rs p o - A ud it C itt ) om m ee So (M f 2. B L Ka sh d L im ite d be hi ya p an ns em rs p o - n C ) No in io R io itt at n & at m em un er om m ee AD F Fo od L im ite d (M be hi f S ke ho ld 3. ta em rs p o er s - Re lat io hi p C itt ) ns om m ee
Sh eh ol di in ar ng th Co e m pa ny	NI L	E it Sh h el d be fic ia ll 3, 00 ,0 15 qu y ar es ne y.
Re la tio hi ns p be th tw ee n e Di in ct te re or s r-s e	GC Un lat ed t b ei he B rd f A N ks n t et re , e xc ep ng o oa o w or Li ite d m	GC Un lat ed t b ei th Bo d of A N ks et re , e xc ep ng o n e ar w or Li ite d m
Nu be f m r o Bo d Me in et ar gs rin at te nd ed du g F.Y . 1 8- 19	Al l M tin i.e . E lev f E lev M tin ut ee gs en o o en ee g	*T f E lev M tin ut wo o o en ee g

*Attended all the Board meetings held during the FY 2018-19 since his appointment.

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Na of D ire ct m e or	Su Sh M ja et h r. y	M Sa nj Ve r. ee rm a v
f Bi Da te rth o , A ge	No be r 2 811 19 70 1, ve m 48 y ea rs	Ju l 20 th, 19 67 y 52 ea rs y
Da f f irs te t o in tm t ap po en	M 2 1'1 20 11 ay ,	Fe br 1 5th , 2 01 6 ua ry
is Ex rt pe e in ci fic s pe fu tio l a nc na re as ; Q lif ic io d at ua ns an B rie f R e/ es um Pr of ile	M Sh h ho lds B he lo r's d in Co et r. a ac eg re e m m er ce fro he B ba Un ive it H is al Fe llo t m om rs e so a y y. w C be f t he I tit of ha d Ac of ut rte ta nt m em r o ns e re co un s In di C l M Sh h is th M in Pa nt et rtn a. ur re y, r. e an ag g er of J K. Do sh i & C d fir f Ch d te te o. a re pu m o ar re , Ac bl ish ed in ta nt ta 1 95 5. co un s, es	M Ve is Te ch lo V ith et r 2 2 r. rm a a no gy er an w o ve ye ar s of IC ive lo ba l rie in th T do ai te ex ns g ex pe nc e e m n. He h h i gh l sf ul ck d in div tra et as y su cc es r ec or er se s of nd l de hi les i th of t a m an ag em en ea rs p ru n e ar ea s bu si tio al nd ke tin ul tin M ne ss o pe ra ns , s es a m ar g, co ns g, A d ion st tu at & an ar p op er s.
	M Sh h's f rie Fi d et r. a re as o ex pe nc e ar e na nc e an Ac tin ith d kn le d f di ct t co un g w ee p ow ge o re ax es , law d si ific rie in th at t co rp or e s an gn an ex pe nc e e fie ld of io dv iso ui si tio di tr ct tu s an sa n a ry , p re -a cq n s es , lu io nd d ire at at ct co rp or e g ov er na nc e, as su ra nc e, va n a tio H is inv olv ed in ud it io io ta , t at at te st at xa n. e a ax n, n fu f a of d tio id le io In di ct an as su ra nc e nc ns o e se n an w d ul tin io l c lie at nt an m na s.	Pr io jo in in AG C M Ve ha to rib ed nt ut r g r. rm a s co , nd bl is hm of le ad in gl ob al to ta t pr og re ss a es en a g ch lo ia in In di D in th , h led fr te nt at te no gy g a. ur g nu re e om th fro ll th bu si d el t i ni tia tiv nd nt e a e ne ss ev op m en es a he l d dr ive ul tif ol d th in al nd fit ab ilit pe m gr ow s es a p ro y.
Te f rm s o A oi U nt pp m en oi Re nt t -a pp m en fi xi or ng tio n/ re m un er -a ria tio of h va n s uc io at re m un er n	As tio d in Ite No of he pl 5 t at m en ne m ex an or y st at t. em en	As tio d in Ite N of th pl 6 at ta te t. m en ne m o. e ex an or y s m en
R io at em un er n la d st ra w n	NI L	NI L
N e/ f o th am s o er C Li ed ni st om pa es in hi ch w D ire sh i p h el d ct or	Bl k Ro In du rie Li ite d 1. st ac se s m	NI L
e/ N f o th am s o er C Li ed ni st om pa es in hi ch th w e D ire h ol ds ct or hi in be m em rs p th C itt e om m ee s	Bl k Ro In du rie Li ite d (M be hi st 1. p & ac se s m em rs - C Co ha irm sh i f A ud it itt ) an p o m m ee (M of Bl k Ro In du rie Li ite d be hi 2. st ac se s m em rs p - No in io Re io n C itt ) at at & m n m un er om m ee	NI L
Sh eh ol di in ar ng th C e om pa ny	NI L	NI L

Re lat io hi ns p be th tw ee n e Di ct re or s in te r-s e	GC Un lat ed t b ei he B rd f A N ks n t et re , e xc ep ng o oa o w or Li ite d m	Un lat ed t b ei th Bo d of A GC N ks et re , e xc ep ng o n e ar w or Li ite d m
Nu be f m r o Bo d Me in et ar gs nd ed d in at te ur g F. Y. 18 -1 9	Te f E lev M tin t o n ou en ee gs	Al l m tin i.e E lev f E lev ut ee g en o o en

ANNEXURE Ill

(Pursuant to provisions of Section II, Part II of Schedule V of the Companies Act 2013)

I.	Ge l i nf io at ne ra or m n:
1.	Na f i nd tu tr re o us y	G S lo ba l IT ol io P vi de ut ns ro r
2.	C of ci al t om m en ce m en co m m er od tio pr uc n	19 86
3.	In of ni ca se ne w co m pa es , ed d of ct at ex pe e c om m en ce m en of tiv iti oj t ac es pe r pr ec as ed b fin ci al in itu tio st ap pr ov y an ns in in th ct ap pe ar g e pr os pe us	N. A. t
4.	Fi ia l rfo b ed na nc pe rm an ce as o n	Re { C 30 6. 85 ve nu e: ro re s •
	gi in di fo r F .Y. 1 8- 19 to ve n ca rs :	C PA T: { 1. 28 • ro re s
		EP S: { 0. 44 /- ha (b ic di lu d ) te & • pe r s re as
5.	Fo i in st ts re gn ve m en or lla bo tio , if co ra ns an y	Co Fo r d ai ls of i ad b th lea et tm t m nv es en e y e m pa ny , p St da lo B al sh t f in of th e A l R rt an ne an ce ee or m g pa nn ua ep	ef th he se r er e sc t b ei lo t a or ng s en ng	du le 5 of he t no ith th is No tic e. w
		Th de ils f t he S ha ho ld in of F ei I tit io ta ut e o re g or gn ns na C Co Fo i ni in th 31 '1 M ch , 2 re gn om pa es e m pa ny as o n ar	l I , F ei to nv es rs or 01 9 , is d ai le d et as	N io ls d at gn na an nd u er :
		Pa rti la cu rs	No f S ha o re s	% ha s re ho ld in g
		Fo i P tfo lio In st re gn or ve or s	16 ,9 8 ,7 03	5. 71
		Fo i N io ls at re gn na	0	0
		(N ) N. R. I -R t on ep	46 ,6 29	0. 16
		N. R. I (R ) t ep	86 ,0 23	0. 29
		C Fo i ni re gn om pa es	1 ,3 8 ,8 4 , 1 43	46 .6 9
		O s B od Co at ve rs ea y rp or es	40 0	0. 00
		To ta l	1,5 7, 1 5, 89 8	52 .8 4
		Co Th h ed in ia l fo i ot nt to at e m pa ny as n e er a ny m er re gn	ol la bo tio c ra n.

II.	In fo io ab he A oi at t t nt rm n ou pp ee :
1.	Na of A oi nt Sa nj : M Ve m e pp ee r. ee v rm a
2.	Ba ck nd d ai ls et gr ou	M Ve is th Ex ive D ire , d i ed W ho le -T im Di f A GC N ks . H ut ct at ct et r. rm a e ec or es gn as e re or o or e w is al th Pr id t & C EO f B la ck B C tio n ( 10 0% ub si di f A GC N ks ) s in et so e es en o ox or po ra s ar y o w or ce GC its ui sit io b y A N ks Ja y 7 , 2 01 9. et a cq n or o n nu ar w
		Ov h is tin A GC N ks , h ha al d C EO ( Am ica s) & P si de 10 t at et nt er ea r-s or e s so s er ve as er re y w In io l o tio he h led he W ldw id bu si nd P &L f A GC N ks te at t et rn na pe ra ns w re e or e ne ss a o w or (e t I nd ia ). Pr io th is , h th Pr id t & E tiv Di si bl fo ll r t ct xc ep o e w as e es en xe cu e re or re sp on e r o ve ra f G Sa s O P& L a nd th gi d Ex ive Vi P sid lob al les & B in tio st te ut t o g ro ra es an ec ce re en us es pe ra ns w , si bl e f G lob al Sa les & b in io d in l in b ui ld in AG C' gl ob al at st ta re sp on or us es s op er n an ru m en g s io gi st te ex pa ns n ra es
		Pr io jo in in g A GC N ks , M r. V ha he ld io W i 3 D Ne ks r to et t st at tw w or er m a s m an ag em en po ns pr o, or (a ) a G S S ire d b y W i in 20 06 nd lob al Te le bo th in U nit ed nd in io ll te ta te te at qu pr o ys m s a rn na y.
3.	Pa io st at re m un er n	Ni l
4.	Re itio ds co gn n o r a w ar	Du rin th f M Ve th ha ive d itio nd ds h te g e nu re o r. rm a, e co m pa ny s re ce re co gn n a a w ar , s uc as :
		G lob al So lut io In of C ho ice te at 2 01 7 n gr or •
		Se ice P f t he Y r 2 01 tn 7 • rv ar er o ea
		S cia l R nit io n A d 20 16 -1 7 pe ec og w ar •
		Be En ris Pa (W In di a) st te rtn t, 2 01 6- 17 rp e er es •
		SP f t M P he r 2 01 6- 17 tn ar er o ea • y
5.	Jo b of ile nd h is ita bi lit pr a su y	As W TD , S je is fo d A GC 's ph ilo ph f a el in 's bu si th h at to an ev cu se on so y o cc er g c us m er ne ss ro ug le le fo rin Re lat io hi tin ui Re lev t i th ke pl nt tu to ta t a re ss cu s on n ur g ns ps , c on ng s y an n e m ar ac e d de liv in Re lts li ed th cl ie iza tio to nt an er g su a gn e o rg an n.
		Hi si lie le ad sh i sk ills h b th Co 's ad in I nd ia d its nt et to s re er p as ee n an a ss e m pa ny ro m ap an io fo i ho nt ex pa ns n o o re gn s re s.
		He l be lie in th ph ilo ph f t hi nk lo ba l (a lie do ) b lo ll he tro nt ut ct s ng ve s e so y o g s ou r c s a ca re y y w el io hi ist at ou r r ns ps ex
		IC M r. V is hn ol ith r 2 d ad of siv lo ba l e ie e i he T a t et xt n t er m a ec og y v er an w o ve ec es e en e g xp er nc do ai H ha hi gh l fu l tr k rd in d ive f m nd le ad sh i t o t a m n. e s a y s uc ce ss ac re co rs e se an ag em en er p les in he f b in io al & ke tin lti , M &A nd t at ta rt- ro a re as o us es s op er ns , s es m ar g, c on su ng a s up io lo ba ll H is vi si ith d de nd in f d ive ph ie at ta op er ns , g y. e a on ar y w a ee p un rs g o rs e ge og ra s.
6.	Re io d at m un er n p ro po se	in It N 6 of th pl As et ut at ta te t. s o em o. e ex an or y s m en
7.	Co tiv io at m pa ra e re m un er n of ile ith in du t to st pr w re sp ec ry , siz of th fil of e e co m pa ny , p ro e th sit io d e po n an pe rs on	Th io d is ith in th im iss ib le io r S ch ed ul at at e re m un er n p ro po se w e m ax um p er m re m un er n a s pe e V of th Co ni A hi ch is bl ith th Co ni f t he siz d ct , 2 01 3 e m pa es w c om pa ra e w e m pa es o s am e e an of ita bi lit pr y.
8.	Pe ni la tio hi di l ct cu ar y re ns p re y in di l ith th ct or re y w e co m pa ny la tio hi ith th or re ns p w e ia l l , if m an ag er pe rs on ne a ny	M Ve do h ia l ni la tio hi ith th Co nd is ot at ot r. rm a es n av e an y m er pe cu ar y re ns ps w e m pa ny a n lat ed f t he th K M ia l P el of th Co to re a ny o o er ey an ag er er so nn e m pa ny ,

9.	O th In fo io at er rm n:
i.	Re f l in ad te as on s o os s or eq ua	In th F. Y . 2 01 8- 19 th Co ha rd ed Ne of it o f ~ 1 .2 8 Cr t e e m pa ny s re co a pr or es ,
	of its pr	In lin ith th pl ica bl is io f S ch ed ul V of th Ac th Co h gh he t, t t e w e ap e pr ov ns o e e e m pa ny as s ou f t s f of S O io l o he ha ho ld is d cis E pl ck io ed to pt nt pr r a pp ro va s re er or su e an ex er e m oy ee ns g ra S O Sc e( s) fo of Ito b d de r E pl ck io he M Ve in th hi te to pt to rt e gr an un m oy ee n m r. rm a, rm g pa e s io nd S tio d Sc he du le V of th Ac in It N of th at 19 7 t o te et ut 6 re m un er n u er ec n an e n rm s s o em o. e C /m pl in cl ud in in th he in lo ak in ad at ta te t, t t te ex an or y s m en g e ev en om pa ny cu rs ss es es eq ua of its in du rin th f h is in t, f io d of T hr (3 ) fro te tm pr a ny y ea r, g e nu re o ap po en or a p er ee ye ar s m Fe br F eb 1 5, 20 19 to 14 , 2 02 2. ua ry ru ar y
ii.	St ak d t be s t ep en o r p ro po se o ke fo r i ta t n m pr ov em en	N. A.
iii.	Ex ed ct in in pe cr ea se od tiv it of its d in pr uc y pr an bl e t m ea su ra er m s	N. A.

II.	In fo io ab he A oi at t t nt rm n ou pp ee :
1.	Na of A oi : M . M ah nt m e pp ee rs	M uk he rje ua e
2.	Ba ck nd d ai ls M . M ah M uk he rje ha 2 4 f H R ie of hi ch et t e gr ou rs ua e s ov er ye ar s o m an ag em en xp er nc e, w m or 12 h be in io r H R le ad sh i le ith gi tio l a nd tra te ea rs av e en a s en er p ro a s c, o pe ra na c ou y w id fo w e cu s.
		M . M uk he rje e h ol ds siv ie e i IT , T el nd S vi In du rie S he h b xt st rs e en e e xp er nc n ec om a er ce s. as ee n Ca fo cia d w ith ul tin io l a nd la ni tio ch in i , R el ia ln te at as so m na rg e or ga za ns su a s pg em nc e co m m , RS S of d T he P k Ho ls. tw te ar e an ar
		In he r l tin ith C in i s he le d th In di gi bu si ni He ad f T al t s t w st te t a t as ap ge m e a ra c ne ss s o en u nd si bl e f lvi d im pl tin al t a s t t m t m an ag em en w as re sp on or e vo ng an em en g n um er ou en an ag em en in itia tiv ed k f li ed ith iza tio l al Ad di tio ll sh to at es c re e an e ng ag w or or ce a gn w o rg an na go s. na y, e Ce al h de d t he H R io f t he N di d l E bu si ni at nt t. so ea op er ns o or c an ra ur op e ne ss u
		Sh ha rti in fo ul in HR , H R nd ab ilit y b ui ld in at tra te st te e s ex pe se rm g s gy sy em s, co m pe nc y a c ap g tic nd io gi nd in itia tiv te nt tra te pr ac es a re n s es a es
		M . M uk he rje ho lds M BA in P el M nd H R. t a rs e a n er so nn an ag em en
		GC M . M uk he rje is th Ex ive D ire of A N ks Lt d. ut ct et rs e e ec or w or
3.	Pa io st at re m un er n	f A GC M . M uk he rje do d io th Ex ive D ire N ks ot at ut ct et rs e es n ra a ny re m un er n a s e ec or o or w w Lt d. H , b ei th C hi ef P pl O ffi r ( "C PO " ) o f t he C he d io at ow ev er ng e eo es ce om pa ny , s re w a re m un er n of C s f fin 0. 78 th ci al 2 01 8- 19 ro re or e an ye ar ~
4.	Re itio ds co gn n o r a ar w	Du rin he f M . M ah M uk he rje th ha ive d itio nd ds g t te nu re o rs ua e, e co m pa ny s re ce re co gn n a a w ar in th fie ld of H R h e um an es ou rc es , s uc as :
		Q Da Be Em pl ta st st • ue oy er
		HR E el le e A d fo r T al t M nd E t a t xc nc w ar en an ag em en ng ag em en •
		fo HR E el le e A d r E ic Va lue A dd itio th Bu si n t xc nc ar co no m o e ne ss • w

5.	Jo b of ile nd h ui bi lit ta pr a er s y	M . M uk he rje e i si bl e f d riv in gi c H R pl ni nd im pl tio in tra te ta rtn rs s re sp on or g s an ng a em en ns , pa er g ith b in s l de li pl ha in bu si ds , d el in nd to tra te us es ea rs a gn p eo e s gy as p er c ng g ne ss n ee ev op g a w ific in im pl t le ls. ut s t ex ec g sp ec p ro gr am o pr ov e em oy ee e ng ag em en ve Sh fu f s ia liz in d ire in d le ad in th ll gi d io l h ct tru tra te at e sp ec es g an g e sp ec m o c an op er na um an iv itie d ith k fo b in od el id ct re so ur ce s a s an pr oc es se s w a ee n cu s on us es s m py ra m , m an po w er
		pl ni io pl ni nd fo t. an ng , s uc ce ss n an ng a p er rm an ce m an ag em en
6.	Re io d at m un er n p ro po se	of As in It N 7 th pl t. T he io d is ith in th et ut at ta te at s o em o. e ex an or y s m en re m un er n p ro po se e w im iss ib le io r S ch ed ul e V f t he C ni A , 2 01 3. at ct m ax um p er m re m un er n a s pe o om pa es
7.	Co tiv io at m pa ra e re m un er n of ile ith t to pr w re sp ec f t in du ize he st ry , s o c om pa ny , of ile f th sit io d pr o e po n an pe rs on	Th io d is in pl ia f S ch ed ul e V f t he C ni A hi ch at ct , 2 01 3 e re m un er n p ro po se co m nc e o o om pa es , w is bl ith th Co ni f t he siz d of ita bi lit co m pa ra e w e m pa es o s am e e an pr y.
8.	Pe ni la tio hi cu ar y re ns p di l in di l ith th ct ct re y or re y w e el io hi ith at co m pa ny , o r r ns p w , if th ia l l e m an ag er pe rs on ne an y.	M ah M uk he rje e d t h ia l ni el io hi ith th Co in th at at ua oe s no av e an m er pe cu ar y r ns ps e m pa ny e y w cit Di ct ca pa y a s re or
9.	he In fo io ot at r rm n:
i.	of Re los as on s s or in ad fit te eq ua p ro s	Co fit f C In th F.Y . 2 01 8- 19 th h rd ed N { 1. 28 et e e m pa ny as re co a p ro o ro re s. , In lin ith th pl ica bl is io f S ch ed ul e V f t he A he C h gh he ct . t t t e w e ap e pr ov ns o o om pa ny as s ou io l o f t he ha ho ld s f f io M . M uk he rje fo he t o at n t pr r a pp ro va s re er or p ay m en re m un er o rs e, r r ice nd ed /to b nd ed b he in th cit of C PO in Ite te t t se rv s re er e re er r e ca pa , o n rm s se ou m y y No f t he la in cl ud in in th he C in lo /m ak . 7 to st at t, t t o e xp na ry em en g e ev en om pa ny cu rs ss es es in ad fit in , d in th f h oi t, f io d of T hr (3 ) te te nt eq ua p ro s an y ye ar ur g e nu re o er a pp m en or a p er ee s f A il 1 , 2 01 8 M ch 3 1 , 2 02 1. to ye ar ro m pr ar
ii.	St ke d ta to ep s n or p ro po se be ke fo r i ta t n m pr ov em en	N. A.
iii.	Ex ed in in ct pe cr ea se od tiv it d of its in pr uc y an pr bl e t m ea su ra er m s	N. A.

Annual Report 2018-19 Page 19--•

ADDENDUM TO NOTICE OF 33Ro ANNUAL GENERAL MEETING OF AGC NETWORKS LIMITED

The Board of Directors of the Company at their meeting held on July 5, 2019, approved the Notice for convening the 33rd Annual General Meeting ("AGM") of the members of the Company scheduled to be held on Thursday, 261h September, 2019 at 11 :00 A.M. atYashwantrao Chavan Centre, General Jagannath Bhosle Road, Nariman Point, Mumbai - 400021.

Subsequent to the above, the Company received a notice under Section 160 of the Companies Act, 2013 ("the Act") read with Rule 13 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, from Mr. Deepak Kumar Bansal (DIN: 07 495199) proposing his candidature for election to the office of Director of the Company at the ensuing 33rd AGM of the Company.

Further, the Board of Directors ("the Board") of the Company, at their meeting held on August 14, 2019, subject to the approval of the shareholders at this ensuing AGM and such other approvals as may be required, approved the appointment of the Mr. Deepak Kumar Bansal (DIN: 07495199) as an Executive Director of the Company. At the said meeting, the Board approved the special business item (alongwith the explanatory notes and annexures thereon) specified hereinunder and the inclusion of the same in the Notice of the 33rd AGM dated July 5, 2019, as an Addendum to Notice.

In line with the aforesaid, this Addendum to the Notice of 33rd AGM is being circulated to the shareholders in accordance with the applicable provisions of the Act.

The Board of Directors of the Company recommend the following resolution for appointment of Mr. Deepak Kumar Bansal (DIN: 07495199) as an Executive Director, for the approval of the shareholders at the ensuing 33rd AGM, as part of the Special Business, as set forth below:

Item No. 8:

Appointment of Mr. Deepak Kumar Bansal (DIN: 07495199) as an Executive Director of the Company

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

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Companies (Appointment and Qualifications of Directors) Rules, 2014 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and applicable provisions of Schedule V of the Act, (including any statutory modifications or re-enactments thereof, for the time being in force) and the Articles of Association of the Company, subject to the approval of the Central Government and such other approvals, permissions and sanctions, as may be required, appointment of Mr. Deepak Kumar Bansal (DIN: 07495199) as Executive Director of the Company to hold office for a period of 3 (Three) years commencing from September 26, 2019, be and is hereby approved on such terms as set out in the Explanatory Statement annexed to the Notice convening this meeting.

RESOLVED FURTHER THAT pursuant to the provisions of Section 197 read with relevant provisions of Section II of Part II of Schedule V of the Act and subject to such other approvals, permissions or sanctions, as may be required, the approval of members be and is hereby granted for issue and exercise of Employee Stock Options granted/to be granted under Employee Stock Option Scheme(s) of the Company to Mr. Deepak Kumar Bansal for the services rendered by him in the capacity of Chief Financial Officer of the Company, notwithstanding the facts that the value of equity shares allotted on exercise of options so granted/to be granted/to be exercised may exceed the ceiling as prescribed under aforesaid provisions of the Act and applicable rule(s), regulation(s) or direction(s) issued by SEBI or any other applicable act or law, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include the Nomination and Remuneration Committee of the Board) be and is hereby authorised to alter and vary the terms and conditions of the said

appointment as it may deem fit and as may be acceptable to Mr. Deepak Kumar Bansal, subject to the same not being in contravention of the conditions specified under the provisions of Schedule V to the Act or any statutory modification(s) or re-enactment thereof and subject to such approval(s) as may be required."

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

Item No. 8:

The Board of Directors of the Company ("the Board") had at its meeting held on August 14, 2019, approved the appointment of Mr. Deepak Kumar Bansal (DIN: 07495199) as an Additional Director of the Company with immediate effect, in accordance with the provisions of Section 161 of the Act, basis the recommendation of the Nomination & Remuneration Committee of the Company. In accordance with the provisions of Section 161 (1) of the Act, Mr. Bansal holds office only up to the date, of this AGM of the Company.

Further, the Nomination and Remuneration Committee of the Company at its meeting held on August 14, 2019 recommended for the approval of the Board, the re-appointment of Mr. Deepak Kumar Bansal as an Executive Director at the upcoming AGM for a period of 3 years, which was duly approved by the Board at its meeting held on the same date i.e. August 14, 2019, subject to the approval of the shareholders at this AGM and approval of the Central Government as required under Part I of Schedule V of the Act.

In accordance with the provisions of Section 196(4) of the Act read with the applicable provisions of Part I of Schedule V and the rules made thereunder, the Company is required to obtain the approval of the shareholders by way of passing a Special Resolution for the appointment of Mr. Deepak Kumar Bansal as the Executive Director of the Company.

Brief Profile of Mr. Deepak Kumar Bansal:

Mr. Bansal has over 22 years of professional experience with organizations like Reliance Industries, Coca Cola India, Essar, Vedanta and Sujana Group, to name a few. Mr. Bansal brinqs with himself a diverse corporate finance experience inclined towards fund raising and IPOs. His expertise lies in the fields of Strategic Planning, Acquisition Funding and Working Capital Management. Mr. Deepak Kumar Bansal is currently serving as Chief Financial Officer (CFO) of the Company and is based out of US.

Mr. Bansal has a Bachelor's degree in Commerce and is a qualified Chartered & Cost Accountant.

Further, with respect to the proposed appointment of Mr. Deepak Kumar Bansal, requisite disclosure pursuant to Regulation 36(3) of LODR Regulations, Secretarial Standards on General Meeting ("SS-2") and other applicable disclosures, are provided in Annexure II to this Notice.

The Company has also received a notice pursuant to the provisions of Section 160 of the Act from Mr. Bansal, proposing his candidature for the office of an Executive Director of the Company which shall be subject to retirement by rotation. Mr. Bansal is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has also consented to act as a Director of the Company.

Further, the Company has granted 71, 166 Employee Stock Options to Mr. Bansal during the Financial Year 2018-19, pursuant to the ESOP Scheme 2015 of the Company. Pursuant to Section 2(78) defining "remuneration" and other applicable provisions of Section 197 the Act, the remuneration payable to any Director of the Company shall be inclusive of the value of securities of the Company held by such Director. Consequently, once the said options become vested & exercisable by Mr. Bansal and thereafter in the event Mr. Bansal does exercise the said eligible options, the value of the equity shares of the Company issued to him pursuant to exercise of such options will be considered as remuneration paid to him being the Executive Director of the Company and the value of such options is likely to exceed the ceiling provided under Section II of Part II of Schedule V of the Act.

In terms of the aforesaid provision of Section 197 read with Section II of Part II of Schedule V of the Act, the Board is required to obtain approval of the Shareholders by way of Ordinary/ Special Resolution passed at a General Meeting, for payment of managerial remuneration by the Company to any Director (including MD/WTD/Manager), in the event of inadequacy of profits or incurring losses in any financial year(s).

The proposed terms of appointment of Mr. Deepak Kumar Bansal, as the Executive Director of the Company are as follows:

• I) Salary, Allowances and Commission (hereinafter referred to as "Remuneration"): None
• II) Perquisites: None
• Ill) Other re-imbursements: Mr. Bansal may be provided reimbursement of reasonable expenses incurred by him while rendering his services to the Company.
• IV) Stock Options: As may be granted by the Nomination & Remuneration Committee pursuant to Stock Options Scheme of the Company.
• V) other Terms:

Subject to the superintendence, control and direction of the Board of Directors, Mr. Bansal shall manage and conduct the business and affairs of the Company as an Executive Director of the Company. He shall not be paid any sitting fee for attending the meetings of the Board or Committee thereof. The appointment can be terminated by Mr. Bansal or the Company, by any party giving to the other Three (3) calendar months' notice in writing.

The Board considers that the appointment of Mr. Bansal as an Executive Director on the Board, would be of immense benefit to the Company. Accordingly, the Board recommends the members to approve appointment and remuneration of Mr. Deepak Kumar Bansal as an Executive Director of the Company as aforesaid, by passing the resolution as set out at Item no. 8 as a Special Resolution.

Save and except Mr. Deepak Kumar Bansal (being the proposed appointee) and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors I Key Managerial Personnel of the Company I their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 8 of the Notice.

By Order of the Board of Directors For AGC Networks Limited Sd/- Aditya Goswami Company Secretary & Compliance Officer Membership No. A27365

Place: Mumbai Dated: August 14, 2019 Registered Office:- Equinox Business Park (Peninsula Techno Park), Off Bandra Kurla Complex, LBS Marg, Kurla West, Mumbai - 400070. www.agcnetworks.com

• 1) The relevant Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the material facts concerning the special business in Item No. 8 as set out above is annexed hereto.
• 2) All the documents referred to in the accompanying addendum to notice are available for inspection at the Registered Office of the Company on all the working days between 11 :DO AM to 1 :DO PM up to the date of the Annual General Meeting.
• 3) Statement giving details of the said Director seeking appointment pursuant to the requirement of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting ("SS-2") is given in this Addendum to Notice.

The said Director has furnished the requisite consents/declarations in respect of his appointment. The said Director is not related to any Director or to any Key Managerial Personnel of the Company.

• 4) This Addendum to the Notice of 33'd AGM is available along with the Notice of 33'd AGM on the website of the Company www.agcnetworks.com. The Proxy Form including the resolution proposed hereinabove as item No. 8 is enclosed and also available on the website of the Company.
• 5) All the processes, notes and instructions relating toe-voting set out for and applicable to the ensuing 33'd AGM as stated in the Notice of 33'd AGM, shall mutatis-mutandis apply to the e-voting for the Resolution proposed in this Addendum to the Notice. Furthermore, Scrutinizer appointed for the ensuing 33'd AGM will act as a Scrutinizer for e Resolution proposed in this Addendum to the Notice.

www.agcnetworks.com

ADDENDUM TO ANNEXURE II OF NOTICE OF 33Ro AGM

Details of the Director(s) seeking appointment/re-appointment in forthcoming Annual General Meeting [Pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015 & Secretarial Standards on General Meeting ("SS-2")]

Na of D ire ct m e or	M De ak K B l r. ep um ar an sa
Da f B irt h te o A ge	'\ Ju l 31 1 97 5 y 44 y ea rs
Da f f irs in te t tm t o ap po en	A t 1 41h , 2 01 9 ug us
is e i ifi fu tio ; Q lif ic io Ex rt l a at nd pe n sp ec c nc na re as ua ns a Br ie f R e/ Pr of ile es um	As tio d a t I N 8 of th pl te at ta te t. m en ne m o. e ex an or y s m en
f A oi t/R in fi xi Te nt tm t rm s o pp m en e- ap po en or ng re m un e- tio n/ ria tio of io h r at ra va n s uc em un er n	As tio d in Ite N 8 of th pl at ta te t. m en ne m o. e ex an or y s m en
Re io la d D ire at st ct m un er n ra w n as or	NI L
N e/ of th L is d C ni in hi ch D ire sh i te ct am s o er om pa es w or p he ld	NI L
N e/ of th L is d C ni in hi ch he D ire te t ct am s o er om pa es w or C ho ld be hi in th itt s m em rs p e om m ee s	NI L
Sh eh ol di in th C ar ng e om pa ny	Sh 6 ,9 03 E it h eld b lat ive qu ar es re y y
Re la tio hi be he D ire s in tw n t ct te ns p ee or r-s e	Un lat ed t b ei th Bo d of A GC N ks L im ite d et re , e xc ep ng o n e ar w or
N be f B rd M tin nd ed du rin F. Y .1 8- 19 at te um r o oa ee gs g	N. A. *

'Tne Board of Directors of the Company appointed Mr. Deepak Kumar Bansal as an Additional Director of the Company, effective from August 14, 2019. He has attended Board meetings and Audit Committee meetings during the FY 18-19 as the Chief Financial Officer of the Company on invitation from the Board and Committee respectively

ADDENDUM TO ANNEXURE Ill OF NOTICE OF 33RD AGM

(Pursuant to provisions of Section II, Part II of Schedule V of the Companies Act 2013)

I.	G al in fo io at en er rm n:
1.	Na f i nd tu tr re o us y	G lob al IT So lut io P vi de ns ro r
2.	C f c ci al du io t o ct om m en ce m en om m er p ro n	19 86
3.	ni ed In of da of ct te ne co m pa es ex pe ca se w , f a iv itie je d t o ct ct co m m en ce m en s as p er p ro a pp ro ve b fin ci al in itu tio in in th st ct y an ns ap pe ar g e pr os pe us	N. A.
4.	Fi ia l rfo b ed gi in di fo to na nc pe rm an ce as o n ve n ca rs r F. Y .1 8- 19 :	Re 30 6. 85 C t • ve nu e: ro re s C PA T: 1. 28 t ro re s • S: /- (b ) EP 0. 44 ha ic di lu d t & te pe r s re as •

Annual Report 2018-19 Page23--•

5.	Fo i in ol la bo tio , if st ts re gn ve m en o r c ra ns a ny	Fo de ils f in ad ta st t r o ve m en m e he du le f t he S nd al . 5 ta sc no o on An al R t b ei lo t a nu ep or ng s en ng w Th de ils of th Sh eh ol di of F ta e e ar ng Na tio ls d Fo i C ni na an re gn om pa es 20 19 , is d ai le d nd et as u er :	b th Co y e m pa ny Ba la sh t f e nc e ee or ith th is No tic e. ei In itu tio st or gn na in he C t om pa ny a	ple fe th as e re r e , in of he rt t m g pa l In F ei st ve or s, or gn 3 1s M ch t s on ar ,
		Pa rti la cu rs	No f S ha o re s	% ha s re ho ld in g
		Fo i P tfo lio In st re gn or ve or s	16 ,9 8 ,7 03	5. 71
		Fo i N io ls at re gn na	0	0
		N. R. 1 (N -R ) t on ep	46 ,6 29	0. 16
		N. R. I (R ) t ep	86 ,0 23	0. 29
		Fo i C ni re gn om pa es	1 ,3 8 ,8 4 , 1 43	46 .69
		Ov B od Co at er se as rp or es y	40 0	0. 00
		To l ta	1 ,5 7' 15 ,8 98	52 .8 4
		Th Co h ed in ot nt to e m pa ny as n e er	ia l fo i at a ny m er re	ol la bo tio gn c ra n.

II.	In fo io ab he A oi at t t nt rm n ou pp ee :
1.	Na of A oi nt : M De ak K m e pp ee r. ep	B l um ar an sa
2.	Ba ck nd de ils ta gr ou	M De ak K B l is th Ch ief F in cia l O ffi r ( CF O ) o f A GC N ks , b ed f et ut r. ep um ar an sa e an ce or as o o w US of (1 f A GC ) . H is al th Di B BX M ai Inc nd B BX In 00 % ub si di N ks ct et e so e re or n . a c. s ar y o or w C FO f Co (1 of GC ) el l a Di Bl k Bo io 00 % ub si di A N ks ct & at et as s re or o ac rp or n s ar or w x y w si its ui sit io b y A GC N ks Ja et y 7 , 2 01 9. nc e a cq n w or o n nu ar
		M Ba al ha 2 2 of fe io l e ie ith iza tio li ke R el ia r. ns s ov er ye ar s p ro ss na xp er nc e w o rg an ns nc e In du rie C Co la In di E , V ed nd S uj G fe . M Ba al st ta , t s, oc a a, ss ar an a an a ro up o na m e a r. ns w br in ith h im lf di fin ie in cl in ed ds fu nd ai si at to gs w se a ve rs e co rp or e an ce e xp er nc e w ar r ng d IP Os . H is rti li in he f ie ld of S gi Pl ni , A ui sit io Fu nd in d t tra te an ex pe se es s c an ng cq n g an Ca W kin pit al M t. or g an ag em en
3.	Pa io D ire st at ct re m un er n as or	Ni l
4.	Re iti rd co gn on or a wa s	No lic ab le t a pp
5.	Jo b of ile nd h is ui bi lit ta pr a s y	e f ll f l f M Ba al is im il si bl in in d io hi ch nt nt ct r. ns pr ar y re sp on or a an ce , a cc ou g an co ro un ns w in cl ud M A ui sit io , C pl ia G B in Pl ni C l tro & e & & es er ge rs cq ns om nc ov er na nc e, us es s an ng on , M IS R tin T Ca sh F low M . H al vi de le ad sh i t e tc to & & ep or g, re as ur an ag em en e so p ro s er p y bu si fu tio fa ci lita fu th nd d to te tu at tra te ne ss nc ns re g ro w a ge a an co rp or e s gy
6.	Re io ed at m un er n pr op os	As in It N 8 of th pl t. T he io d is ith in et ut at ta te at s o em o. e ex an or y s m en re m un er n p ro po se w th im iss ib le io r S ch ed ul e V f t he A at ct e m ax um p er m re m un er n a s pe o

7.	C tiv io at om pa ra e re m un er n of ile ith in du ct to st pr w r es pe ry , si f th fil of ze o e co m pa ny , p ro e th si tio nd e po n a p er so n	Th io ed i ith in he im iss ib le io at t at e re m un er n pr op os s w m ax um p er m re m un er n as p er Sc Co Co he du le V of th ni A , 2 01 3 hi ch is bl ith th ni f t he ct e m pa es w c om pa ra e w e m pa es o siz d of ita bi lit sa m e e an pr y.
8.	Pe ni la tio hi di l ct cu ar y re ns p re y in di l ith he ct t or re y w c om pa ny la tio hi ith th or re ns p w e ia l l , if m an ag er pe rs on ne an y.	Co M Ba al do h ia l ni la tio hi ith th nd h ot at r. ns es n av e an y m er pe cu ar y re ns ps w e m pa ny a as la tio hi ith f t he th ia l l o f t he C no re ns p w a ny o o er m an ag er pe rs on ne om pa ny ,
9.	he r I nf io ot at or m n:
i.	Re of l i de at as on s os s or na qu of its pr	In th F.Y th Co ha rd ed N fit f' { C . 2 01 8- 19 et 1. 28 e e e m pa ny s re co a p ro o ro re s. , f S C In lin ith th pl ica bl vi si ch ed ul e V f t he A he h gh he ct , t t t e w e ap e p ro on s o o om pa ny as s ou io l o f t he ha ho ld s f is nd ise of E pl S ck O io ed / to pt nt pr r a pp ro va s re er or su e a e xe rc m oy ee ns g ra b d de r E pl S ck O io Sc he e( s) M De ak K B l fo he to te to pt to r t e gr an un m oy ee n m r. ep um ar an sa ice nd ed b hi in th cit f C hi ef F in cia l O ffi f t he C , fo in se rv s re er y m e ca pa y o an ce r o om pa ny rm g of th his io nd S tio 19 d Sc he du le V of th e A in rt at 7 ct te t o ut pa e re m un er n u er ec n an o n rm s se of C / Ite N 8 th pl in cl ud in in th he in lo at ta te t, t t m o. e ex an or y s m en g e ev en om pa ny cu rs ss es ak in ad fit in , d in th f h is in t, f iod f te te tm m es eq ua p ro s an y ye ar ur g e nu re o ap po en or a p er o Th (3 ) s f S be te r 2 6 , 2 01 9. re e ye ar ro m ep m
ii.	St ke d t be ta ep s n or p ro po se o ke fo r i ta t n m pr ov em en	N. A.
iii	in in Ex ed ct pe cr ea se od tiv it of its d in pr uc y an pr bl e t m ea su ra er m s --	N. A.

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