Control Print (India) Ltd. — AGM Information 2020

Jul 27, 2020

July 27, 2020

The Compliance Department, Bombay Stock Exchange Limited P. J. Towers, Dalal Street, Fort, Mumbai - 400 001 Scrip Code -522295

The Compliance Department, National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra-Kurla Complex, Bandra (E), Mumbai- 400 051 Symbol- CONTROLPR

SUB: Notice of 29th Annual General Meeting of Control Print Limited and Book Closure Intimation

Annual General Meeting" of the members of the Company:

• 1) This is to inform that the 29th Annual General Meeting ("AGM") of the members of the Company will be held on Friday, August 21, 2020 at 04:00 p.m. IST through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.
• 2) In compliance with the relevant circulars, the Annual Report for the financial year 2019- 20, comprising the Notice of the AGM and the standalone and consolidated financial statements for the financial year 2019-20, along with Board's Report, Auditors' Report and other documents required to be attached thereto, will be sent to all the members of the Company whose email addresses are registered with the Company / Depository Participant(s).
• 3) The details such as manner of (i) registering / updating email addresses, (ii) casting vote through e-voting and (iii) attending the AGM through VC / OAVM has been set out in the Notice of the AGM.
• 4) The Company has fixed Friday, August 14, 2020 as the "Cut-off Date" for the purpose of determining the members eligible to vote on the resolutions set out in the Notice of the AGM or to attend the AGM.

Book Closure:

Pursuant to Regulation 42 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, the Register of Members and Share Transfer Books of the Company will remain closed as follows:

Equity Shares & paid up value	Book Closure	Purpose
Equity Shares Rs. 10/- paid upper share	Saturday, August 15, 2020 to Friday, August21, 2020 (both days inclusive)	Annual General Meeting

For Control Print Limited

Reena Shah Company Secretary & Compliance Officer

Copy to:
National Securities Depository	Central Depository Services (India)	Bigshare services Pvt ltd
Limited	Limited	1st Floor, Bharat Tin Work
Compliance Department	Compliance Department	Bldg,Opp vasant oasis, Makwana
Trade World, A Wing, 4th & 5th	MarathonFuturex,MafatlalMill	Road, Marol, Andheri –
Floors,KamalaMillsCompound,	Compounds, A-Wing, 25th floor, N M	east,Mumbai- 400059
Lower Parel, Mumbai, Maharashtra	JoshiMarg,LowerParel(East),
400013	Mumbai - 400013

Control Print Limited, C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai 400059, India t. +91 22 28599065 / 66938900 | f. +91 2228528272 | e. ho@controlprint.com I **w.**www.controlprint.com CIN. L22219MH1991PLC059800

CONTROL PRINT LIMITED

(CIN: L22219MH1991PLC059800)

Regd. Off: C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai - 400 059. Ph.No.: 022-2859 9065 / 6693 8900 Website: www.controlprint.com. Email: companysecretary@controlprint.com

NOTICE

N Company') will be held on FRIDAY, AUGUST 21, 2020 at 4:00 P.M. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following businesses: th otice is hereby given that the 29 Annual General Meeting (AGM) of the Members of CONTROL PRINT LIMITED ('the

ORDINARY BUSINESS :

• 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2020, together with the Reports of the Board of Directors and the Auditors thereon.
• nd 2. To confirm the payment of Interim Dividend of 3.50 per equity share and 2 Interim Dividend of 4.50 per equity share (Face Value of ` 10/-) already paid during the year as the Final Dividend for the financial year 2019-20.
• 1. To appoint a Director in place of Mr. Basant Kabra (DIN : 00176807), who retires by rotation and being eligible, offers himself for re-appointment and 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 Mr. Basant Kabra (DIN : 00176807), who retires by rotation from the Board of Directors pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, and being eligible, offers himself for re-appointment, be and is hereby re-appointed as the Director of the Company."

SPECIAL BUSINESS:

4. To appoint Ms. Shruti Jatia (DIN: 00227127) as an Independent Director of the Company

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

"RESOLVED THAT Ms. Shruti Jatia (DIN : 00227127) who was appointed by the Board of Directors as an Additional Director of the Company with effect from June 30, 2020 in terms of Section 161(1) of the Companies Act, 2013 ("Act") and Articles of Association of the Company and who holds office up to the date of this Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing her candidature for the office of Director of the Company, be and is hereby appointed as a Non-Executive Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other applicable provisions, if any, of the Act, and the Rules framed thereunder and Regulation 16(1)(b) read with Regulation 17 and other applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Shruti Jatia (DIN : 00227127) who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for five consecutive years from June 30, 2020 to June 29, 2025."

5. To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2021

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

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the consent of the Members be and is hereby accorded to ratify the remuneration of ` 1,75,000 (Rupees One Lakh Seventy Five Thousand Only) plus taxes and reimbursement of actual out of pocket expenses, if any, to M/s. Paresh Jaysih Sampat, Cost Accountants (Firm Registration No: 102421), who were appointed as Cost Auditors of the Company by the Board of Directors to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2021.

RESOLVED FURTHER THAT Board of Directors be and is hereby authorize to do all acts, deeds, matters and things as may be considered necessary, expedient or desirable to give effect to this resolution."

NOTES:

• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") vide its circular dated May 05, 2020 read with circulars dated April 08, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India ("SEBI") vide circular dated May 12, 2020 ("SEBI Circular") have permitted the holding of the Annual General Meeting ("the Meeting") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), MCA Circulars and SEBI Circular, the Meeting of the Company is being held through VC / OAVM.
• 1. A Statement pursuant to Section 102(1) of the Act ("Explanatory Statement") relating to the Item No. 4 and 5 relating to Special Businesses to be transacted at the Meeting is annexed hereto.
• 1. A Member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote on his/ her behalf and the proxy need not be a Member of the Company. However, pursuant to MCA Circulars and SEBI Circular, the AGM will be held through VC/OAVM and the physical attendance of Members in any case has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the Meeting and hence the Proxy Form is not annexed to this Notice.
• 1. Pursuant to Section 113 of the Act representatives of Corporate Members may be appointed for the purpose of voting through remote e-voting or for participation and voting in the Meeting to be conducted through VC/ OAVM. Corporate Members intending to attend the Meeting through their authorised representatives are requested to send a Certified True Copy of the Board Resolution and Power of Attorney, (PDF/ JPG Format) if any, authorizing its representative to attend and vote on their behalf at the Meeting. The said Resolution/Authorisation shall be sent to the Company by email through its registered email address, i.e. secretarialofficer@controlprint.com
• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the Meeting along with the Annual Report for FY 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report for FY 2019-20 will also be available on website of the Company, i.e. www.controlprint.com, website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of the CDSL www.evotingindia.com
• 1. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice under Note No. 12.
• 1. Members attending the Meeting through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. Relevant documents referred to in the accompanying Notice and the Explanatory Statement, Registers and all other documents will be available for inspection in electronic mode during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM. Members can inspect the same by sending an email to the Company at secretarialofficer@controlprint.com
• 1. Notice is also given under Section 91 of the Act read with Regulation 42 of the Listing Regulations, that the Register of Members and the Share Transfer Book of the Company will remain closed from Saturday, August 15, 2020 to Friday, August 21, 2020 (both days inclusive).
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, to their Depository Participants ("DPs") in case the shares are held by them in dematerialized form and to the Registrar and Share Transfer Agents of the Company i.e. Bigshare Services Private Limited in case the shares are held by them in physical form.
• 1. Members seeking any information/desirous of asking any questions at the Meeting with regard to the accounts or any matter to be placed at the Meeting are requested to send email to the Company at secretarialofficer@controlprint.com at least 7 days before the Meeting. The same will be replied by the Company suitably.
• 1. Information and other instructions relating to e-voting are as under:
  • I. Pursuant to the provisions of Section 108 and other applicable provisions of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the Listing Regulations, MCA Circulars and SEBI Circular the Company is pleased to provide its Members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means.
  • II. The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") to provide evoting facility to the Members.
  • III. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member/ beneficial owner (in case of electronic shareholding) as on the cut-off date, i.e., Friday, August 14, 2020. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
  • IV. A person, whose name is recorded in the Register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date, i.e., Friday, August 14, 2020, only shall be entitled to avail the facility of e-voting.
  • V. Members who are holding shares in physical form or who have not registered their email address with the Company/Depository or any person who acquires shares of the Company and becomes a Member of the Company after the Notice has been sent electronically by the Company, and holds shares as of the cut-off date, i.e. Friday, August 14, 2020; such Member may obtain the User ID and password by sending a request at helpdesk.evoting@cdslindia.com or may temporarily get their email registered with the Company's Registrar and Share Transfer Agent, Bigshare Services Private Limited, by clicking the link: https://bigshareonline.com/InvestorRegistration.aspx and following the registration process as guided thereafter. Post successful registration of the email, the members would get a confirmation on their email id. In case of any queries, members may contact Company's Registrar and Share Transfer Agent, Bigshare Services Private Limited through website https://bigshareonline.com/

It is further clarified that for permanent registration of Email address, Members are required to register their Email address in respect of Electronic holdings with their concerned Depository Participant(s) and in respect of Physical Holdings with the Company's Registrar and Share Transfer Agent M/s Bigshare Services Private Limited by sending an E-mail at investor@bigshareonline.com /shweta@bigshareonline.com or at Co's email id secretarialofficer@controlprint.com by following due procedure.

However, if a Member is already registered with CDSL for e-voting then existing User ID and password can be used for casting vote.

• VI. The Board of Directors of the Company has appointed CS Nilesh Shah or failing him CS Mahesh Darji or failing him CS Hetal Shah of M/s. Nilesh Shah and Associates, a Practicing Company Secretary firm, Mumbai as scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
• VII. The Scrutinizer, after scrutinizing the votes, will, not later than forty eight hours from the conclusion of the Meeting; make a consolidated scrutinizer's report which shall be placed on the website of the Company, i.e. www.controlprint.com and on the website of CDSL. The results shall simultaneously be communicated to the Stock Exchanges.
• VIII.Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the Meeting, i.e. Friday, August 21, 2020.
• IX. Information and other instructions relating to e-voting are as under:
  • (i) The remote e-voting facility will be available during the following period:

Commencement of e-voting: From 9:00 a.m. (IST) on Tuesday, August 18, 2020. End of e-voting: Up to 5:00 p.m. (IST) on Thursday, August 20, 2020. The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by CDSL upon expiry of the aforesaid period.

• (ii) The Members who have cast their vote by remote e-voting prior to the Meeting may also attend/ participate in the Meeting through VC / OAVM but shall not be entitled to cast their vote again.
• (iii) The shareholders should log on to the e-voting website www.evotingindia.com.
• (iv) Click on "Shareholders" module.
• (v) Now Enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c. Members holding shares in Physical Form should enter Folio Number registered with the Company OR Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can login at https://www.cdslindia.com from Login-Myeasi using your login credentials. Once you successfully login to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically
• (vi) Next enter the Image Verification as displayed and Click on Login.
• (vii) 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.

(viii)If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department(Applicable for both demat shareholders as well as physical shareholders)
	Shareholders who have not updated their PAN with the Company/DepositoryParticipant are requested to use the sequence number sent by Company/RTA orcontact Company/RTA.

	For Members holding shares in Demat Form and Physical Form
Dividend BankDetails OR Date	in your demat account or in the company records in order to login.
of Birth (DOB)	•If both the details are not recorded with the depository or company please enterthe member id / folio number in the Dividend Bank details field as mentioned ininstruction (v).

• (ix) After entering these details appropriately, click on "SUBMIT" tab.
• (x) Members holding shares in physical form will then reach directly 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. ANNUAL REPORT | 2019-20 7Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded
  • (xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • (xii) Click on the EVSN of the "CONTROL PRINT LIMITED".
  • (xiii) 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.
  • (xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
  • (xv) 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.
  • (xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
  • (xvii) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
  • (xviii) If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
  • (xix) 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.
  • (xx) Note for Non Individual Shareholders and Custodians
    • l Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.
    • l A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
    • l 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.
    • l The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• l 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.
• (xxi) If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, 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 or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).
• (xxii) A ll grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh th Dalvi, Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25 Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.
• x) Instructions for Shareholders for e-voting during the Meeting are as under:
  • i. The procedure for e-voting on the day of the Meeting is same as the instructions mentioned above for remote e-voting.
  • ii. Only those Shareholders, who are present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system available during the Meeting.
  • iii. If any Votes are cast by the Shareholders through the e-voting available during the Meeting and if the same Shareholders have not participated in the Meeting through VC/OAVM facility, then the votes cast by such Shareholders shall be considered invalid as the facility of e-voting during the Meeting is available only to the Shareholders attending the Meeting.
• 13 In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the Meeting.
• 14 Share transfer documents and all correspondence relating thereto, should be addressed to the Bigshare Services st Private Limited, 1 Floor, Bharat Tin Works Building, Opp. Vasant Oasis Apartment, Makwana Road, Andheri (E), Mumbai - 400 059, Registrars and Transfer Agent of the Company.
• 15 To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified.
• 16 SEBI has mandated the submission of PAN by every participant of the securities market. Members holding shares in dematerialised form are, therefore, requested to submit their PAN to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ Bigshare Services.
• 17 During the year, amount of ` 4,68,630/- Un-claimed Dividend for the financial year 2011-12 has been deposited in the Investors Education and Protection Fund. Further, amount of Unclaimed Final Dividend for financial year 2012- 13 is due for deposit to the Investors Education and Protection Fund on September 19, 2020.

The Company also transmitted 4507 Equity Shares of the Company into the DEMAT Account of the IEPF Authority in terms of the provisions of section 124(6) of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time. These Equity Shares were the shares of such Shareholders whose unclaimed/ unpaid dividend pertaining to financial year 2011-12 had been transferred into IEPF and who have not encased their dividends for 7(Seven) subsequent financial years.

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5 available on www.iepf.gov.in

In case the Dividend has remained unclaimed in respect of financial year 2012-13 to 2019-20 the Shareholders may approach the Company with their dividend warrants for revalidation with the Letter of Undertaking for issue of duplicate dividend warrants. The Company regularly sends letters/ emails to this effect to the concerned Shareholders.

• 18 Pursuant to Section 124 of the Act, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the due date is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government. The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF authority. The due date for transferring the unclaimed/ unpaid dividend pertaining to dividend declared in financial year 2012-2013 is September 19, 2020.
• 19 As mandated by SEBI, effective April 01, 2019 except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialised mode with a depository. Accordingly, the Members of the Company were requested to open a demat account and submit physical securities to their DPs.
• 20 As per Regulation 40(7) of the Listing Regulations, read with Schedule VII to the said Regulations, for registration of transfer of shares, the transferee(s) as well as transferor(s) shall mandatorily furnish copies of their Income Tax PAN Card. Additionally, for securities market transactions and / or for off market / private transactions involving transfer of shares in physical mode for listed Companies, it shall be mandatory for the transferee(s) as well as transferor(s) to furnish copies of PAN Card to the Company/ Bigshare Services for registration of such transfer of shares. In case of transmission of shares held in physical mode, it is mandatory to furnish a copy of the PAN Card of the legal heir(s) / nominee(s). In exceptional cases, the transfer of physical shares is subject to the procedural formalities as prescribed under SEBI Circular No. SEBI/ HO/MIRSD/DOS3/CIR/P/2018/139 dated November 06, 2018.
• 21 Pursuant to Section 72 of the , Members are entitled to make a nomination in respect of shares held by them. Members desirous of making a nomination, pursuant to the Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014 are requested to send their requests in Form No. SH- 13, to Bigshare Services Private Limited. Further, Members desirous of cancelling/varying nomination pursuant to the Rule 19(9) of the Companies (Share Capital and Debentures) Rules, 2014, are requested to send their requests in Form No. SH-14, to Bigshare Services Private limited. These forms will be made available on request. Companies Act, 2013
• 22 Information of Director seeking re-appointment at the ensuing Meeting, as required under Regulation 36(3) of the Listing Regulations and SS-2 issued by the Institute of Company Secretaries of India, is annexed to the notice.
• 23 Since the Meeting will be held through VC/ OAVM, the Route Map and Attendance Slip are not annexed to this Notice.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

• 1. Shareholder will be provided with a facility to attend the Meeting through VC/OAVM through the CDSL e-voting system. Shareholders may access the same at https:// www.evotingindia.com under Shareholders/Members login by using the remote e-voting credentials. The link for VC/OAVM will be available in Shareholders/ Members login where the EVSN of the Company will be displayed.
• 1. The Members can join the Meeting through VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Meeting through VC/OAVM will be made available to at least 1000 members on first come first served basis. However the participation of large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. are not restricted on first come first served basis.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

• 1. Further Shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Members who would like to express their views or ask questions during the Meeting may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at secretarialofficer@controlprint.com Those Shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting. at least 7 days before the meeting.
• 1. The Shareholders who have not registered themselves can put the question on the chatbox available on the screen at the time of the Meeting.
• 1. Members who need technical assistance before or during the Meeting can send an email to helpdesk.evoting@cdslindia.com or call 1800225533.

By Order of the Board of Directors For Control Print Limited

Date: June 30, 2020 Reena Shah Place: Mumbai Company Secretary & Compliance Officer

Registered Office:

C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai - 400 059. CIN: L22219MH1991PLC059800

Annexure I to this Notice

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO.4

The Board of Directors based on recommendation of Nomination and Remuneration Committee, appointed Ms Shruti Jatia (DIN: 00227127) as an Additional Director (Independent Director) of the Company with effect from June 30, 2020 under Section 149, 150 and 152 of the Companies Act, 2013 and Articles of Association of the Company (Independent Director). Ms. Shruti Jatia shall hold office upto the date of forthcoming Annual General Meeting and is eligible to be appointed as an Independent Director for a term upto (5) five consecutive years, not liable to retire by rotation.

The Company has received notice under Section 160 of the Companies Act, 2013 signifying her candidature as an Independent Director of the Company. The Company has also received a declaration of independence from Ms. Shruti Jatia. In the opinion of the Board, Ms. Shruti Jatia fulfils the conditions as set out in Section 149(6) and Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') for being eligible for her appointment. Ms. Shruti Jatia is not disqualified from being appointed as a Director in terms of Section 164 of the Companies Act, 2013 and has given her consent to act as a Director.

The profile and specific areas of expertise of Ms. Shruti Jatia are provided as Annexure to this Notice.

In the opinion of the Board, Ms. Shruti Jatia is a person of integrity, possesses the relevant expertise / experience and fulfills the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director and she is independent of the management.

Given her experience, the Board considers it desirable and in the interest of the Company to have Ms. Shruti Jatia on the Board of the Company and accordingly the Board recommends the appointment of Ms. Shruti Jatia as an Independent Director as proposed in the resolution set out at Item No. 4 for approval by the members.

T he terms and conditions of appointment of the Independent Director shall be available for inspection in electronic mode during business hours on all days except Saturdays, Sundays and public holidays upto the date of the AGM.

Except for Ms. Shruti Jatia and/or her relatives, no other Director, Key Managerial Personnel or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

ITEM NO. 5

The Board of Directors of the Company at the meeting held on June 30, 2020, on the recommendation of the Audit Committee, have approved the appointment and remuneration of M/s Paresh Jaysih Sampat, Cost Accountants (Firm Registration No. 102421), as the Cost Auditors, to conduct audit of Cost Records maintained by the Company for the financial year 2020-21. In terms of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, remuneration payable to cost auditors has to be ratified by shareholders of the company.

None of the Directors or Key Managerial Personnel of the Company or their relatives is, in any way concerned or interested, in the said resolution.

The Board recommends the resolution as set out in the Item No. 5 of accompanying notice for the approval of members of the Company as an Ordinary Resolution.

By Order of the Board of Directors For Control Print Limited

Registered Office:

C-106, Hind Saurashtra Industrial Estate, Andheri-Kurla Road, Marol Naka, Andheri (East), Mumbai - 400 059. CIN: L22219MH1991PLC059800

Date: June 30, 2020 Reena Shah Place: Mumbai Company Secretary & Compliance Officer

Annexure II to the Notice

Details of the Directors seeking appointment /re-appointment at the forthcoming Annual General Meeting

[Pursuant to Regulation 26(4) and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 1.2.5 of the Secretarial Standard-2

Sr.No.	Name of the Director	Mr. Basant Kabra	Ms. Shruti Jatia
1.	Director Identification Number	00176807	00227127
2.	Date of Birth/Age	January 12, 1946 (74 years)	December 29, 1971 (49 years)
3.	Nationality	Indian	Indian
4.	Date of Appointment on theBoard	January 14, 1991	June 30, 2020
5.	Qualifications	Chemical Engineer	Bachelor of Commerce and PostGraduate Diploma Holder inBusiness Management
6.	Experience and Expertise inspecific functional area	Over four decades of experience inoverall management of the Company.	2 decades of experience inmanaging finance, accounts, andhuman resource development
7.	No. of Equity Shares held in theCompany as on March 31, 2020	7,05,879	Nil
8.	Directorship held in other publiccompanies (excluding foreigncompanies and Section 8companies)	Nil	1) Hercules Hoists Limited2) Accent Industries Limited
9.	Chairmanships/ Membershipsof committees of the othercompanies	Nil	01
10.	Relationships, if any betweenDirectors inter-se	Father of Mr. Shiva Kabra, JointManaging Director and Ms.Ritu Joshi,Director of the Company.	There is no relationship inter-sebetween Ms Shruti Jatia, othermembers of the Board and KeyManagerial Personnel of theCompany.