Crown Lifters Limited — Proxy Solicitation & Information Statement 2021

Sep 11, 2021

Date: 11^th September, 2021

To

The Deputy Manager, Department of Corporate Services, National Stock Exchange India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai, Maharashtra 400051

Dear Sir/Madam,

COMPANY SYMBOL - CROWN ISIN: INE491V01019

SUB: SUBMISSION OF NOTICE OF EXTRA ORDINARY GENERAL MEETING

This is to inform you that the Board of Directors of the company in its meeting held on Wednesday, September 8, 2021 at the Registered Office of the company situated at 104, Raheja Plaza Premises Co-Op Soc. Ltd., Shah Industrial Estate, Veera Desai Rd, Andheri(W) Mumbai- 400053, Maharashtra has approved:

1) To increase authorized share capital from Rs. 2,20,00,000 consisting of 22,00,000 Equity shares of Rs. 10 each to Rs. 10,50,00,000 consisting of 1,05,00,000 equity shares of Rs. 10 each.

2) Issue of Bonus Equity Shares in the proportion of 4 (Four) new fully paid up equity share of Rs. 10/- each for 1 (One) existing fully paid up equity shares of Rs. 10/- each held by members of the company as on record date, subject to approval of the members at the Extra Ordinary General Meeting.

Accordingly the company herewith submits notice of Extra Ordinary General Meeting to be held on Tuesday, 5^th October, 2021. The notice of Extra Ordinary General Meeting along with voting instructions is enclosed herewith.

You are requested to take the same on your record.

Thanking you,

FOR, CROWN LIFTERS LIMITED

NIZAR N. RAJWANI DIRECTOR DIN: 03312143

CROWN LIFTERS LIMITED

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that an Extra-Ordinary General Meeting of the members of CROWN LIFTERS LIMITED (CIN: L74210MH2002PLC138439) will be held on Tuesday, 5^th October, 2021 at 5.30 p.m. at Raheja Plaza Premises Co-Op Soc. Ltd., Shah Industrial Estate, Veera Desai Rd, Andheri(W) Mumbai - 400053, Maharashtra, to transact the following business:

SPECIAL BUSINESS:

1. To increase the Authorized Share Capital of the company and amend the Capital Clause in the Memorandum of Association of the company.

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

"RESOLVED THAT pursuant to provisions of Section 61 and 64 and any other applicable provisions, if any, of the Companies Act, 2013, including rules notified thereunder, as may be amended from time to time (including any statutory modification or re-enactment thereof for the time being in force); the consent of the members of the company be and is hereby accorded, to increase Authorized Share Capital of the company from Rs. 2,20,00,000 (Rupees Two Crore Twenty Lakh Only) divided into 22,00,000 (Twenty Two Lakh) equity shares of Rs. 10/- each to Rs. 10,50,00,000 (Rupees Ten Crore Fifty Lakh Only) divided into 1,05,00,000 (One Crore Five Lakh) equity shares of Rs. 10/- each."

"RESOLVED FURTHET THAT pursuant to provisions of Section 13, 61 and 64 and any other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) and rules framed thereunder; the consent of the members of the company be and is hereby accorded, for substituting Clause V of the Memorandum of Association of the company with the following clause:

V. The Authorised Share Capital of the company is Rs. 10,50,00,000 (Rupees Ten Crore Fifty Lakh Only) divided into 1,05,00,000 (One Crore Five Lakh) equity shares of Rs. 10/- (Rupees Ten Only) each."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deed and things including delegating powers to officers and/ or employees of the company, as they may in their absolute discretion deem necessary or expedient in respect of matters and things incidental or related thereto and to settle any question or doubt, to give effect to the aforesaid resolution."

CROWN LIFTERS LIMITED

2. To consider and approve issue of Bonus Equity Shares:

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

"RESOLVED THAT pursuant to Section 63 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, read with rule 14 of the Companies (Share Capital & Debentures) Rules, 2014(including and statutory modification(s) or re-enactment thereof for the time being in force), the relevant provisions of Memorandum & the Articles of Association of the Company and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("the Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") (as amended from time to time) and subject to provisions of any other laws/ Regulation(s) and consents and approvals as may be required from the appropriate authorities and subject to such terms and modifications as may be specified while according such approvals, the consent of the members be and hereby accorded to the Board of Directors of the Company ("the Board or the Board of Directors" which term shall be deemed to include any Committee/official authorized to exercise powers) to capitalize a sum not exceeding Rs. 8,32,80,000/- out of the Company's free reserves/share premium account or other permissible accounts of the company in full or in part as may be deemed fit, as per the audited accounts of the Company for the Financial year ended 31^st March, 2021 and that the said amount be utilised/transferred to the Share Capital Account and be applied for issue and allotment of equity shares not exceeding 83,28,000 equity shares of Rs. 10/- each as bonus shares credited as fully paid up, to the eligible members of the Company holding fully paid equity shares of Rs. 10/- each whose names appear in the Register of Members/ Beneficial Owners' position of the Company on the Record date in the proportion of 4 (Four) new fully paid up equity share of Rs. 10/- each for 1 (One) existing fully paid up equity shares of Rs. 10/- each held by the said member and that the new bonus shares so issued and allotted shall be treated for all purposes as an increase of the nominal amount of the equity share capital of the company held by each such member and not as income or in lieu of dividend."

"RESOLVED FURTHER THAT the Bonus Shares so allotted shall rank pari-passu in all respects with the existing fully paid up equity shares of the company with a right to participate in dividend, if any, to be declared after the date of allotment of these bonus shares."

"RESOLVED FURTHER THAT no allotment letter shall be issued to the allottees of the bonus shares and that members who hold shares or opt to receive the shares in dematerialized form, the bonus equity shares shall be credited to the respective beneficiary accounts of the members with their respective Depository Participant(s), within such time as prescribed by law and the relevant authorities."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for listing of the bonus shares so allotted on the Stock Exchanges where the securities of the Company are listed as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and other applicable laws and regulations."

CROWN LIFTERS LIMITED

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or other designated officers of the Company as decided by the Board be and is hereby authorized jointly and/or severally to do all such acts, deeds, matters and things as may in its absolute discretion, deem necessary, expedient including settling any question, doubt or difficulties that may arise in this regard at any stage and to accept on behalf of the company any conditions, modifications, alterations, changes, variations in this regard as prescribed by any authority(ies) without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that they shall be deemed to have given their approval thereto and for matters connected herewith or incidental hereto expressly by the authority of this resolution."

NOTES:

• 1. An Explanatory Statement pursuant to Section 102 (1) of the Companies Act, 2013 (hereinafter referred to as the "Act"), in respect of businesses to be transacted at the Extra Ordinary General Meeting (hereinafter referred to as "EGM"), as set out under Item No(s). 1 and 2 above as required under Secretarial Standards - 2 on General Meetings issued by the Institute of Company Secretaries of India, is annexed thereto.
• 1. The members of the company holding equity shares of the company as on Wednesday, 20^th October. 2021 (Record date (RD) for entitlement of Bonus equity shares), shall be eligible for receiving notice of Extra Ordinary General Meeting (EGM) at the email addresses as registered with the Depository Participant(s)/ Company.
• 1. PURSUANT TO SECTION 105 OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 19TH ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND, ON A POLL, VOTE INSTEAD OF HIMSELF/HERSELF, SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding 50 [fifty] and holding in aggregate not more than ten (10) per cent of the total share capital of the Company. In case proxies proposed to be appointed by a Member holding more than ten (10) percent of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any such other person or shareholder.

The instrument of Proxy 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 i.e. by 4.00 p.m. on Saturday, October 2, 2021. A Proxy form is sent herewith. Proxy form submitted on behalf of the Companies, Societies, etc. must be supported by an appropriate resolution / authority, as applicable.

1. Relevant documents referred to in the accompanying notice are open for inspection by the members at the registered office of the company on all working days during office hours.

CROWN LIFTERS LIMITED

• 1. Every shareholder entitled to vote at a meeting of the company or any resolution to be moved thereat, shall be entitled during the period beginning twenty-four hours prior the time fixed for the commencement of meeting and ending with the conclusion of the meeting, to inspect the proxies lodged at any time during the business hours of the Company, provided that the notice regarding the same should be submitted in writing three days before the meeting date, mentioning the intention to inspect the proxies of the Company.
• 1. Members are requested to contact Registrar and Transfer Agent (RTA) namely Bigshare Services Private Limited. 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri (E), Mumbai-400059, Maharashtra, India for recording any change of address, bank mandate, ECS or nominations, for updation of email address and for redressal of complaints contact the Compliance Officer at the Registered Office of the company.
• 1. Members are requested to bring their client ID and DP ID numbers for easy identification of attendance at the meeting.
• 1. Members / Proxies are requested to bring with them the attendance slip duly filled in and hand it over at the entrance.
• 1. Shareholders are informed that voting shall be done by the means of polling paper. The company will make the arrangements of polling papers in this regard at the meeting's venue.
• 1. The Board of Directors of the company has appointed Mr. Ronak D Doshi, Proprietor of M/s. Ronak Doshi & Associates, Practicing Company Secretary, Ahmedabad as Scrutinizer, for conducting the poll paper voting process in a fair and transparent manner.
• 1. The resolution will be taken as passed effectively on the date of announcement of the result by the chairman of the company, if the result of the poll paper voting indicates that the requisite majority of the Shareholders had assented to the resolution.
• 1. The Scrutinizer shall after the completion of the voting, count the votes cast in favour or against and mention them in his report to the chairman or a person authorized by him in writing who shall countersign the same and declare the result of voting forthwith. After declaration, the voting result will be declared on the Company's website: www.crownlifters.com besides communicating the same to CDSL and Bigshare Services Private Limited, Registrar and Share Transfer Agents on the said date and also to National Stock Exchange, SME Emerge Platform where the shares of the Company are listed.
• 1. Shareholders may note that the notice of the meeting has been placed on the Company's website: www.crownlifters.com.

CROWN LIFTERS LIMITED

• 1. In case of joint holding, the Voting Poll Paper Form must be completed and signed (as per the specimen signature registered with the Company) by the first named shareholder and in his/her absence, by the next named shareholder.
• 1. Unsigned or incomplete and improperly or incorrectly ticked Voting Poll Papers shall be rejected.
• 1. The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members are therefore requested to submit their PAN to their Depository Participants $(DP)$ .
• 1. All the Shareholders of the company are holding Shares in Demat mode, and none of the Shareholders are having Shares in Physical Mode.
• 1. The route map showing the direction to reach the venue of Extra Ordinary General Meeting is annexed.

FOR, CROWN LIFTERS LIMITED

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NIZAR N. RAJWANI DIRECTOR DIN: 03312143

CROWN LIFTERS LIMITED

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

ITEM NO.: 1

At present the Authorized Share Capital of the Company is 2,20,00,000 (Rupees Two Crore Twenty Lakh Only) divided into 22,00,000 (Twenty Two Lakh) equity shares of Rs. 10/- each out of which paid up share capital of the Company is Rs. 2,08,20,000 (Rupees Two Crore Eight Lakh Twenty Thousand Only) divided into 20,82,000 (Twenty Lakh Eighty Two) equity shares of Rs. 10/- each.

The Board of Directors of the Company in its meeting held on Wednesday, 8^th September, 2021 have recommended the issuance of bonus shares in the ratio of 4:1 [i.e. 4 (Four) fully paid up equity shares for every 1 (One) equity shares held.] If, the resolution for issuance of bonus shares as recommended by the Board; shall be approved by the members of the Company then additional 83,28,000 paid up equity shares shall be allotted to the members post completion of process of bonus issue. So, the total paid up share capital post bonus issue shall be Rs. 10,41,00,000/- which shall exceed the present Authorised Share Capital of the Company. So, in view of the proposed issuance of bonus shares, the present Authorised Share Capital of the Company need to be increased from Rs. 2,20,00,000 to Rs. 10,50,00,000. Further, in view of increasing the Authorized Share Capital as aforesaid would require to amend Clause V of the existing capital Clause in the Memorandum of Association of the Company.

As per the provisions of Sections 13 & 61 of the Companies Act, 2013, approval of the shareholders of the Company is required to be accorded for increasing the Authorized Share Capital of the Company and consequential alteration in the Memorandum of Association of the Company and by way of passing an Ordinary Resolution.

Accordingly, the Directors recommend the matter and the resolution set out under Item no. 1 for the approval of the Members by way of passing an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the aforesaid resolution

ITEM NO.:2

The present Authorized Share Capital of the Company is Rs. 2,20,00,000, Paid-up share capital is Rs. 2,08,20,000/and the Reserves as per the audited accounts as on 31^st March, 2021 is Rs 16,69,29,029. The Board of Directors at their meeting held on 8^thSeptember, 2021 have recommended the issue of bonus shares in the proportion of 4 (Four) new equity share of Rs. 10/- (Rupees Ten) each fully paid-up for every 1 (one) existing equity share of Rs. 10/- (Rupees Ten only) each of the Company held by the members on a date (Record Date i.e. 20^th October, 2021) as fixed by the Board / Committee of the Board by capitalization of a sum of Rs. 8,32,80,000/- (Rupees Eight Crore Thirty Two Lakh Eighty Thousand only) from the Free Reserves / Securities Premium Account or such other reserves accounts, as may be decided by the Board of Directors of the Company. The same is proposed to be utilized in full by issuing at par 83,28,000 new fully paid-up equity shares of Rs. 10/-each as bonus shares. The proposed issue of bonus shares will be made in accordance with the provisions of Companies Act, 2013 and

CROWN LIFTERS LIMITED

guidelines issued by the Securities Exchange Board of India from time to time and subject to such approvals, if required, from the statutory authorities. Further, it is necessary to authorize the Board of Directors / Committee of the Board to complete all the regulatory formalities prescribed by SEBI, Stock Exchanges on which the shares of the Company are listed and / or any other regulatory or statutory authority in connection with the issue of bonus shares. The Directors, the Chief Financial Officer and Company Secretary, being the Key Managerial Personnel of the Company and their relatives are deemed to be concerned or interested in the resolution at Item No. 2 only to the extent of shares held, if any, by them in the Company. The proposed resolution does not relate to or affect any other company. Your approval is sought by voting through poll, as the case may be pursuant to the provisions of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 for passing the resolution under Item No.2 as set out in this Notice.

FOR, CROWNLIFTERS LIMITED

NIZAR N. RAJWANI DIRECTOR DIN: 03312143

CROWN LIFTERS LIMITED