Dangee Dums Limited — Proxy Solicitation & Information Statement 2020

Aug 18, 2020

DANGEE DUMS

-E

t

Date: August 18,2020

To, National Stock Exchange of lndia ltd. Exchange Plaza, Bandra - Kurla Complex, Bandra (East), Mumbai400 051 Scrip Code: DANGEE - EQ (NSE - SMEI

Subiect: lntimation under Regulation 30 of SEBI ([isting Obligations and Disclosure Requirementsl Resulations. 2015 ('SEBI LODR Reculations"l

Dear Sir/ Ma'am,

pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements )Regulations, 2015 ('SEBI LODR Regulations") , please find enclosed herewith Postal Ballot notice which is being sent to the members, seeking approval of members by way of Special Resolution for:

1. Migration of Listing/Trading of Equity shares of the Company from NSE SME platform i.e. (EMERGE) to Main Board of NSE (Capital Segment).

you are requested to take the above information on your record & acknowledge the same.

Thanking You,

For

DANGEE DUMS LIMITED

(Formerly Known aa Aromen HosPltallty Pvt Ltd) Registered Address : 4/A, Ketan Society, Nr Sardar Patel Colony, Naranpura, Ahmedabad - 380014 www.dangeedums.com | 079-2768 1B7B / 98980 88ti85 I cs@dangeedums.com I CIN Number : 155101GJ2010P1c061983

DANGEE DUMS LIMITED (CIN: L55101GJ2010PLC061983)

Regd. Off.: 4/A, KETAN SOCIETY NR. SARDAR PATEL COLONY, NARANPURA AHMEDABAD 380014 Phone No. +91 9512500570 Email: cs@dangeedums.com Website : www.dangeedums.com

POSTAL BALLOT NOTICE

(Pursuant to Section 110 and other applicable provisions of the Companies Act, 2013 (the "Act"), read with the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given to the members of DANGEE DUMS LIMITED ("the Company') pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014, (the "Rules"), including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force and further pursuant to applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with General Circular No. 14/2020 dated 8th April, 2020 and General Circular No. 17/2020 dated 13th April, 2020 issued by the Ministry of Corporate Affairs and Circular No. 20/2020 dated May 5, 2020 and also Securities Exchange Board of India, vide its circular No. SEBI/HOJCFDJCMD1JCIR/P/2020n9 dated May 12, 2020 ("Circular"), for seeking the approval of the Members of the Company by way of Special Resolution for the businesses set out hereunder through Postal Ballot through remote evoting ("Postal Ballot/ E-Voting"').

Hence, in compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting system only.

The Explanatory Statement pertaining to the said resolution setting out the material facts and the reasons for proposing the same is annexed for your consideration and approval. The Board of Directors of the Company has appointed Mr. Devesh Khandelwal (Membership No. FCS: 6897, COP: 4202), Proprietor of Khandelwal Devesh & Associates., Company Secretaries, having their office at 905, Sakar V, B/h Natraj Cinema, Ashram Road, Ahmedabad-380009, Gujarat as the Scrutinizer, for conducting the postal ballot/evoting process in a fair and transparent manner and Central Depository Services (India) Limited (CDSL) to provide e-voting facility for the postal ballot. Members should note that in terms of the General Circulars issued by Ministry of Corporate Affairs (MCA), no physical ballot form is being dispatched by the Company and the Members can cast their vote using remote e-voting facility only. In accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is providing e-voting facility to its members, details of which are given in notes forming part of the notice. Reference to postal ballot(s) in this notice includes voting through electronic means. The Scrutinizer will submit his Report, in writing, upon completion of scrutiny of E-Voting data provided by CDSL, in a fair and transparent manner. The result on the resolution proposed to be passed through Postal Ballot/E-Voting shall be announced on or before September 18, 2020 by 5:00 p.m. at the registered office of the Company. The results along with the scrutinizer's report will be displayed on the Company's website under Investor Desk and will be communicated to stock exchange, National Stock Exchange of India Limited (NSE) where Equity Shares of the Company are listed.

The resolution for the purpose as stated herein below is proposed to be passed by Postal Ballot/evoting:

SPECIAL BUSINESS:

ITEM-1: - MIGRATION OF LISTING/ TRADING OF EQUITY SHARES OF THE COMPANY FROM NSE SME PLATFORM I.E. (EMERGE) TO MAIN BOARD OF NSE (CAPITAL SEGMENT).

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

"RESOLVED THAT pursuant to provisions laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation, 2018 and Regulation 277 of SEBI (ICDR) Regulations 2018 and other applicable provisions, if any, of the Companies Act 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, the Listing Agreement entered into by the Company with National Stock Exchange of India Limited (NSE) applicable to small and medium enterprise and subject to the applicable Laws and by-laws and rules and regulations of NSE and subject to the approval of any statutory authorities, if any, the consent of the members of the Company be and is hereby accorded to Board of Directors of the Company for migration of 1,02,65,000 number of

Regd Office:

4/A, Ketan Society Nr. Sardar Patel Colony, Naranpura, Ahmedabad 380014

Date: 11/08/2020 Place: Ahmedabad

Notes:

• 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto.
• 1. Members should note that in terms of the General Circulars, no physical ballot form is being

Equity shares of the Company having a face value of Rs.10/- Per share which are currently listed on National Stock Exchange Emerge Platform to the main board of NSE and upon the migration the said equity shares be get listed and traded on the capital segment (main board) of NSE."

"FURTHER RESOLVED THAT Nikul Jagdishchandra Patel, Managing Director (DIN-01339858) of the Company be and is hereby authorized to do all such things, acts, deeds and matters as may be considered necessary, usual, proper or expedient to give effect to the above resolution, including but not limited to incorporation of amendment / suggestion / observation made by the Registrar of Companies, Gujarat, Stock Exchange, SEBI, Superintendent of Stamps, or any other authority, to the extent applicable, without being required to seek any further consent or approval of the Members of the Company or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution."

For, Dangee Dums Limited

Nikul Jagdishchandra Patel Managing Director (DIN: - 01339858)

dispatched by the Company and the Members can cast their vote using remote e-voting facility only.

1. The Company is pleased to provide voting by electronic means ('E-voting') to the Members, to enable them to cast their votes electronically on the proposed resolution. The Company has engaged the services of CDSL to provide E-voting facility to its Members. Detailed instructions on Evoting are given as under.

• 1. The Postal Ballot Notice is being sent to all the Members, whose names are appearing in the Register of Members/ Statements of Beneficial Ownership maintained by the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited as on the close of working hours on Friday, August 14, 2020 ('cutoff date'). Voting rights will be reckoned on the paid-up value of equity shares registered in the name of the Members as on the cut-off date.
• 1. This Notice is being sent by electronic mode to those Members, whose e-mail addresses are registered with the Bank/ Depositories, unless any Member has registered for a physical copy of the same. For Members who have not registered their e-mail addresses. Members may note that this Notice along with the Postal Ballot Form is available on the Company's website: www.dangeedums.com. In case any Member wishes to receive a hard copy of the Postal Ballot Form, he/she may write to the Company Secretary at cs@dangeedums.com .
  • 1. The voting period for Postal Ballot and E-voting shall commence from Wednesday, August 19, 2020 at 9.00 a.m. IST and end on Thursday, September 17, 2020 at 5.00 p.m. IST. Votes received by way of E-voting beyond 5.00 p.m. on Thursday, September 17, 2020 at 5.00 p.m. shall be considered invalid.
  • 1. The Board of Directors has appointed Mr. Devesh Khandelwal (Membership No. FCS: 6897, COP: 4202), Proprietor of Khandelwal Devesh & Associates., Company Secretaries as the Scrutinizer to scrutinize the Postal Ballot and Evoting process in a fair and transparent manner.
  • 1. Upon completion of the scrutiny of the Postal Ballot Forms and the votes cast through Evoting, the Scrutinizer will submit his report to the Chairperson/Company Secretary. The combined result would be announced by the Company on or before Friday, September 18, 2020. The Results declared along with the Scrutinizer's Report(s) will be available on the website of the Company www.dangeedums.com and on CDSL and communication of the same will be sent to National Stock Exchange of India Limited within the prescribed time.
  • 1. Any query in relation to the said Special Resolution may be sent to cs@dangeedums.com.
• 1. The Company has entered into an arrangement with Central Depository Services (India) Limited (CDSL) for facilitating e-voting. The instructions for members for voting electronically are as under:
  • a) The voting period begins on Wednesday, August 19, 2020, at 9.00 A.M. (IST) and ends on Thursday, September 17, 2020, at 5.00 P.M. (IST). During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. on Friday, August 14, 2020, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
  • b) The shareholders should log on to the evoting website www.evotingindia.com .
  • c) Click on Shareholders.
  • d) 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.
  • e) Next enter the Image Verification as displayed and Click on Login.
  • f) 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.
  • g) If you are a first-time user follow the steps given below:

	For Members holding shares in DematForm and Physical Form
PAN	Enter your 10-digit alpha-numeric PANissued by Income Tax Department(Applicableforbothdematshareholdersaswellasphysicalshareholders)• Members who have not updatedtheirPANwiththeCompany/DepositoryParticipantarerequested to use the sequence numberwhich is printed on Attendance Slipindicated in the PAN field.

Bank Details OR Date ofDate of Birth (in dd/mm/yyyy format)as recorded in your demat account orBirth (DOB)in the company records in order toDividendlogin.• If both the details are not recordedwith the depository or company pleaseenter the member OR id/ folio numberin the Dividend Bank details field asmentioned in instruction (d).
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• h) After entering these details appropriately, click on "SUBMIT" tab.

• i) 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.

• j) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• k) Click on the EVSN for "Dangee Dums Limited".

• l) 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.

• m) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

• n) 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.

• o) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• p) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

• q) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• r) Shareholders can also cast their vote using CDSL's mobile app ""m-Voting" available for all mobile users. The m-Voting app is available on Apple, Android, and Windows based Mobile phones. Shareholders may login to "m-Voting" using their e-voting credentials to vote for the company resolution(s).

• s) 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.evotingindia.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, 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.evoting@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.

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

ANNEXURE TO NOTICE

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

ITEM-1

As the members of the Company are aware that the equity shares of the Company are listed on SME platform of NSE i.e NSE EMERGE w.e.f. 03rd September, 2018. The Company made an IPO on NSE EMERGE and raised an amount of Rs. 20,06,88,000/- (Rupees Twenty Crore Six Lakh Eighty Eight Thousand Only) which has been deployed on the objects. The Company has been performing consistently and has increased its business operations year by year. The listing of equity share of the Company enhanced transparency in the functioning and the Company has been benefited. Over the period the Company gained a good experience of compliances, Board procedures, Corporate governance practices on account of SME listing and the company is geared up for moving on to the main board of NSE.

In terms of present rules/regulations, the Equity Shares listed on SME Platform can be migrated to Main Board of Exchange after an initial period of 2 years from the date of listing and the Company having paid up capital of more than Rs. 10 Crore but upto Rs. 25 Crore. Your company will complete its two year on 03rd September, 2020 and the Company is having paid up capital of more than Rs. 10 Crore but upto Rs. 25 Crore, hence eligible to migrate on to the Main Board of NSE as per the guidelines specified by SEBI under Chapter IX of SEBI (ICDR) Regulations, 2018 and as per the procedures laid down by NSE. Also, listing on the Main Board of NSE Limited will take the Company into a different league altogether with

Regd Office:

4/A, Ketan Society Nr. Sardar Patel Colony, Naranpura, Ahmedabad 380014

Date: 11/08/2020 Place: Ahmedabad enhanced recognition and increased participation by retail investors. The benefits of listing on Main Board in the form of Market Capitalisation, enhanced liquidity, larger participation, visibility etc. will accrue to the Shareholders of the Company.

The members are, therefore, requested to accord their approval for migration of the Company's i.e. 1,02,65,000 Equity Shares of the Company from NSE EMERGE Platform of National Stock Exchange of India Limited to Main Board of National Stock Exchange of India Limited as set out in the resolution.

Pursuant to Proviso to Regulation 277 of Chapter IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the proposed resolution shall be acted upon if the votes cast by public Shareholders in favour of the proposal, amount to at least 2 times the number of votes cast by the public Shareholders against the proposal. It is in the interest of all the shareholders including public shareholders to migrate the Equity Shares of the Company on the Main Board of NSE and hence management recommends the passing of said resolution and seeks your approval.

Pursuant to Section 102 of the Companies Act, 2013, The Board of Directors of the Company do hereby confirm that none of its Director or Key Managerial Personnel and their immediate relatives is concerned or interested, financially or otherwise, except to their shareholding, in the aforesaid resolution except their shareholding in the Company.

For, Dangee Dums Limited

Nikul Jagdishchandra Patel Managing Director (DIN: - 01339858)