Dangee Dums Limited — Proxy Solicitation & Information Statement 2020

Mar 13, 2020

Date: 13/03/2020

To,

The Secretary, National Stock Exchange of India Limited, Exchange Plaza, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra, Mumbai - 400 051 (East) DAaANGEE DUMS

Sub: Submission of Notice of Extra Ordinary General Meeting.

Dear Sir,

With reference to the above captioned subject, we hereby submit a copy of the Notice of Extra Ordinary General Meeting of the Company to be held on Monday, 06" April, 2020 at 04.00 P.M. at the registered office of the Company situated at 4/A, Ketan Society, Nr. Sardar Patel Colony, Naranpura, Ahmedabad, Gujarat - 380014, India

You are requested to take the same on your record.

Thanking you,

Yours faithfully, For, DANGEE DUMS LIMITE!

GF

(Shyamsunder Panchal) Company Secretary & Compliance Officer

Encl : as above

DANGEE DUMS LIMITED

(Formerly Known as Aromen Hospitality Pvt Ltd) Registered Address : 4/A, Ketan Society, Nr Sardar Patel Colony, Naranpura, Ahmedabad - 380014 www.dangeedums.com | 079-2768 1878 / 98980 88885 | cs@dangeedums.com | CIN Number : L55101GJ2010PLC061983

NOTICE

Notice is hereby given that an Extraordinary General Meeting of the Members of Dangee Dums Limited will be held on Monday 06 th April, 2020 at 04.00 P.M. at the Registered Office of the Company at 4/A, Ketan Society, Nr. Sardar Patel Colony, Naranpura, Ahmedabad, Gujarat 380014, India to transact the following business:-

SPECIAL BUSINESS:-

1. Issue of Warrants, Convertible Into Equity Shares On Preferential Basis:

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 Section 62(1)(c) read with Section 42, 23 and all other applicable provisions,if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (hereinafter referred to as "the Act") and in accordance with the relevant provisions of the Memorandum and Articles of Association of the Company, and in accordance with the provisions on preferential issue as contained in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, [hereinafter referred to as "SEBI (ICDR) Regulations"], SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [hereinafter referred to as "SEBI (LODR) Regulations"] (including any statutory modification(s) or re-enactment(s) thereof from time to time), and in accordance with all other applicable rules, regulations, guidelines and clarifications issued thereon from time to time by The Securities and Exchange Board of India ("SEBI"), Government of India ("GOI") or any other statutory/regulatory authorities and subject to all such approvals, permissions, consents and sanctions of any authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions, consents or sanctions, the consent of the Company be and ishereby accorded to the Board (which term shall deem to include any committee which the Board may have constituted or hereinafter constitute to exercise one or more its power, including the powers conferred hereunder) to create, offer, issue and allot, on preferential basis, in one or more tranches, upto 3,75,000 (Three Lacs Seventy Five Thousand) Equity warrants convertible into one equity share each, to the non-promoter group (hereinafter referred to as the "Proposed Allottees / Warrant holder") as more particularly mentioned in the explanatory statement setting out material facts, entitling the warrant holder to apply for and get allotted one equity share of face value of Rs.10/- each fully paid-up against each warrant within 18 (Eighteen) months from the date of allotment of warrants and out of these warrants upto 1,87,500 (One Lacs Eighty Seven Thousand Five Hundred) at price of Rs.138/- (Rupees One hundred and Thirty Eight Only) each amounting to Rs. 10/- (Rupees Ten Only) each towards face value and Rs. 128 (One Hundred and Twenty Eight Only) towards security premium and for another issue of Equity Warrants upto 1,87,500 (One Lacs Eighty Seven Thousand Five Hundred) at a price - higher of a) Rs.138/- (Rupees One hundred and Thirty Eight Only) each or b) average of weekly closing high and low for the preceding 6 months from the 17 th month anniversary of the allotment date, as may be arrived at in accordance with SEBI(ICDR) Regulations and SEBI Takeover Regulations or other applicable laws amounting to Rs. 10/- (Rupees Ten Only) each towards face value and difference value towards security premium and on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the Members.

RESOLVED FURTHER THAT the "Relevant Date" in accordance with SEBI (ICDR) Regulations would be 06 th March, 2020 as 07 th March, 2020 isthe date 30 days prior to the date of this Extra Ordinary General Meeting isweekend day and hence 06 th March, 2020 being the day preceding the weekend day, shall be considered as the Relevant Date for the purpose of above mentioned issue of Equity Warrants convertible into Equity Shares.

RESOLVED FURTHER THAT the offer, issue and allotment of the aforesaid Warrants to the Proposed Allottees and the Equity Shares resulting from the exercise of the entitlement of the said Warrants, shall be subject to applicable guidelines, notifications, rules and regulations and on the terms and conditions given herein below:

• a) The proposed Equity Warrants shall be issued and allotted by the Company to Proposed Allottee within a period of Fifteen (15) days from the date of passing of this resolution provided that where the issue and allotment of the proposed Equity Warrants is pending on account of pendency of any approval for such issue and allotment by any regulatory authority or the Central Government, the issue and allotment shall be completed within a period of Fifteen (15) days from the date receipt of last of such approvals;
• b) Each Equity Warrant is convertible into One (1)Equity Share and the conversion can be exercised by warrant holder(s) at any time during the period of Eighteen (18) months from the date of allotment of Equity Warrants, in one or more tranches, as the case may be and on such other terms and conditions as applicable;
• c) The Equity Warrants proposed to be issued shall be subject to appropriate adjustment, if during the interim period, theCompany makes any issue of equity shares by way of capitalisation of profits or reserves, upon demerger / realignment, rights issue or undertakes consolidation / sub division / re-classification of equity shares or such other similar events or circumstances requiring adjustments as permitted under SEBI (ICDR) Regulations and all otherapplicable regulations from time to time;
• d) The warrant holder(s) shall be entitled to exercise the option of exercising any or all of the Equity Warrants in one or more tranches by way of a written notice which shall be given to the Company, specifying the number ofEquity Warrants proposed to exercise along with the aggregate amount payable thereon, prior to or at the time of conversion. The Company shall accordingly, without any furtherapproval from the Members of the Company, issue and allot the corresponding number of Equity Shares and perform such actions as required to credit the Equity Shares to the depository account and entering the name of allottee in the records of the Company as the registered owner of such Equity Shares;
• e) An amount equivalent to at least 25% (Twenty Five Percent) ofthe consideration shall be paid by the proposed allottees on or before the date of allotment of warrants and the balance consideration i.e. 75% (Seventy Five Percent)shall be paid at the time of allotment of equity shares pursuant to exercise of option of conversion against each such warrant;
• f) The Equity Shares to be so allotted on exercise of Equity Warrants shall be in dematerialised form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari-passu in all respects including dividend, with the existing equity shares of the Company;
• g) In the event the warrant holder(s) does not exercise the Equity Warrants within Eighteen (18) months from the date of allotment ofthe Equity Warrants, then such Equity Warrants shall lapse and the amountpaid shall stand forfeited by the Company;
• h) The Equity Shares arising from the exercise of the Equity Warrants will be listed on Stock Exchanges where the equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals as the case may be and shall interalia be governed by the regulations and guidelines issued by SEBI or any other statutory authority;
• i) The Equity shares issued and allotted on conversion thereof shall be subject to lock-in for such period as prescribed under the SEBI (ICDR) Regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorised to decide and approve other terms and conditions of the issue of the Warrants and/orequity shares and shall also be entitled to vary, modify or alter any of the terms and conditions, as it may deem fit, subject however to the compliance with the applicable guidelines, notifications, rules and regulations.

RESOLVED FURTHER THAT the Board be and is hereby authorised to accept the terms, conditions, modifications and stipulations as the GOI, SEBI or Stock Exchanges or any other regulatory authority may stipulate while granting approval to the Company for issue of the Warrants and/or equity shares as aforesaid.

RESOLVED FURTHER THAT the Board ishereby authorised to take necessary steps for listing of the equity shares allotted upon conversion of Warrants on Stock Exchanges, where the Company's

shares are listed, as per the terms and conditions of the Listing Agreement, and in accordance with such other guidelines, rules and regulations as may be applicable with regard to such listing.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to take such steps and to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, deem necessary, expedient, usual, proper, incidental or desirable and to settle any question, difficulties or doubts that may arise in this regard and in regard to the issue, allotment of the Warrants and/orequity shares and utilization of the issue proceeds, to prescribe the forms of applications, enter and execute all such deeds, documents, agreements or other instruments, and to take such actions/directions as they may consider as being necessary or desirable and to obtain any approval, permissions, sanctions which may be necessary or desirable as they may deem fit, without being required to seek any further consent or approval of the shareholders.

RESOLVED FURTHER THAT The Board be and is hereby authorised to delegate all or any of the powers herein conferred by this resolution to any Director(s) or to any Committee of Directors or employee or officer of the Company, as it may consider appropriate, to give effect to the aforesaid resolution."

By the order of the Board For, DANGEE DUMS LIMITED

Shyamsunder Panchal Company Secretary ACS No.: 50793

Date: 07 th March, 2020 Place: Ahmedabad

Registered Office:

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

Notes:

• 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy/ proxies to attend and vote on a poll instead of himself/herself and such proxy / proxies need not be a member of the company. Duly completed instrument of proxies in order to be effective must be reached the registered office of the Company not less than 48 hours before the scheduled time of the meeting. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company, provided a member holding more 10%, of the total share capital may appoint a single person as proxy and such person shall not act as proxy for any other shareholder.
• 1. Corporate members intending to send their authorized representative to attend the Extra Ordinary General Meeting are requested to ensure that the authorized representative carries a certified copy of the Board resolution, Power of Attorney or such other valid authorizations, authorizing them to attend and vote on their behalf at the Extra Ordinary General Meeting.
• 1. The statement pursuant to Section 102(1) of the Companies Act, 2013, which sets out details relating to the SpecialBusiness to be transacted at the meeting, is annexed hereto.
• 1. In case of joint holders attending the Meeting, only such joint holder who ishigher in the order of names will be entitled to vote.
• 1. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, the Physical copy of Notice of Extra-Ordinary General Meeting, alongwith Explanatory Statement and Attendance Slip are being sent to the Members as per permitted mode.

1. All documents referred to in the accompanying notice and the Statement are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays during business hours upto the date of the Extra Ordinary General Meeting.

By the order of the Board For, DANGEE DUMS LIMITED

Shyamsunder Panchal Company Secretary ACS No.: 50793

Date: 07 th March, 2020 Place: Ahmedabad

Registered Office:

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

EXPLANTORY STATEMENT AS REQUIRED U/S. 102 OF THE COMPANIES ACT, 2013.

ITEM NO.1:

The Board of Directors in their meeting held on Saturday 07 th March, 2020 subject to necessary approval(s), has approved the proposal for raising funds and for that to issue and allot upto 3,75,000 (Three Lacs Seventy Five Thousand) equity warrants of the Company to Non-Promoter Group by way of preferential basis to mobilize funds.

The details of the issue and other particulars as required in terms of the Act and SEBI (ICDR) Regulations, 2018 in relation to the aforesaid Special Resolution are given as under:

1. Objects of the Preferential Issue:

The Company shall utilize the proceeds from the preferential issue of Equity for marketing and brand development on the network of Bennett, Coleman And Company Limited (BCCL) (the allottees) which shall enhance the business ofthe Company.

2. Number of shares and Pricing of Preferential issue:

The Board intends to offer, issue and allot up to 3,75,000 (Three Lacs Seventy Five Thousand) Equity warrants convertible into one equity share each, out of these warrants upto 1,87,500 (One Lacs Eighty Seven Thousand Five Hundred) at price of Rs.138/- (Rupees One hundred and Thirty Eight Only) each amounting to Rs. 10/- (Rupees Ten Only) each towards face value and Rs. 128 (One Hundred and Twenty Eight Only) towards security premium and for another issue of Equity Warrants upto 1,87,500 (One Lacs Eighty Seven Thousand Five Hundred) at a price higher of a) Rs.138/- (Rupees One hundred and Thirty Eight Only) each or b) average of weekly closing high and low for the preceding 6 months from the 17 th month anniversary of the allotment date, as may be arrived at in accordance with SEBI (ICDR) Regulations and SEBI Takeover Regulations or other applicable laws amounting to Rs. 10/- (Rupees Ten Only) each towards face value and difference value towards security premium.

3. Basis on which the price has been arrived at:

The pricing of the equity shares to be allotted on conversion of warrants on preferential basis shall not be lower than the price determined in accordance with the Chapter V of SEBI (ICDR) Regulations 2018 and applicable law, whichever is higher.

The issue of equity shares arising out of exercise of warrants issued on preferential basis shall be made at a price not less than higher of the following or as per the law prevailing at the time of allotment of warrants:

• i. The average of the weekly high and low of the volume weighted average price of the related equity shares quoted on the recognised stock exchange during the 26 (Twenty Six) weeks preceding the relevant date (i.e. Friday,06 th March, 2020); or
• ii. The average of the weekly high and low of the volume weighted average prices of the related equity shares quoted on a recognized stock exchange during the 2 (Two) weeks preceding the relevant date.

The 'Recognized Stock Exchange' referred to above means any of the recognized Stock Exchanges in which the equity shares of the Company are listed and in which the highest trading volume in respect of the equity shares of the Company has been recorded during the preceding 26 weeks prior to the Relevant Date.

The Board intends to offer, issue and allot up to 3,75,000 (Three Lacs Seventy Five Thousand) Equity warrants convertible into one equity share each, out of these warrants upto 1,87,500 (One Lacs Eighty Seven Thousand Five Hundred) at price of Rs.138/- (Rupees One hundred and Thirty Eight Only) each amounting to Rs. 10/- (Rupees Ten Only) each towards face value and Rs. 128 (One Hundred and Twenty Eight Only) towards security premium and for another issue of Equity Warrants upto 1,87,500 (One Lacs Eighty Seven Thousand Five Hundred) at a price higher of a) Rs.138/- (Rupees One hundred and Thirty Eight Only) each or b) average of weekly closing high and low for the preceding 6 months from the 17 th month anniversary of the allotment date, as may be arrived at in accordance with SEBI (ICDR) Regulations and SEBI Takeover

Regulations or other applicable laws amounting to Rs. 10/- (Rupees Ten Only) each towards face value and difference value towards security premium.

4. Relevant date:

"Relevant Date" in accordance with SEBI (ICDR) Regulations would be 06 th March,2020 as 07 th March, 2020 is the date 30 days prior to the date of this Extra Ordinary General Meeting is weekend day and hence 06 th March, 2020 being the day preceding the weekend day, shall be considered as the Relevant Date for the purpose of above mentioned issue of Equity Warrants convertible into Equity Shares.

5. Shareholding Pattern before and after the Preferential Issue:

Sr.CategoryNo.		Pre-IssueEquityholdings		Allotmentofequitywarrants		Post-IssueEquityholdings*(AssumingfullconversionofUpto3,75,000equitywarrants)
		Noof	%of	Noof	%of	Noof	%of
		shares	shareholding	warrants	warrantholding	shares	shareholding
	Promoterholding
	Indian
	Individuals/HinduundividedFamily	7100300	69.173	0	0.000	7100300	66.732
	CentralGovernment/StateGovernment(s)	0	0.000	0	0.000	0	0.000
	FinancialInstitutions/Banks	0	0.000	0	0.000	0	0.000
	AnyOther(DirectorsRelatives)	15000	0.146	0	0.000	15000	0.141
	SubTotal(A)1	7115300	69.316	0	0.000	7115300	66.873
	ForeignPromoter
	Individuals(Non-ResidentIndividuals/ForeignIndividuals)	0	0.000	0	0.000	0	0.000
	Government	0	0.000	0	0.000	0	0.000
	Institutions	0	0.000	0	0.000	0	0.000
	ForeignPortfolioInvestor	0	0.000	0	0.000	0	0.000
	SubTotal(A)2	0	0.000	0	0.000	0	0.000
	TotalPromoterHolding=(A)1+(A)2	7115300	69.316	0	0.000	7115300	66.873
	NonPromoterHolding
	InstitutionalInvestors	0	0.000	0	0.000	0	0.000
	Central/Stategovernment(s)	0	0.000	0	0.000	0	0.000
	Non-institutions	0	0.000	0	0.000	0	0.000
	i.IndividualsIndividualshareholdersholdingnominalsharecapitaluptoRs.lakhs.	6896002	6.718	0	0.000	689600	6.481
	ii.IndividualsIndividualshareholdersholdingnominalsharecapitalinexcessofRs.2lakhs.	2162500	21.067	0	0.000	2162500	20.324
	PrivateCorporateBodies/LimitedLiabilityPartnerships	297600	2.899	375000	100.000	672600	6.321
	DirectorsandRelatives	0	0.000	0	0.000	0	0.000
	IndianPublic	0	0.000	0	0.000	0	0.000
	Others(IncludingNRIs)	0	0.000	0	0.000	0	0.000
	SubTotal(B)1	3149700	30.684	375000	100.000	3524700	33.127
	GRANDTOTAL=(A)1+(A)2+(B)1	10265000	100.000	375000	100.000	10640000	100.000

Note:

The pre-issue shareholding pattern isas on 06 th March,2020.

The post shareholding pattern iscalculated assuming conversion of all equity shall warrants into equity shares of the Company.

6. The proposal / intention of the non-Promoters group to subscribe to the Offer:

The preferential issue of warrants is being made to non-promoters group not belonging to promoter or promoter group as more particularly set out in the explanatory statement setting out the material facts.

7. The proposed time within which the issue or allotment shall be completed:

The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment.

8. Change in control, if any, in the Company that would occur consequent to the preferential offer:

There shall be no change in the management or control of the Company pursuant to the aforesaid issue and allotment of Equity Warrants and including the conversion thereof into Equity Shares of the Company.

9. No. of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well as price:

During the period from 01 st April, 2019 till date of notice of this Extra Ordinary General Meeting, the Company has not made any preferentialallotments.

10. Valuation for consideration other than cash:

Not applicable

11. The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

Not applicable.

12. Lock-in period:

The Equity Warrants and the Equity Shares being allotted pursuant to exercise ofsuch Equity Warrants shall be subject to a lock-in for such period as specified under applicable provisions of SEBI (ICDR) Regulations.

13. Listing:

The Company will make an application to the Stock Exchanges at which the existing shares are already listed, for listing of the equity shares being issued on conversion of Equity Warrants. Such Equity Shares, once allotted, shall rank pari passu with the existing equity shares of the Company in all respects, including dividend.

14. Auditors' Certificate:

M/s. J. T. Shah & Co., Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company has certified that the preferential issue is being made in accordance with the requirements contained in SEBI (ICDR) Regulations, 2018. A copy of the certificate iskept for inspection at the Registered Office of the Company during the business hours.

15. Tenure:

The tenure of conversion into equity shares of the Company is a maximum period of 18 months from the date of allotment.

16. Undertaking:

The Company hereby undertakes that:

i. It would re-compute the price of the securities specified above in terms ofthe provisions of SEBI (ICDR) Regulations, where it is so required.

• ii. If the amount payable, if any, on account of the re-computation of price isnot paid within the time stipulated in SEBI (ICDR) Regulations the above warrants/shares shall continue to be locked-in till the time such amount is paid by the allottees.
• iii. Save and except the Preferential Issue as proposed in the resolution as set in the accompanying Notice, the Company has made no otherissue or allotment of securities on preferential basis during the year.
• iv. It is hereby confirmed that neither the Company nor its Directors and to the Company's Knowledge any of its Promoters is a wilful defaulter.
• v. The Proposed Allottee has not sold any equity shares during the six months preceding the Relevant Date.
• vi. None of the proposed allottees are 'wilful defaulter' as per the Reserve Bank of India Guidelines.
• 17. Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/ or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them:

Sr.Name&AddressoftheNo.proposedallottees		Category	PAN	IdentityofUltimateOwners(UBO)	No.&%ofEquitySharesheldpriortothePreferentialAllotment		No.&%ofWarrantstobeissuedandallotted		No.&%ofPostIssueEquityandVotingShareCapital*(Assumingfullallotmentupto3,75,000equityshares)
					NoofShares	%ofShares	NoofShares	%ofShares	NoofShares	%ofShares
1	BENNETT,COLEMANANDCOMPANYLIMITED(BCCL)TheTimesofIndiaBuilding,Dr.D.Road,Mumbai400001	NonPromoterGroupN.	AAACB4373Q	*Pleaserefertheexplanationbelowthistable	0	0.00	375000	100.00	375000	3.621
	TOTAL				0	0.00	375000	100.00	375000	3.621

* Identity of Ultimate Owners (UBO)

Bennett, Coleman and Company Limited (BCCL) is a company incorporated in India on 29 th November, 1913 and isengaged in the business of printing, publishing, distribution of newspapers and broadcasting. It is an independently run, professionally managed company with its affairs being looked after by its Board of Directors.

98.97% of the share capital of BCCL isheld by various companies as follows: -

a)	BharatNidhiLtd.	24.41%
b)	PNBFinanceandIndustriesLtd.	9.29%
c)	CamacCommercialCompanyLtd.	13.30%
d)	ArthUdyogLtd.	9.31%
e)	AshokaViniyogaLtd.	18.02%
f)	SanmatiPropertiesLtd.	9.75%
g)	TMInvestmentsLtd.	5.96%
h)	JacarandaCorporateServicesLtd.	8.93%

The balance 1.03% of the share capital of BCCL is held by individuals.

None of the shareholders of BCCL hold more than 25% of the share capital of the company.

Accordingly, the natural persons who hold the position of senior managing officials are given as under:

Key Managerial Persons

• 1. Mr. Raj Jain CEO
• 1. Mr. Himanshu Agarwal CFO
• 1. Mr. Kausik Nath Company Secretary

Notes:

• The pre-issue shareholding of the allotee is as on 06 th March, 2020.
• The post shareholding of the allotee is calculated assuming conversion of all equity shall warrants into equity shares of the Company.
• There isno natural person who, whether acting alone or together, or through one or more juridical person, has ownership of or entitlement to more than 25% of shares or capital or profits of Bennett, Coleman and Company Limited (BCCL).

The approval of the Members by way of Special Resolution is required in term of the applicable provisions of Sections 23, 42 and 62 of the Act read with applicable rules thereto and relevant provisions of the SEBI (ICDR) Regulations and accordingly the approval of the Members of the Company is being sought.

The Board of Directors believes that the proposed preferential issue is in the best interest of the Company and its members. The Board recommends the resolution as set out in the accompanying notice for the approval of members as a Special Resolution.

None of the Directors/Key Managerial Personnel of the Company/ their relatives are in, any way, concerned or interested, in the above resolution since proposed resolution pertains to the preferential issue of warrants to non-promote group of the Company.

By the order of the Board For, DANGEE DUMS LIMITED

Shyamsunder Panchal Company Secretary ACS No.: 50793

Date: 07 th March, 2020 Place: Ahmedabad

Registered Office:

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

*ATTENDANCE SLIP*

Dangee Dums Limited

Regd. off: 4/A, Ketan Society, Nr. Sardar Patel Colony, Naranpura, Ahmedabad, Gujarat 380014, India. CIN: L55101GJ2010PLC061983 Phone No. +91-079-27681878,

Email: cs@dangeedums.com, Website: www.dangeedums.com

DPID/ CLIENT ID:

Registered Folio No.

No of Shares:

Name(s) and address of the Shareholders / Proxy in Full:

__________________________

I, Certify that I am a Shareholder/ Proxy of the Shareholder of the Company. I/We hereby accord my/our presence at the Extra Ordinary General Meeting of the Company being held on Monday 06 th April, 2020 at 04.00 P.M. at the registered office of the Company at 4/A, Ketan Society, Nr. Sardar Patel Colony, Naranpura, Ahmedabad, Gujarat 380014, India.

Signature of Shareholder/ Proxy

Dangee Dums Limited

Regd. off: 4/A, Ketan Society, Nr. Sardar Patel Colony, Naranpura, Ahmedabad, Gujarat 380014, India. CIN: L55101GJ2010PLC061983 Phone No. +91-079-27681878, Email: cs@dangeedums.com, Website: www.dangeedums.com

FORM MGT-11

PROXY FORM

[Pursuant to section 105(6) ofthe Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN:	L55101GJ2010PLC061983
Nameofthecompany:	DangeeDumsLimited
Registeredoffice:	4/A,KetanSociety,Nr.SardarPatelColony,Naranpura,Ahmedabad,Gujarat380014,India.

Name of the member(s): Registered address: Email Id:

Folio No./Client Id: DP ID:

I/We, being the member (s) of…………. shares of the above named company, hereby appoint

1	Name:
	Address:
	E-mailId:
	Signature:

2	Name:Address:
	E-mailId:
	Signature:

3	Name:
	Address:
	E-mailId:
	Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the company, to be held on Monday 06 th April, 2020 at 04.00 P.M. at the registered office of the Company situated at 4/A, Ketan Society, Nr. Sardar Patel Colony, Naranpura, Ahmedabad, Gujarat 380014, India and at any adjournment thereof in respect of such resolutions as are indicated below:

ResolutionNo.	Particulars
1	IssueofWarrants,ConvertibleIntoEquitySharesOnPreferentialBasis

Signed this…… day of……… 2020.

Signature of Shareholder/ Proxy

Signature of Proxy holder(s)

Notes:

• 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting. The Proxy need not be a member of the Company.
• 1. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.
  • ** This is only optional.Please put 'X' in the appropriate Column against the resolutions indicated in the Box. If you leave the 'For' or ' Against ' Column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.
• 1. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

ROUTE MAP TO EXTRA ORDINARY GENERAL MEETING VENUE

Dangee Dums Limited

Regd. off: 4/A, Ketan Society, Nr. Sardar Patel Colony, Naranpura, Ahmedabad, Gujarat 380014, India. CIN: L55101GJ2010PLC061983 Phone No. +91-079-27681878, Email: cs@dangeedums.com : Website: www.dangeedums.com