Date: 04th September, 2018

BSE LimitedDepartment of Corporate servicesPhirojee Jeejeebhoy TowersDalal Street, Mumbai-400023	National Stock Exchange of India LimitedExchange Plaza,<br>Plot no. C/1, G Block,Bandra-Kurla Complex,Sandra (E), Mumbai-400051
Scrip Code: 500136	Symbol: ESTER

Dear Sir/Madam,

Subject : Notice of 32"d Annual General Meeting

In continuation to our earlier communication regarding schedule of 32nd Annual General Meeting to be held on 241 h September, 2018, we are hereby enclosing the copy of Notice of Annual General Meeting and the same has been dispatched to the shareholders in due course of time.

Kindly take the above information on your record and acknowledge the receipt.

Thanking You

Diwaker Dinesh

Company Secretary

Encls: As above

CIN: L24111UR1985PLC015063

Registered Offi ce: Sohan Nagar, P.O. Charubeta, Khatima-262308, Distt. Udham Singh Nagar, Uttarakhand Phone : (05943) 250153-57, Fax No. (05943) 250158 Website - www.esterindustries.com, Email[email protected]

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the 32nd ANNUAL GENERAL MEETING (AGM) of ESTER INDUSTRIES LIMITED will be held on Monday, 24th September, 2018 at 10:30 AM at the Registered Offi ce of the Company at Sohan Nagar, P.O. Charubeta, Khatima - 262308, District Udham Singh Nagar, Uttarakhand, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements for the fi nancial year ended 31st March, 2018 together with the reports of Directors and Auditors thereon
2. To appoint a Director in place of Mr. Pradeep Kumar Rustagi (DIN 00879345) who retires by rotation and being eligible, offers himself for re-appointment;

SPECIAL BUSINESS: To consider and, if thought fi t, to pass with or without modifi cation (s) the following resolutions:

As Ordinary Resolution

3. RATIFICATION OF REMUNERATION OF COST AUDITOR

"RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013, and rules made thereunder (including any statutory modifi cation (s) or re-enactment (s) thereof, for the time being in force), a Remuneration of Rs. 3,50,000/- (Rupees Three Lacs Fifty Thousands Only) plus applicable taxes and out of pocket expenses payable to M/s. R. J. Goel & Co. (Regn. No. 00026), the Cost Auditors appointed by the Board of Directors to conduct the audit of the cost records of the Company for the fi nancial year 2018-19, as recommended by the Audit Committee and approved by the Board of Directors, be and is here by approved and ratifi ed."

As Special Resolution

4. RE-APPOINTMENT OF MR. ASHOK NEWATIA AS AN INDEPENDENT DIRECTOR OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, (including any statutory modifi cation (s) or re-enactment (s) thereof, for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment thereof), Mr. Ashok Newatia (DIN 01057233), an Independent Director of the Company, whose term of offi ce as an Independent Director expires on 31st March, 2019 and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing his candidature for the offi ce of Director, be and is hereby re-appointed as Independent Director of the Company, not liable to retire by rotation to hold offi ce for another term of fi ve (5) consecutive years for a term commencing from 1st April, 2019 up to 31st March, 2024.

RESOLVED FURTHER THAT pursuant to Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the

applicable provisions of the Companies Act, 2013 and relevant Rules made thereunder (including any statutory modifi cation (s) or re-enactment (s) thereof, for the time being in force) approval of the Members of the Company be and is hereby granted for continuation of holding offi ce of Independent director by Mr. Ashok Newatia (DIN 01057233) aged 75 years from 1st April 2019 till 31st March, 2024."

5. RE-APPOINTMENT OF MR. M S RAMACHANDRAN AS AN INDEPENDENT DIRECTOR OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, (including any statutory modifi cation (s) or re-enactment (s) thereof, for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment thereof), Mr. M S Ramachandran (DIN 00943629), an Independent Director of the Company, whose term of offi ce as an Independent Director expires on 31st March, 2019 and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing his candidature for the offi ce of Director, be and is hereby re-appointed as Independent Director of the Company, not liable to retire by rotation to hold offi ce for another term of fi ve (5) consecutive years for a term commencing from 1st April, 2019 up to 31st March, 2024.

RESOLVED FURTHER THAT pursuant to Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of the Companies Act, 2013 and relevant Rules made thereunder (including any statutory modifi cation (s) or re-enactment(s) thereof, for the time being in force) approval of the Members of the Company be and is hereby granted for continuation of holding offi ce of Independent director by Mr. M S Ramachandran (DIN 00943629) who shall attain the age of Seventy Five (75) years on 26th February, 2020, from 1st April, 2019 till 31st March, 2024."

6. RE-APPOINTMENT OF DR. ANAND CHAND BURMAN AS AN INDEPENDENT DIRECTOR OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, (including any statutory modifi cation(s) or re-enactment (s) thereof, for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment there of), Dr. Anand Chand Burman (DIN 00056216), an Independent Director of the Company, whose term of offi ce as an Independent Director expires on 31st March, 2019 and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing his candidature for the offi ce of Director, be and is hereby re-appointed as Independent Director of the Company, not liable to retire by rotation to hold offi ce for another term of fi ve (5) consecutive years for a term commencing from 1st April, 2019 up to 31st March, 2024."

7. RE-APPOINTMENT OF MR. DINESH CHANDRA KOTHARI AS AN INDEPENDENT DIRECTOR OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, (including any statutory modifi cation (s) or re-enactment (s) thereof, for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment thereof), Mr. Dinesh Chandra Kothari (DIN 00195609), an Independent Director of the Company, whose term of offi ce as an Independent Director expires on 31st March, 2019 and who is eligible for re-appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing his candidature for the offi ce of Director, be and is hereby re-appointed as Independent Director of the Company, not liable to retire by rotation to hold offi ce for another term of fi ve (5) consecutive years for a term commencing from 1st April, 2019 up to 31st March, 2024."

8. RE-APPOINTMENT OF MR. P S DASGUPTA AS AN INDEPENDENT DIRECTOR OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, (including any statutory modifi cation (s) or re-enactment (s) thereof, for the time being in force) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any amendment thereof), Mr. P S Dasgupta (DIN 00012552), an Independent Director of the Company, whose term of offi ce as an Independent Director expires on 31st March, 2019 and who is eligible for reappointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, from a member proposing his candidature for the offi ce of Director, be and is hereby re-appointed as Independent Director of the Company, not liable to retire by rotation to hold offi ce for another term of fi ve (5) consecutive years for a term commencing from 1st April, 2019 up to 31st March, 2024."

By Order of the Board of Directors For Ester Industries Limited

Sd/-

Diwakar Dinesh Place : New Delhi Company Secretary Date: 14th August, 2018 (Membership No.: A22282)

NOTES

A MEMBER ENTITLED TO ATTEND AND VOTE AT THIS ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE (ON A POLL ONLY) ON HIS/ HER BEHALF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY AT SOHAN NAGAR, P.O. CHARUBETA, KHATIMA-262308, DISTRICT UDHAM SINGH NAGAR, UTTARAKHAND NOT LESS THAN 48 HOURS BEFORE THE MEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT 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 A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

Additional information pursuant to SEBI (LODR) Regulations, 2015 in respect of the Directors seeking appointment/ reappointment as mentioned under item no. 2, 4, 5, 6, 7 and 8 at the annual general meeting forms part of this Notice.

1. M/s Walker Chandiok & Co. LLP, Chartered Accountants, was appointed as Statutory Auditors by the Shareholders in their Annual General Meeting (AGM) held on 4th September, 2017, to hold offi ce from 31st AGM till 36th AGM. The requirement to place the matter relating to the ratifi cation of appointment of Statutory Auditors by Members at every Annual General Meeting is done away with vide notifi cation dated 7th May, 2018 issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratifi cation of appointment of Statutory Auditors.
1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 for Item Nos. 3 to 8 of the accompanying Notice, is annexed hereto.
1. The Register of Member and Share Transfer Books will remain closed from Tuesday, 18th September, 2018 to 24th September, 2018 (both days inclusive) for the purpose of Annual General Meeting.
1. A route map showing directions to reach the venue of the Annual General Meeting forms part of this Annual Report.
1. The Board of Directors has not recommended any Dividend for the fi nancial year 2017-18.
1. In case of Joint holders attending the meeting, only such Joint holder who is higher in the order of names will be entitled to vote.
1. Corporate Members intending to send their Authorized Representative to attend the Meeting are requested to send a certifi ed true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.
1. Members are requested to notify immediately:
I. In case shares are held in physical form: any change in address, if any, to the Company at Plot No.11, Block-A, Infocity-I, Sector 34, Gurgaon – 122001, India or to the Registrar and Share Transfer Agent of the Company viz. MAS Services Limited, T-34, Okhla Industrial Area, Phase II, New Delhi- 110 020 quoting their folio number.
II. In case shares are held in dematerialised form: any change in address, if any, to their Depository Participants
1. Members/Proxies should bring Annual Report along with the attendance slip duly fi lled in for attending the Meeting. Members who hold shares in dematerialised form are requested to write their Client ID and DP ID and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the Meeting.
1. Members desiring any information on the accounts are required to write to the Company at Plot No.11, Block-A, Infocity-I, Sector 34, Gurgaon – 122001, India at least 7 days before the Meeting so as to enable the management to keep the information ready. Replies will be provided only at the Meeting.
1. All the documents referred to in the accompanying Notice are open for inspection in physical or electronic form at Registered Offi ce of the Company and copies of these documents will also be available for inspection at the Head Offi ce (Corporate Offi ce) in physical or electronic form, during normal business hours on all the working days except Saturday up-to the date of the Annual General Meeting. Such documents will be available for inspection during the meeting also.
1. 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 Depository Participant and holdings should be verifi ed.
1. Members holding shares in physical form are requested to convert their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management.

INDUSTRIES LTD. ESTER

Members can contact the Company or RTA for assistance in this regard.

1. Members holding shares under multiple folios are requested to submit their applications to RTA for consolidation of folios into a single folio.
1. Pursuant to Section 101 of the Companies Act, 2013 and rules made thereunder, the companies are allowed to send communication to shareholders electronically. We therefore, request you to kindly register/update your email ids with your respective depository participant and Company's registrar and share transfer agent (in case of physical shares).
1. Electronic copy of the Notice of the 32nd Annual General Meeting of the Company inter-alia indicating the process and manner of e-voting along with Annual Report is being sent to all the members whose email IDs are registered with the Company/Depository Participants for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copy of the Notice of the 32nd Annual General Meeting of the Company inter-alia indicating the process and manner of e- voting along with Annual Report is being sent through the permitted mode.
1. Members may also note that the Notice of the 32nd Annual General Meeting and the Annual Report for the fi nancial year ended on 31.03.2018 will also be available on the Company's website www.esterindustries.com for their download. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company's investor email id: [email protected]
1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / MAS Services Limited (Registrar & Share Transfer Agent).
1. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form from December 5, 2018. In view of the above and to avail various benefi ts of dematerialisation,members are advised to dematerialise shares held by them in physical form.
1. In terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is mandatory for the company to print the bank account details of the investors in dividend payment instrument. Hence, you are requested to register update your correct bank account details with the Company/RTA/Depository Participant, as the case may be.
1. Pursuant to provisions of Section 124 and Section 125 of the Companies Act, 2013 and rules made thereunder, all the dividends remaining unclaimed and unpaid for a period of seven years from the date it is lying in the unpaid dividend account, are required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Accordingly, till date the Company has transferred to IEPF the unclaimed and unpaid amount pertaining to dividends declared up to the fi nancial year 2010-11 (only interim for FY 2010-11).

Members who have not yet encashed their dividend warrants for the fi nancial year 2010-11 (fi nal dividend) onwards are requested to make their claims to the Company immediately. Members may note that no claim shall lie against the Company in respect of dividend which remain unclaimed and unpaid for a period of seven years from the date it is lying in the unpaid dividend account and no payment shall be made in respect of such claims. The Company has uploaded the details of unpaid and unclaimed dividend

amounts lying with the Company as on 4th September, 2017 (date of last Annual General Meeting) and the details of unclaimed shares on the website of the Company viz. www.esterindustries.com and also on the website of the Ministry of Corporate Affairs viz. www.iepf.gov.in. Shareholders may kindly check the said information and if any dividend amount is appearing as unpaid against their name, they may lodge their claim, duly supported by relevant documents to the Company.

In terms of Section 124(6) of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016, shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more are required to be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPF Authority) with in a period of thirty days of such shares becoming due to be so transferred. Accordingly, equity shares which were/ are due to be so transferred, have been/ shall be transferred by the Company to the Demat Account of IEPF Authority. Upon transfer of such shares, all benefi ts (like bonus, etc.), if any, accruing on such shares shall also be credited to the Demat Account of IEPF Authority and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.

In view of above, Members are requested to claim their dividends from the Company, with in the stipulated timeline to avoid transfer of the underlying shares to the IEPF Account. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority in Form No. IEPF-5 available on www.iepf.gov.in or on the following link http://www.iepf.gov.in/IEPFA/corporates.html

24. VOTING THROUGH ELECTRONIC MEANS

Commencement of E-voting	9.00 AM, Friday21st September, 2018
End of E-voting	5.00 PM, Sunday
	23rd September, 2018

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the 32nd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by Central Depository Services (India) Limited (CDSL).
II. The facility for voting through ballot paper/venue e-voting shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper/ venue e-voting.
III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote at the Annual General Meeting.
IV. The remote e-voting period commences on **9.00 AM, Friday, 21st September, 2018 and ends on 5.00 PM, Sunday, 23rd September, 2018.**The remote e-voting module shall be blocked by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
I. Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members as on Monday, 17th September, 2018 (Cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Benefi cial Owners maintained by the Depositories as on the cut-off date will be entitled to

cast their votes by remote e-voting or voting through ballot paper/venue e-voting at the AGM. Any person, who acquires shares of the Company and become Member of the Company after dispatch of the Notice and holding shares as on the cutoff date i.e. Monday, 17th September, 2018, may follow the same instructions as mentioned in the notice for e-Voting. If a person who was not a member of the Company as on the cutoff date shall treat this Notice for information purpose only.

II. The process and manner for remote e-voting are as under:
- (A) The instructions for members for voting electronically are as under:-
I. Log on to the e-voting website www.evotingindia.com
II. Click on Shareholders/Members.
III. Now Enter your User ID
a) For CDSL: 16 digits benefi ciary 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.
IV. Next enter the Image Verifi cation as displayed and Click on Login.
V. If you are holding shares in demat form and had logged onto www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
VI. If you are a fi rst time user or holding share in physical form 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 IncomeTax Department (Applicable for both demat shareholdersas well as physical shareholders)
	*Members who have not updated their PAN with theCompany/Depository Participant are requested to usethe sequence number in the PAN fi eld which is printedon the Attendance slip or as provided in email, if AnnualReport sent through electronic mode.
	Dividend Enter the Bank Details or Date of Birth (in dd/mm/yyyy
Bank	format) as recorded in your demat account or in the
Details	company records in order to login
or Date	#If both the details are not recorded with the depository
of Birth	or company please enter the member id / folio number
(DOB)#	in the Dividend Bank details fi eld as mentioned ininstruction (iii).

VII. After entering these details appropriately, click on "SUBMIT" tab.

VIII. 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 fi eld. 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 confi dential.
IX. For Members holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.
X. Click on the EVSN of Ester Industries Limited.
XI. 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.

32nd Annual Report 2017-2018

XII. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
XIII. After selecting the resolution you have decided to vote on,click on "SUBMIT". A confi rmation box will be displayed. If you wish to confi rm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote
XIV. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
XV. You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
XVI. If Demat account holder has forgotten the changed login password then Enter the User ID and the image verifi cation code and click on Forgot Password & enter the details as prompted by the system.
- XVII. Shareholders can also cast their vote using CDSL's mobile app M-Voting. 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.
- XVIII. 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. They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected]. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account (s) for which they wish to vote on.The list of accounts linked in the login should be mailed to help desk. [email protected] 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.
(B) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com under help sectionor contact Mr. Rakesh Dalvi, Manager of CDSL, Marathon Futurex, A Wing, 25th Floor, N.M. Joshi Marg, Lower Parel, Mumbai-400013 Ph.: 1800225533, write an email to [email protected]
1. Mr. Akash Jain, Company Secretary in Practice (Membership No. F9617 and COP No. 9432) has been appointed as the Scrutinizer to scrutinize the e-voting and poll process in a fair and transparent manner.
1. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of Scrutinizer, by use of poll paper/venue e-voting for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
1. The Scrutinizer shall immediately after the conclusion of voting at the AGM will count the votes casted at the meeting and thereafter unblock the votes casted through remote e-voting in the presence of at least two (2) witnesses not in the employment of the Company and submit not later than 3 days of conclusion of AGM, a consolidated Scrutinizer's Report of the total votes casted in favour or against, if any, to the Chairman or a person/a director authorized by him/the Board in writing who shall countersign the same and declare the results of the voting forthwith.

1. The Results declared along with the report of the Scrutinizer shall be placed on the Company's website www.esterindustries.com and on the website of CDSL e-voting viz www.evotingindia.com immediately after the declaration of results by the Chairman or a person/ a director authorized by him/the Board. The Results shall also be simultaneously forwarded to the concerned stock exchanges. The result of the voting, with details of the number of votes cast for and against the Resolution, invalid votes and whether the Resolution has been carried or not shall also be displayed on the Notice Board of the company at its Registered Offi ce and its Head Offi ce.
1. The Resolution, if passed by a requisite majority, shall be deemed to have been passed on the date of the Annual General Meeting.
1. The investors may contact the Company Secretary for redressal of their grievances/queries. For this purpose, they may either write to him at the Registered offi ce address or Head Offi ce address or e-mail their grievances/queries to the Company Secretary as detailed below:

Registered Offi ce:

Sohan Nagar, PO Charubeta, Khatima-262308 Distt. Udham Singh Nagar, Uttarakhand

Head Offi ce:

Plot No. 11, Block-A, Infocity-I, Sector 34, Gurgaon – 122001 Email Id: [email protected]

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

Item No. 3

In the Board Meeting held on 16th May, 2018, after considering the recommendation of the Audit Committee, the Directors have reappointed M/s. R J Goel & Co. (Regn. No. 00026), Cost Accountants, as the Cost Auditor at a remuneration of Rs. 3,50,000 (Rupees Three Lacs Fifty Thousands only) to conduct the audit of Cost records for fi nancial year 2018-19. Pursuant to the provisions of Section 148 read with the Companies (Audit and Auditors) Rules, 2014, the aforesaid remuneration approved by the Board of Directors is required to be ratifi ed by the Shareholders.

The Board recommends the Ordinary Resolution set out at Item No. 3 of the Notice for approval by the shareholders.

None of the Directors, Key Managerial Personnel (KMPs) or the relatives of Directors or KMPs is interested or concerned in the said Resolution.

Item No. 4 to 8

Pursuant to the provisions of section 149 of the Companies Act, 2013 ('the Act') and prescribed provisions of the erstwhile Listing Agreement, the Company had appointed Mr. Ashok Newatia, Mr. M S Ramachandran, Dr. Anand Chand Burman, Mr. Dinesh Chandra Kothari and Mr. P S Dasgupta, as Independent Directors of the Company in the Annual General Meeting held on 22nd September, 2014 to hold offi ce upto 31st March, 2019.

As per Section 149(10) of the Act, an Independent Director shall hold offi ce for a term of upto fi ve consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of upto fi ve consecutive years on the Board of a Company. Section 149 (11) of the Act provides that Independent Directors shall not hold offi ce for more than two consecutive terms.

The Board of Directors of the Company and the Nomination and Remuneration Committee have evaluated the performance of all the above-stated Independent Directors and on the basis of the said evaluations have concluded that all these Independent Directors are the person of integrity having relevant expertise and experience. These Independent Directors fulfi l their responsibilities towards the Company in a professional and ethical manner, actively participate in discussions during the Board and Committee meetings and act objectively and constructively while bringing an independent opinion during deliberations at the said meetings and the overall performance of each of the above-stated Independent Director has been satisfactory. It is, therefore, proposed that the Independent Directors of the Company be appointed for a second term of fi ve consecutive years, commencing from April 1, 2019 up to March 31, 2024.

These Directors have given a declaration to the Board that they meet the criteria of independence as provided under section 149 (6) of the Act and under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of the Board, each of these directors fulfi l the conditions specifi ed in the Act and the Rules framed thereunder for appointment as Independent Director and they are independent of the management.

None of the above-stated Independent Directors is disqualifi ed from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors.

The Company has also received separate notices in writing from a member, proposing the candidature of each of the above-stated Directors for the offi ce of Director of the Company.

In terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with effect from 1st April, 2019, no listed Company shall appoint or continue the Directorship of a Non-Executive Director who has attained the age of 75 years, unless a special resolution is passed to that effect. Mr. Ashok Newatia, has attained the age of 75 years during August, 2017 and Mr. M S Ramachandran will attain the age of 75 years in the month of February, 2020. Accordingly the Company seeks consent of the members by way of special resolution for continuation of their holding of existing offi ce after 1st April, 2019 or after attaining the age of 75 years during the currency of proposed term of appointment.

A brief justifi cation for their reappointment/continuance of appointment after 75 years is as under:

Mr. Ashok K. Newatia is an Independent Director at Ester. Mr. Newatia is a polyester industry veteran having held various technical and managerial positions across leading companies in India and abroad over the last 50 years. He pioneered the application of the continuous polymerization technology paving the way for many related plants in India. Mr. Newatia is also a member of Ester's Share Transfer and Investor Grievances Committee.

He holds an undergraduate as well as a master's degree in chemical engineering from the University of Michigan.

Mr. M.S. Ramachandran is a Mechanical Engineer by Profession. He joined Indian Oil Corporation in 1969 and assumed various roles before being appointed as Executive Director of the Oil Coordination Committee set up by the Government of India in 1998. He joined the Board of Indian Oil Corporation as Director (Planning & Business Development) in 2000. He was the Chairman of Indian Oil Corporation from 2002 to 2005. During his tenure with IOC he had redirected the organisation around key business lines with greater commercial focus, capital prudence and market facing capabilities. As head of the national oil company, he had helped the government to initiate and implement several crucial policy changes to support de-regulation and energy security. Mr. M.S. Ramachandran was conferred with the Chemtech- Pharma Bio Hall of Fame Award in 2005 for outstanding contribution to the petroleum and petrochemicals industry.

Details of the Directors as required to be provided pursuant to Regulation 36(3) of the Listing Regulations and SS – 2 (Secretarial Standards on General Meetings) are made part of this notice.

The copy of draft letter of appointment of the above directors setting out the terms and conditions of their appointment shall be open for inspection by the Members at the Registered Offi ce of the Company during normal business hours on any working day except Saturday up-to

32nd Annual Report 2017-2018

the date of the Annual General Meeting. The said Independent Directors are not related to any of the Directors or Key Managerial Personnel (KMP including relatives of Directors and KMPs of the Company in terms of Section 2(77) of the Companies Act, 2013).

The Board considers that their continued association would be of immense benefi t to the Company and it is desirable to continue to avail their services as Independent Director & recommend the approval of proposed Special resolution by the Members.

These Directors may be deemed to be interested in the respective resolutions as it concerns their appointment. Save and except for the aforesaid Independent Directors, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, fi nancially or otherwise, in the resolutions set out at Item Nos. 4 to 8 of the Notice

The Board recommends the Special Resolutions set out at Item Nos. 4 to 8 of the Notice for approval by the shareholders.

By Order of the Board of Directors For Ester Industries Limited

Sd/- Diwaker Dinesh Place : New Delhi Company Secretary Date : 14th August, 2018 Membership No.: A22282

Details of the Directors as required to be provided pursuant to Regulation 36(3) of the Listing Regulations and SS – 2 (Secretarial Standards on General Meetings) are detailed below:

Particulars	Mr. Ashok Newatia	Mr. M. S. Ramachandran	Dr. Anand Chand Burman	Mr. Dinesh Chandra Kothari Mr. P. S. Dasgupta		Mr. Pradeep Kumar Rustagi
Director`sIdentifi cationNumber (DIN)	01057233	00943629	00056216	00195609	00012552	00879345
Date of 1stappointment onthe Board ofCompany	01/07/1997	19/09/2008	12/08/2010	19/09/2008	14/02/2011	14/02/2011
Date ofappointment undercurrent term onthe Board ofCompany	04/08/2014	04/08/2014	04/08/2014	04/08/2014	04/08/2014	NA
Date of Birth	27/08/1942	25/02/1945	05/05/1952	14/03/1950	30/06/1955	14/11/1961
Age	76	73	66	68	63	57
Qualifi cation	M.S.-CHEMICALENGINEER	B . E .-MECHANICAL	B.SC.-CHEMISTRY,M.SC.-CHEMISTRY,PH.D.-PHARMACEUTICALCHEMISTRY	B.COM. ,CHARTEREDACCOUNTANT	B.A.(HONS.)-ECONOMICS,UNIVERSITYOF DELHI,LL.B., DELHIUNIVERSITY,P.G.DIPLOMA-CORPORATELAWS &LABOUR LAWS	CHARTEREDACCOUNTANT
Expertise in specifi cfunctional areas	Mr. Newatia is apolyesterindustryveteran having heldvarioustechnicaland managerial positions across leadingcompanies in Indiaand abroad over thelast 50 years. Hepioneered the application of the continuous polymerizationtechnologypavingthe way for many related plants in India.	Mr. Ramachandranhas held numeroussenior positions inthe Indian energysector. He has extensivecorporateandoperationalexperiencespanning over 35 yearswith Indian Oil CorporationLimited,where he startedas a ManagementTrainee in 1969and,eventuallyleft as chairman ofthe board in 2005.During his tenure,Indian Oil grew to	Dr. Burman is aneminentIndustrialist with particularinterests in the areasofResearchand Development inthe PharmaceuticalSciences as well asBiotechnologyandTechnology issues.	In November 1972,Mr. Kothari,joinedICICI Ltd and wasinappraisalofprojectsincludingfi nancialstructuring and analysis ofprojects for fi nancialassistance. In October 1974, joinedBukhatir Group ofcompanies in Sharjah, U.A.E., one ofthe largest diversifi ed Conglomerates.After 12 years ofservice with BukhatirGroup, in 1986, setup Interstar Financial Services Ltd.,	Mr. Dasgupta hasbeen engaged in thepractice of Law since1978 and has beenmember of Delhi BarCouncil since then.He has vast knowledge and experienceof Law over last 32years of legal practice. He worked asa Sr. Associate forfourteen years withJB Dadachanji & Co.Mr. P.S. Dasgupta isthe Senior Partner ofa leading Law Firmin Delhi since 1991.He has an extensivepracticeespecially	Mr. Pradeep is Executive Director &Chief Financial Offi cer (CFO) of Esterand responsible forfi nancial & businessplanning, corporatefi nance & fund raising, investor relations, fi nancial & taxstrategy,fi nancial& forex risk management,controlsystems, corporategovernance, legal &regulatoryrequirementsincludingcompliancesandinsurance.

Particulars	Mr. Ashok Newatia	Mr. M. S. Ramachandran	Dr. Anand Chand Burman	Mr. Dinesh Chandra Kothari Mr. P. S. Dasgupta		Mr. Pradeep Kumar Rustagi
		become the leadingIndian corporate inthe Fortune 'Global500' listing.		in New Delhi, Indiato provide a widerange of consultingand advisory services to non-residentIndians,residentIndians and largeIndiancorporatehouses on fi nancialmatters. As a part ofInterstar's expansionprogramme, in association with M/s. NewDelhi Law Offi ces, aleading law fi rm inNew Delhi, in 1999set up a Consultancy Firm in the nameof New Delhi Corporate ConsultancyServices Pvt. Ltd.,in order to provideLegal & ConsultancyServices under thesame umbrella tothe Corporate Sector within the countryand abroad.He has been engaged in the practice of Law since1978 and has beenmember of Delhi BarCouncil since then.	inConveyancing,Structuring and negotiationofJointVentures and Foreign Collaborations,CorporateLaws,ForeignExchange,Antitrust and Mercantile Laws, Project Contracts, ConstructionContractsincludingTelecomand other Infrastructural Contracts andFinancing Contracts;Specialized Corporate litigation, Mergers and Acquisitions,Domestic and International Arbitrations
Terms andconditionsfor re-appointment		Details given in Corporate Governance Report
Proposedremuneration andRemuneration lastdrawn (includingsitting fee, if any)		Details given in Corporate Governance Report
Shareholding inthe Company as on31.03.2018	Nil	Nil	Nil	20000	Nil	400
Relationship withother Directors andKMPs of theCompany	NA	NA	NA	NA	NA	NA
Number of Boardmeetings attendedduring the year	4	4	2	2	2	4
Directorship inother Companies	None	10	23	8	15	None
Chairman/memberin Committeesof Board ofDirectors in IndianCompanies	None	11	1	8	15	None

By Order of the Board of Directors For Ester Industries Limited Sd/- Diwaker Dinesh Place : New Delhi Company Secretary Date : 14th August, 2018 Membership No.: A22282

AI assistant

Ester Industries Ltd. AGM Information 2018

62215_rns_2018-09-04_364011f0-9180-4bdc-ae8c-bf2d3cc2acff.pdf

Subject : Notice of 32"d Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING