First Custodian Fund (India) Ltd. — AGM Information 2021

Sep 2, 2021

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NOTICE

NOTICE is hereby given that the Thirty – Fifth Annual General Meeting of the Members of THE FIRST CUSTODIAN FUND (INDIA) LIMITED will be held on Friday, 24[th] September, 2021 at 04.00 p.m. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Annual Financial Statements of the Company for the financial year ended 31[st] March, 2021 and the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Giriraj Dammani (DIN No.: 00333241), who retires by rotation and being eligible, offer himself for re-appointment.

3. Appointment of Statutory Auditors.

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

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014, (the Rules), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. Vivek Khandor & Associates, Chartered Accountants, Mumbai having ICAI Firm Registration No. 133055W, who have offered themselves for re-appointment and have confirmed their eligibility to be appointed as Auditors, in terms of provisions of Section 141 of the Act, and Rule 4 of the Rules and certificate issued by the Peer Review Board of ICAI, be and are hereby re-appointed as Statutory Auditors of the Company at a remuneration of Rs. 2,20,000 for the Company’s financial year 2021 – 2022, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration as may be agreed upon by the Board of Directors and the Auditors, in addition to Goods and Service Tax and re-imbursement of out of pocket expenses incurred by them in connection with the audit of Accounts of the Company.”

NOTES:

General Instructions for Accessing and participating in the 35[th] e-AGM through VC / OAVM Facility and Voting through Electronic means including Remote E- Voting.

1. The relative Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013, relating to ordinary business to be transacted for re-appointment of Auditor at the Annual General Meeting (the AGM or Meeting) is annexed hereto.

2. In view of the prevailing lockdown situation across the country due to outbreak of the COVID19 pandemic and restrictions on the movements apart from social distancing, MCA (Ministry of Corporate Affairs) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020 read with Circular No. 02/2021 dated January 13, 2021, has permitted Companies to hold their Annual General Meeting (AGM) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) for the calendar year 2020 and 2021. In compliance with the applicable provisions of the Companies Act, 2013 (Act) read with aforesaid MCA circulars and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) the AGM of the Company is being conducted through Video Conferencing (VC) hereinafter called as “e-AGM”.

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1. E-AGM shall be conducted through VC / OAVM without the physical presence of the members at a common venue. Members can attend and participate at the ensuing AGM through VC / OAVM only. The venue of the AGM shall be deemed to be the registered office of the Company at 11, Camac Street, Kolkata – 700 017.

4. ONLY A MEMBER IS ENTITLED TO ATTEND AND VOTE AT THE AGM THROUGH VC / OAVM . In terms of provisions of Section 105 of the Companies Act, 2013, a Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself / herself and such proxy need not be a Member of the Company. Since, this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the e-AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM/EGM through VC/OAVM and cast their votes through e- voting .

1. The Company has appointed M/s. Central Depository Services (India) Limited (CDSL) to provide Video Conferencing facility for the Annual General Meeting and the attendant enablers for conducting of the e-AGM. The proceedings of the e-AGM will be web-casted live for all the shareholders who hold shares as on cut-off date i.e. Friday, 17[th] September, 2021. The shareholders can visit https://www.evotingindia.com and login through user id and password to watch the live proceedings of the e-AGM on Friday, 24[th] September, 2021 from 4.00 p.m. onwards. Further, the Company has also appointed CDSL as an authorized e-voting agency for facilitating members to vote on all the resolutions proposed in the Notice of AGM through electronic means. Members will have the option to cast their votes either 3 days prior to the date of AGM (Remote E-Voting) or during the AGM (E-Voting). The instructions to vote by remote e- voting and e-voting has been provided below.

2. The members can join the e-AGM 15 minutes before and after the scheduled time of the commencement of the e-AGM by following the procedure mentioned in this Notice. The facility to join the e-AGM will be made available for 1,000 members on first come first served basis. This will not include Large Shareholders (holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee, Auditors etc. who are allowed to attend the e-AGM without restriction on account of first come first served basis.

3. 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 at the e-AGM.

4. Pursuant to the provisions of Section 91 of the Act, the Register of Members and Share Transfer Books of the Company shall remain closed on all days from Friday, 17[th] September, 2021 to Friday, 24[th] September, 2021 (both days inclusive).

5. The attendance of the Members attending the e-AGM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

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1. The scanned copies of Directors’ and Key Managerial Personnel and their Shareholding maintained under Section 170 and Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Companies Act, 2013 will be available electronically for inspection by the members during the e-AGM.

2. Relevant documents referred to in the accompanying Notice are open for inspection by the Members through electronic mode, based on the request being sent at the email address of Company Secretary and Compliance Officer i.e. Ms. Sudha Jodhani at sudha_jodhani@yahoo.in or Managing Director, Mr. Giriraj Dammani at g_damani@rediffmail.com.

3. Members desiring any relevant information about the financial statements and/or operations of the Company are requested to write to the Company at least seven days in advance, so as to enable the Company to keep the information ready. Members can also email their queries at the email address of Company Secretary and Compliance Officer i.e. Ms. Sudha Jodhani at sudha_jodhani@yahoo.in or Managing Director, Mr. Giriraj Dammani at g_damani@rediffmail.com.

4. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company / RTA / Depositories. In line with the MCA Circular No. 17/2020 dated April 13, 2020, the Notice calling the e-AGM has been uploaded on the website of the Company at www.firstcustodianfund.com. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com or will be made available if a request is sent to the Company queries at the email address of Company Secretary and Compliance Officer i.e. Ms. Sudha Jodhani at sudha_jodhani@yahoo.in or Managing Director, Mr. Giriraj Dammani at g_damani@rediffmail.com. The Notice of AGM is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

5. Members holding shares in physical form can register their email with the Company / RTA by following the steps as mentioned below at instructions for Members for remote e-voting & voting at E-AGM. Members holding shares in demat form can register their email address with their Depository Participants.

6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Registrar and Share Transfer Agent of the Company i.e. M/s. Link Intime India Private Limited. Members may please note that SEBI has also made it mandatory for submission of PAN in the following cases, viz. (i) Deletion of name of the deceased shareholder(s), (ii) Transmission of shares to the legal heir(s) and (iii) Transposition of shares.

7. As per Regulation 40 of the SEBI (LODR) Regulations, 2015, as amended, securities of listed companies can only be transferred in demat form with effect from 01[st] April, 2019, except in

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case of request for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holding to demat form. Members can contact the Company or its Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited.

1. Members holding shares in electronic form are requested to intimate immediately, any change in their address or bank mandates to their Depository Participant(s) with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company or its Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited.

2. Members holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company, as permitted under Section 72 of the Act, are requested to submit details to the Registrar and Transfer Agents of the Company, in the prescribed Form SH – 13 for this purpose.

3. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses with the Company’s Registrar and Transfer Agents for receiving communication from the Company in electronic form. Members of the Company, who have registered their e-mail ID, are entitled to receive such communications in physical form upon request.

4. Information required under Regulation 36 (3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standard 2 on General Meeting relating to documents & information to the Shareholders with respect to the Director retiring by rotation and being eligible, seeking re-appointment is as under:

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Name Mr. Giriraj Dammani
Director Identification Number(DIN) 00333241
Date of Birth 24/05/1958
Nationality Indian
Date of Appointment on Board 13/07/2015
Qualifications B. Com
Shareholding in The First Custodian Fund (India) Limited Nil
Expertise in specific functional areas Finance and Administration
Relationships with other Director / Key Managerial Not related
Personnel
Number of meetings of the board attended during 5
the financial year (2020-21)
Directorships in other Public Limited Companies Nil
Memberships of Committees in other Public Limited Nil
Companies (includes only Audit & Shareholders /
Investors Grievances Committee)
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1. As the 35[th] AGM is being held through VC, Route Map is not annexed to the notice.

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INSTRUCTIONS FOR MEMBERS OPTING FOR REMOTE E-VOTING

INTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM/EGM AND JOINING MEETING THROUGH VC/OAVM ARE AS UNDER:

• i) The voting period begins on Tuesday, 21[st] September, 2021 at 09.00 a.m. and ends on Thursday, 23[rd] September, 2021 at 05.00 p.m. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date (record date) of Friday, 17[th] September, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings, both, applicable for Individual shareholders holding securities in Demat mode is given below:

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Type of
Login Method
shareholders
Individual 1) Users of who have opted for CDSL’s Easi / Easiest facility, can login through
Shareholders their existing user id and password. Option will be made available to reach e-
holding Voting page without any further authentication. The URLs for users to login to
securities in Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or
Demat mode www.cdslindia.com and click on Login icon and select New System Myeasi.
with CDSL
2) After successful login the Easi / Easiest user will be able to see the e-Voting
Menu. On clicking the e-voting menu, the user will be able to see his/her
holdings along with links of the respective e-Voting service provider i.e. CDSL/
NSDL / KARVY/ LINK INTIME as per information provided by Issuer / Company.
Additionally, we are providing links to e-Voting Service Providers, so that the
user can visit the e-Voting service providers’ site directly.
3) If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasi./Registration/ EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a link in www.cdslindia.com home page.
The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful authentication, user
will be provided links for the respective ESP where the e-Voting is in progress
during or before the AGM.
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
Individual
website of NSDL. Open web browser by typing the following URL: https://
Shareholders eservices.nsdl.com either on a Personal Computer or on a mobile. Once the
holding home page of e-Services is launched, click on the “Beneficial Owner” icon
securities in under “Login” which is available under ‘IDeAS’ section. A new screen will
open. You will have to enter your User ID and Password. After successful
demat mode
authentication, you will be able to see e-Voting services. Click on “Access to e-
with NSDL
Voting” under e-Voting services and you will be able to see e-Voting page.
Click on company name or e-Voting service provider name and you will be
re-directed to e-Voting service provider website for casting your vote during
the remote e-Voting period or joining virtual meeting & voting during the
meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or
click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ section. A new screen
will open. You will have to enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the meeting
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Individual
Shareholders You can also login using the login credentials of your demat account through
your Depository Participant registered with NSDL/CDSL for e-Voting facility. Af-
(holding
securities in ter successful login, you will be able to see e-Voting option. Once you click on e-
Voting option, you will be redirected to NSDL/CDSL Depository site after suc-
demat mode)
cessful authentication, wherein you can see e-Voting feature. Click on company
login through
their Deposi- name or e-Voting service provider name and you will be redirected to e-Voting
service provider’s website for casting your vote during the remote e-Voting pe-
tory Partici-
riod or joining virtual meeting & voting during the meeting.
pants
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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Login type Helpdesk details
Members facing any technical issue in login can
Individual Shareholders holding securities contact CDSL helpdesk by sending a request at
in Demat mode with CDSL helpdesk.evoting@cdslindia.comor contact at 022-
23058738 and 22-23058542-43.
Individual Shareholders holding securities Members facing any technical issue in login can con-
in Demat mode with NSDL tact NSDL helpdesk by sending a request at
evoting@nsdl.co.in or call at toll free no.: 1800 1020
990 and 1800 22 44 30
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• i) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders & shareholders holding shares in physical form.

• a) The shareholders should log on to the e-voting website www.evotingindia.com.

• b) Click on Shareholders.

• c) Now enter your User ID:

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID

• c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

• d) Next enter the Image Verification as displayed and Click on Login.

• e) 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.

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

1. The voting rights of Members shall be in proportion to the shares held by them on the Paid-Up

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PAN For Shareholders holding shares in Demat Form other than individual
shareholders and shareholders holding shares in physical form Enter
your 10-digit alpha-numeric PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders).
Members who have not updated their PAN with the Company/
Depository Participant are requested to use the sequence number sent
by Company/RTA or contact Company/RTA.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
Details as recorded in your demat account or in the company records in order
OR to login.
If both the details are not recorded with the depository or company
Date of Birth
please enter the member id / folio number in the Dividend Bank details
(DOB)
field as mentioned in instruction (v).
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• a) After entering these details appropriately, click on “SUBMIT” tab.

• b) Shareholders 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.

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

• d) Click on the EVSN for the “THE FIRST CUSTODIAN FUND (INDIA) LTD” on which you choose to vote.

• e) 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.

• f) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• g) 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.

• h) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• i) You can also take out print of the votes cast by clicking on “Click here to print” option on the Voting page.

• j) If 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.

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vi) Facility for Non – Individual Shareholders and Custodians –Remote E-Voting

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• 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 in the ‘Corporate’ module.

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• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

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• 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.

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• The list of accounts linked in the login should be emailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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• A scanned copy of the Board Resolution under Section 113 of the Companies Act, 2013 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.

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• Alternatively Non Individual shareholders are required to send the relevant Board Resolution under Section 113 of the Companies Act, 2013 / Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at shahpradipcs@gmail.com and to the Company at the email address viz; sudha_jodhani@yahoo.in or g_damani@rediffmail.com (designated email address by company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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COMMON INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e- voting.

3. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 2 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at g_damani@rediffmail.com or sudha_jodhani@yahoo.in. The members who do not wish to speak during the AGM but have queries may send their queries in advance atleast 2 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at g_damani@rediffmail.com or sudha_jodhani@yahoo.in. These queries will be replied to by the company suitably by email.

8. Those members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

10. Shareholders who have voted through Remote e-Voting will also be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

PROCESS FOR MEMBERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id .

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1. For Demat shareholders - please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to Company/RTA email id.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/ 43

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Other Instructions :

1. Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently.

2. The voting rights of Members shall be in proportion to the shares held by them on the Paid-Up Equity Share Capital of the Company as on Friday, 17[th] September, 2021 and as per the Register of Members of the Company.

3. The Board of Directors has appointed Mr. Pradip Shah, Partner, failing him, Mr. Punit Shah, Partner of M/s P. P. Shah & Co., Practicing Company Secretaries as a Scrutinizer to scrutinize the voting process in a fair and transparent manner.

4. The Scrutinizer shall, after the conclusion of e-Voting at the e-AGM, first download the votes cast at the e-AGM and then unblock the votes cast through remote e-Voting and shall make, a consolidated Scrutinizer’s Report. The results of the e-Voting will be declared by the Chairman or a person authorized by him in writing within 48 hours from the conclusion of the e-AGM.

5. The results shall be declared not later than 48 hours from conclusion of the AGM and the resolutions will be deemed to be passed on the e-AGM date subject to receipt of the requisite number of votes in favor of the Resolutions. The results declared along with the Scrutinizer’s Report will be placed on the website of the CDSL at www.evotingindia.com within 48 hours from the conclusion of the AGM and the same shall also be simultaneously communicated to BSE Limited, where the Equity Shares of the Company are listed and shall be displayed at the Registered Office of the Company.

By order of the Board For The First Custodian Fund (India) Limited

Giriraj Dammani Managing Director DIN: 00333241

Place: Mumbai Dated: 30[th] June, 2021

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ANNEXURE TO THE NOTICE

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

Item No. 3 – Re-Appointment of M/s. Vivek Khandor & Associates, Chartered Accountants as a Statutory Auditor.

M/s. Vivek Khandor & Associates, Chartered Accountants, Statutory Auditors of the Company were appointed at the 34[th] AGM held on 10[th] December, 2020 for the financial year 2020 – 21. The said term of Statutory Auditors will expire on the conclusion of 35[th] AGM. It is proposed to reappoint them for a further period of 1 year and accordingly, they shall hold the office from the conclusion of 35[th] AGM till the conclusion of 36[th] AGM.

Pursuant to Regulation 36 (5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the disclosures required for appointment / re-appointment of Auditor as a part of the explanatory statement to the notice are given below:

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Sr. Particulars Disclosure
No.
1. Name of Firm of Auditors M/s. Vivek Khandor & Associates (FRN: 133055W)
2. Name of Auditors Mr. Vivek Khandor (Membership No. 139388)
3. Financial year for which
2021 – 22
appointment is proposed
4. Proposed Fees payable Rs. 2,20,000/- + Applicable Taxes
5. Terms of appointment Appointment period is for one year as per above
mentioned fee. The provisions of SEBI circular bearing
reference no. CIR/CFD/CMD1/114/2019 dated 18 [th]
October, 2019 explaining the manner of resignation of
statutory auditors forms part of terms of statutory
auditors.
6. In case of new auditor any material The Company is re-appointing the same statutory
change in the fee payable to such auditor. Hence this disclosure is not applicable.
auditor from that paid to outgoing
auditor along with rationale for such
change.
7. Basis for recommendation for The Statutory Auditors have confirmed their eligibility
under Section 141 of the Companies Act, 2013 and the
appointment including the details in
Rules framed thereunder for re-appointment as statutory
relation to and credentials of the auditors of your Company. As required under Regulation
statutory auditor proposed to be 33 of SEBI (LODR) Regulations, 2015, they have also
confirmed that they hold a valid certificate issued by
appointed.
the Peer Review Board of the Institute of Chartered
Accountants of India.The Statutory Auditors have also
furnished a declaration confirming their independence
as well as their arm’s length relationship with your
Company as well as declaring that they have not taken
up any prohibited non-audit assignments for your
Company. The Board of Directors reviews the
independence of the statutory auditors and the
effectiveness of the audit process.Recommendation has
been received from the Board of Directors at the meeting
held on 30 [th] June, 2021 respectively.
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None of the Directors / Key Managerial Personnel of the Company are in any way, concerned or interested, directly or indirectly, financially or otherwise, in the Ordinary Resolution set out at Item No. 3 of the Notice, except to the extent of shareholding in the Company, if any.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 3 for your approval.

By order of the Board For The First Custodian Fund (India) Limited

Giriraj Dammani Managing Director DIN: 00333241

Place: Mumbai Dated: 30[th] June, 2021