FLOMIC GLOBAL LOGISTICS LIMITED — Proxy Solicitation & Information Statement 2020

Aug 21, 2020

VINADITYA TRADING COMPANY LIMITED CIN - L51900MH1981PLC024340

Regd. Office: 301, Span Land Mark,145 Andheri Kurla Road,Andheri East, India – 400093

Mumbai, Maharashtra Tel. No.: 022-67312345/67312300 Fax: +91-022-67312233

E-mail – info@aacs.in, website: www.vinaditya.com

August 21, 2020

To, The Relationship Manager

BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001

Dear Sir/ Madam,

Subject: Intimation of Extra Ordinary General Meeting and Remote e-voting.

Ref: Scrip Code: 504380

Dear Sir/Ma’am,

Pursuant to Regulation 30 of Listing Regulations and other applicable provisions of Listing Regulations, we wish to inform you that an Extraordinary General Meeting (“EGM”) of the Members of the Vinaditya Trading Co. Limited (“Company”) will be held on Thursday 10 September, 2020, at 5:00 P.M. at Registered office of the Company situated at 301, Span Land Mark,145 Andheri Kurla Road,Andheri East, India – 400093 Mumbai, Maharashtra, to transact the business listed in the EGM Notice dated August 19, 2020 convening the EGM along with the Explanatory Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) is enclosed herewith.

Electronic copies of the Notice of the EGM have been sent to Members whose email IDs are registered with the Company / Depositories and physical copies to all other Members at their registered address through permitted mode. The Notice is also available on the Company's website www.vinaditya.com.

Further, we also inform you that pursuant to the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, as amended, the Company is pleased to provide to its Members the facility to exercise their right to vote on Resolution proposed to be considered at the ensuing EGM by electronic means i.e. "Remote e-voting". Members who have already cast their vote through remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote at the EGM. The voting rights of Members shall be in the proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Sunday, August 16, 2020.

Kindly take the same on your records.

Thanking you,

Yours faithfully,

VINADITYA TRADING COMPANY LIMITED CIN - L51900MH1981PLC024340

Regd. Office: 301, Span Land Mark,145 Andheri Kurla Road,Andheri East, India – 400093 Mumbai, Maharashtra Tel. No.: 022-67312345/67312300 Fax: +91-022-67312233

E-mail – info@aacs.in, website: www.vinaditya.com

For Vinaditya Trading Co Ltd.

==> picture [166 x 36] intentionally omitted <==

Satyaprakash Satyanarayan Pathak Whole Time Director DIN:00884844

VINADITYA TRADING COMPANY LIMITED CIN: L51900MH1981PLC024340 Regd. Office: 301, Span Land Mark,145 Andheri Kurla Road,Andheri East, India – 400093 Mumbai, Maharashtra Tel. No.: 022-67312345/67312300 Fax: +91-022-67312233 E-mail – info@aacs.in, Website: www.vinaditya.com

NOTICE OF MEETING OF THE EQUITY SHAREHOLDERS OF VINADITYA TRADING CO LTD

Meeting	:	Extra Ordinary General Meeting for approval of Change of Name of the Company
Date	:	September 10 ,2020
Time	:	5.00p.m.
Venue	:	301, Span Land Mark,145 Andheri Kurla Road,Andheri East, India – 400093 Mumbai, Maharashtra

			POSTAL BALLOT AND REMOTE E-VOTING
Commencing on		:	September 07 at 9.00 am
Ending on		:	September 10,at 5.00pm
			INDEX
Sr. No			Contents	Page No
1.	Notice convening the meeting of the members of M/s Vinaditya Trading Company Limited under the provisions of Sections 4 (4) and section 13 and all other applicable provisions of the Companies Act,2013			1-4
2.	Postal Ballot and E-votingNotice			5-10
3.	Explanatory Statements pursuant to section 102ofthe CompaniesAct2013:Annexure A			11-12
4.	Certified True Copy of the Resolutions Passed by the Board for Change of Name and Object clause of the Company:Annexure B			13-14
5.	Attendance Slip,MGT-11 of the Meeting			15-16
6.	Postal Ballot Form with instructions and Business ReplyEnvelope			17-19

NOTICE CONVENING EXTRAORDINARY GENERAL MEETING OF THE EQUITY SHAREHOLDERS OF VINADITYA TRADING Co. COMPANY

To,

The Equity Shareholders of M/s Vinaditya Trading Co. Limited (‘the Company’)

NOTICE is hereby given to the members of Vinaditya Trading Co. Limited that an Extra Ordinary General Meeting will be held on dated September 10 2020 at 5.00 pm at 301, Span Land Mark,145 Andheri Kurla Road,Andheri East, India – 400093 Mumbai, Maharashtra to transact the following business of the Company:

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

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"RESOLVED THAT subject to the approval of the Registrar of Companies, Gujarat , SEBI, and all other relevant authorities governed by SEBI pursuant to Section 4(4) and section 13 and all other applicable provisions of the Companies Act, 2013 and rules thereon, the name of the Company be changed from ‘Vinaditya Trading Co. Limited’ to ‘’Flomic Global Logistics Limited as approved by the Registrar of Companies, Mumbai.

“RESOLVED FURTHER THAT the name ‘Vinaditya Trading Co. Limited’ wherever it appears in the Memorandum and Articles of Association, Documents, Contracts, etc. of the Company, be substituted by the new name ‘Flomic Global Logistics Limited .

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all the requisite, incidental, consequential steps to implement the above resolution and to perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, any question, query, or doubt that may arise in this regard, and to execute/publish all such notices, deeds, agreements, papers and writings as may be necessary and required for giving effect to this resolution.”

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

Alteration of Main Object Clause of the Company:

“RESOLVED THAT pursuant to Section 13(9) of the Company Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 and rules made under there under and subject to approval of the Registrar of Companies, Mumbai and all other relevant authorities governed by SEBI, if any, Company be and is hereby authorised to alter the Main Object clause by adding following new clause as 1B after the existing clause 1A of its Memorandum of Association, pursuant to scheme of amalgamation as approved by the Hon’ble National Company Law Tribunal.

“1B. To carry on the business of International Freight Forwarding, integrated Logistics, Custom house agency services, IATA Cargo Agency CFS container Freight Station. Warehousing, Transportation by Road, Rail, Air, Sea & Sea/Air, Break bulk, project cargo consolidation by Air & Sea, Import Export management consultancy services, Multimodal Transport System, Air Cargo, Sea Cargo, Air, Charters, Ship Charters, Sea Freight, Group age, Air Import Consolidators, Slot Charters booking and to own, purchase, charter, hire, repair assemble, alter, sell, exchange, let operate ships, boats and vessels, aircraft and other transports and conveyance of every description and to employ the same in the carriage or conveyance by land, sea, air or by a combination of any or all of them of passengers, merchandise, live-stock or any other produce in or between any places or ports in any part of the world and to establish, maintain and work, lines of ships, air services and lines of aerial communication and other transports and conveyances, supply chain solutions, exhibition and event logistic, third party logistics 3PL and fourth party logistics.

To carry on the business of establishing, organise, manage, run, charter, conduct, contract, develop, handle, own, operate and to do business as transporters in all Branches on land, air, water & space for transporting goods, articles, or thing on all routes & lines on national and international level subject to law in force through all sorts of carriers like, trucks lorries, trawlers, dumpers, coaches, tankers, tractors, haulers, jeep, traitors, motorbuses, omnibuses, motor taxis, railways, aircrafts, hovercrafts, space shuttles, ships, vessel, boat, barges whether propelled by petrol, diesel, electricity, stream, oil, atomic power or any other form of power and to act as commission agent, booking agent, indenting agent, travel agent, fleet owner, garage, owners, service station owners, cargo superintendent, cargo owners, stevedore, loading & unloading, contractors, cartage contractors, C & F agent, ropeway owners, liasioners, middleman, mukadam, munshi, storekeeper, warehouser, courier, conductors, charterers and cab owners.

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“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all the requisite, incidental, consequential steps to implement the above resolution and to perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, any question, query, or doubt that may arise in this regard, and to execute/publish all such notices, deeds, agreements, papers and writings as may be necessary and required for giving effect to this resolution.”

.

For Vinaditya Trading Co. Ltd

Sd/Mr. Satyaprakash Pathak Chairman appointed for the meeting

Dated this 18[th] Day of August, 2020

Notes:

1. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013 is annexed hereto and forms part of this notice.

2. All alterations made in the Form of Proxy should be initialed.

3. Only registered Equity Shareholders of the Applicant Company may attend and vote (either in person or by proxy or by Authorised Representative under Sections 112 and 113 of the Companies Act, 2013) at the Equity shareholders’ meeting. The Authorised Representative of a body corporate which is a registered Equity Shareholder of the Company may attend and vote at the Equity Shareholders’ meeting provided a certified true copy of the resolution of the Board of Directors under Section 113 of the Companies Act, 2013 or other governing body of the body corporate authorizing such representative to attend and vote at the Equity Shareholders’ meeting is deposited at the Registered Office of the Applicant Company not later than 48 hours before the meeting.

4. The quorum of the meeting of the equity shareholders of the Company shall be as prescribed under Section 103 of the Companies Act, 2013 i.e. Five members personally present.

5. A person can act as a proxy on behalf of the members not exceeding 50 and holding in the aggregate, not more than 10% of the total share capital of the Company carrying voting rights. Provided that 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 proxy for any other person or shareholder as provided under Rule 19 of the Companies (Management and Administration) Rules, 2014.

6. The Notice is being sent to all the equity shareholders, whose names appear in the records of the Company as on August 16, 2020. This notice of the meeting of the equity shareholders of the Company along with the relevant documents are placed on the website of the Company at www.vinaditya.com. The Explanatory statement and reasons for the proposed resolution pursuant to Section 61 , setting out material facts are annexed hereto.

7. Postal Ballot, e-Voting rights and physical voting at the venue of the meeting shall be reckoned on the paid-up value of the equity shares registered in the name of members as on August 16, 2020, i.e. the cut-off date for determining shareholders eligible for voting for the meeting of the equity shareholders.

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1. Only registered equity shareholders of the Company may attend (in person or by proxy) and vote at the Meeting of the equity shareholders.

2. The votes cast by the public shareholders by way of postal ballot or e-voting will be taken into consideration for declaration of the results of the Meeting of the equity shareholders.

3. A registered shareholder or his proxy is requested to bring a copy of the notice to the meeting, and produce it at the entrance of the meeting venue, along with the attendance slip duly completed and signed.

4. Registered shareholders who hold shares in dematerialized form are requested to bring their Client ID and DP ID for easy identification.

5. The Notice convening the aforesaid meeting will be published through advertisement in Free Press Journal (Mumbai edition) in English language and translation thereof in Navshakti (Mumbai edition) in Marathi language, having wide circulation in the district where the registered office of the Company is situated.

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NOTICE OF POSTAL BALLOT AND E-VOTING

[NOTICE PURSUANT TO AND 110 OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMNENT AND ADMINISTRATION) RULES, 2014 AND REGULATION 44 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (“SEBI LODR REGULATIONS”)]

To,

The Equity Shareholders of Vinaditya Trading Co. Ltd. (“ Company ”)

NOTICE is hereby given to the Equity Shareholders of Vinaditya Trading Co. Ltd pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 22 Of The Companies (Management And Administration) Rules, 2014 (“Rules”) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) (including any statutory modification or re-enactment thereof for the time being in force) to consider, and if thought fit, approve the Change of name and object of the Company Ltd and to pass the Resolution set out below in this Notice through Postal Ballot and E-voting.

In addition to the Meeting, the Company also seeks the approval of its Equity Shareholders for Change of name and object of the Company by way of Postal Ballot and E-Voting pursuant to applicable provisions of the Act read with the Rules (including any statutory modification or re-enactment thereof for the time being in force), the resolution shall be acted upon only if the votes cast by the public shareholders of the Applicant Company in favour of the proposal are more than the valid votes cast by the public shareholders against the proposal. Further in terms of SEBI Circular, the Promoter and Promoter Group, Subsidiaries and associate of the Company are not entitled to vote by the Postal Ballot or E-voting.

The Board has appointed Mr. Mohammed Aabid (FCS:6579 ) Practicing Company Secretary, as the Scrutinizers for conducting the Postal Ballot and E-Voting process in a fair and transparent manner and for giving consolidated reports on e- voting, postal ballot voting and voting at the venue of the meeting.

You are requested to carefully read the instructions printed on the Postal Ballot Form, record your assent (for) or dissent (against) therein and return the same in original duly completed in the attached self-addressed, postage prepaid envelope (if posted in India) so as to

the Scrutinizer not later than September 10, 2020. The voting through postal ballot and e voting under the SEBI Circular shall remain open for 3 days from September 07, 2020 (9:00 am) to September 10, 2020 (till 5:00 p.m.).

The Scrutinizer will submit his Consolidated Report to the chairperson of the meeting after completion of the scrutiny of the Postal Ballots including E-voting and the votes cast at the meeting.

The result of the Postal Ballot including E-voting and voting at the venue of the meeting would be announced by the chairperson of the Meeting within 48 hours of the conclusion of the meeting.

The said result would be displayed at the Registered Office of the Company and intimated to the BSE Limited where the Company’s shares are listed and displayed along with the Scrutinizer’s report on the Company’s website viz. www.vinaditya.com.

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NOTES FOR POSTAL BALLOT & E-VOTING:

A. Notes for Postal Ballot :

1. A copy of the said change of name and alteration in object clause of the Company and Explanatory Statement under Section 102 of the Companies Act, 2013 read with Rule 22 Of The Companies (Managemnent And Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) is being sent to you for your consideration.

2. The Postal Ballot Form together with self-addressed postage pre-paid Business Reply Envelope is enclosed for use of the member(s).

3. The accompanying Postal Ballot Notice is being sent to all the members whose names appear in the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited and Central Depository Services (India) Limited as on the close of business hours on Accordingly, the Members whose names appear in the Register of Members /List of Beneficial Owners as on August 16, 2020 (“cut-off date”) will be reckoned for the purpose of voting.

4. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of Members as on August 16, 2020 i.e. the cut-off date for dispatch of Postal Ballot Notice.

5. In case of shares held by Companies, Institutional Members (FPIs / Foreign Institutional Investors / Trust / Mutual Funds / Banks etc.), duly completed Postal Ballot Form should also be accompanied by a certified true copy of the Board Resolution / Other Authority Letter together with the attested specimen signatures of the duly authorized person exercising the voting by Postal Ballot.

6. A Member cannot exercise his / her vote through proxy on postal ballot.

7. If Postal Ballot Form is sent using the Business Reply Envelope, the postage will be sent by the Company. However, any other envelopes containing Postal Ballots, if sent by Courier or Registered/ Speed post at the expense of the members will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the self-addressed Business Reply Envelope.

8. The duly completed Postal Ballot Form(s) should reach the Scrutinizer not later than _5 00 p.m. on 10[th] September 2020, to be eligible for being considered, failing which, it will be strictly considered that no reply has been received from the member.

9. The Postal Ballot Notice will be uploaded on the Company's website viz., www.vinaditya.com and on the website of CDSL viz., www.evoting.cdsl.com

10. Resolution passed by the members through Postal Ballot shall be deemed to have been passed as if they have been passed at the Meeting of the members.

11. All the relevant documents referred to in the Explanatory Statement are open for inspection at the Registered Office of the Company between 11.00 a.m. to 1.00 p.m. on any working day (except Saturdays, Sundays and Public Holidays) upto one day prior to the date of the meeting.

12. Member(s) can opt only for one mode of voting. If a member has opted for e-voting, then he / she should not vote by Postal Ballot and vice-versa. However, in case members cast their vote both via Postal Ballot and e-voting, then voting through e-voting shall prevail and voting done by Postal Ballot shall be treated as invalid, notwithstanding whichever is cast first.

A. INSTRUCTIONS FOR POSTAL BALLOT:

1. A Shareholder desiring to exercise vote by Postal Ballot may complete Postal Ballot Form (no other form or photocopy thereof is permitted) and send it to the Scrutinizer, Mr. Mohammed Aabid, Practicing Company Secretary (Membership No. FCS 6579) in the enclosed self-addressed postage prepaid envelope. Postage will be borne and paid by the Company. However, Postal Ballot Form(s), if deposited in person or if sent by Courier or Registered / Speed post at the expense of the Shareholder will also be accepted.

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1. The self-addressed postage prepaid envelope bears the name and address of the Scrutinizer appointed by the Board.

2. Postal Ballot Form should be completed and signed by the Shareholder (as per the specimen signature registered with the Company / Depository Participants). In case of joint holding, this Form should be completed and signed by the first named Shareholder and in his / her absence, by the next named Shareholder.

3. The consent must be accorded by recording the assent in the column 'FOR' and dissent in the column 'AGAINST' by placing (3) in the appropriate column.

4. Members desiring to exercise their vote by Postal Ballot are requested to carefully read the instructions printed on the Form. Duly completed Postal Ballot Form should reach the Scrutinizer on or before 5:00 p.m. on September 10, 2020. All Postal Ballot Forms received after this date will be strictly treated as if the reply from such shareholder has not been received.

5. There will be only one Postal Ballot Form for every Folio / Client ID irrespective of the number of joint shareholder(s).

6. A Shareholder may request for a duplicate Postal Ballot Form, if so required. However, the duly completed duplicate Postal Ballot Form should reach the Scrutinizer not later than the last date of receipt of Postal Ballot Form, i.e. on or before 5: 00 p.m. on September 10, 2020.

7. Shareholders are requested not to send any other paper along with the Postal Ballot Form, as all such forms will be sent to the Scrutinizer and any extraneous paper found would be destroyed by the Scrutinizer.

8. The Scrutinizer's decision on the validity of a Postal Ballot Form will be final and binding.

9. Incomplete, unsigned or incorrect Postal Ballot Forms will be rejected.

10. A Postal Ballot Form shall be considered invalid if: (a) A form other than one issued by the company has been used; (b) It has not been signed by or on behalf of the member; (c) Signature on the Postal Ballot Form doesn't match the specimen signatures with the company; (d) It is not possible to determine without any doubt the assent or dissent of the member; (e) Neither assent nor dissent is mentioned; (f) Any competent authority has given directions in writing to the company to freeze the Voting Rights of the member; (g) The envelope containing the Postal Ballot Form is received after 5.00 p.m. on the last date of voting i.e. September 10, 2020; (h) The Postal Ballot Form, signed in a representative capacity, is not accompanied by a certified true copy of the relevant specific authority; (i) It is defaced or mutilated in such a way that its identity as a genuine form cannot be established; (j) Member has made any amendment to the Resolution or imposed any condition while exercising his vote.

B. NOTES FOR E-VOTING:

1. In compliance with provisions of Section 108 and 61 of the Companies Act, 2013, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) the Company is pleased to offer e-voting facility as an alternative through E-voting services provided by Central Depository Services Limited (CDSL), for its members to enable them to cast their votes electronically instead of dispatching Postal Ballot Form.

2. The e-voting period commences on September 07, 2020 (9:00 am) to September 10, 2020 (till 5:00 p.m.). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date which shall be August 16,2020 may cast their vote electronically and any recipient of this notice who has no voting rights as on the aforesaid date should treat the same as intimation only. The E-Voting module shall be disabled by CDSL for voting thereafter.

3. For the purpose of dispatch of this Notice, Shareholders of the Company holding shares either in physical form or in dematerialized form as on August 16,2020, have been considered.

4. The voting rights of members shall be in proportion to their shares in the Paid-up Equity Share Capital of the Applicant Company as on cut-off date.

5. In case Members cast their vote both via Postal Ballot and e-voting, then voting through e-voting shall prevail and voting done by Postal Ballot shall be treated as invalid, notwithstanding whichever is cast first.

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1. Mr Mohammed Aabid, Practicing Company Secretary (Membership No.FCS:6579 ) has been appointed as the Scrutinizer to scrutinize the E-voting and Postal Ballot process in a fair and transparent manner and for giving consolidated reports on e-voting, postal ballot voting and voting at the venue of the meeting.

2. C. The instructions for Shareholders voting electronically (E-voting) are as under:

3. i. In compliance with provisions of Section 108 of the Companies Act, 2013 read with the Rule 20 of the Companies (Management and Administration) Rules, 2014, the Applicant Company is pleased to offer E- Voting facility as an alternate mode of voting, for its Equity Shareholders, to enable them to cast their votes electronically. E-Voting is optional. For this purpose, necessary arrangements have been made with Central Depository Services Limited (CSDL) to facilitate e-Voting.

4. ii. The facility for voting through poll shall be made available at the meeting and the member(s) attending the meeting who have not cast their vote by remote e-voting shall be entitled to cast their vote at the meeting through poll. No voting by show of hands will be allowed at the Meeting. Please note that the member may participate in the meeting even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the meeting.

5. iii. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

6. iv. The remote e-voting period commences on September 07, 2020 (9:00 am) to September 10, 2020 (till 5:00 p.m.). During this period, member(s) of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of August 16,2020 may cast their vote by remote e-voting. The remote e-voting module shall be disabled 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.

v. The instructions for shareholders voting electronically are as under:

• (i) The voting period begins on and ends on . During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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

• (iii) Click on Shareholders / Members

• (iv) 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.

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

• (vi) 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.

• (vii) If you are a first time user follow the steps given below:

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• (viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (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 for the relevant on which you choose to vote.

• (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.

• (xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xiii) After selecting Afxiii) 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.

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

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

• (xvi) If a demat account holder has forgotten the changed password then Enter the User ID and the image verification 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 available for android based mobiles. 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

	N For Members holding shares in Demat Form and Physical Form
PAN	o n - I n d i v i 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 first two letters of their name and the 8 digits of the sequence number in the PAN field.  In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Dividend Bank Details ORDate of Birth (DOB)	d u a l Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

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.

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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.

  - 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 helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

  - A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• (xix) 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 section or write an email to helpdesk.evoting@cdslindia.com

• Any person, who acquires shares of the Company and becomes the member of the Company after dispatch of the Notice of the meeting and holding shares as of the cut-off date August 16,2020 may follow the same procedure as mentioned above for remote e-voting.

• The Scrutinizer shall after the conclusion of voting at the General Meeting, count the votes cast at the Meeting in the presence of at least two witnesses not in the employment of the Company and shall make not later than 48 hours of the conclusion of the meeting a Consolidated Scrutinizer’s Report of the total votes cast in favour or against and invalid votes if any, forward to the Chairman of the Meeting, who shall countersign the same and declare the result of the voting forthwith.

• The Scrutinizer will submit his report to the Chairman after completion of the scrutiny. The result of the voting on the Resolution at the Meeting shall be announced by the Chairman immediately after the results are declared.

• The results declared along with the Scrutinizer’s report, will be posted on the website of the Company www.vinaditya.com and will be displayed on the Notice Board of the Company at its Registered Office immediately after the declaration of the result by the Chairman.

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ANNEXTURE- A

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

1. Change of Name of the Company.

The Hon’ble National Company Law Tribunal approved the scheme of Amalgamation between Vinaditya Trading Co. Limited (Transferee Company) and Flomic Freight Services Private Limited and its shareholders and creditors on dated 10[th] January 2020 which was attached with the name application and pursuant to clause number 17 of the scheme there is specifically mentioned consequent to the amalgamation and upon the scheme becoming effective, the name of the Transferee Company shall be changed to “Flomic Global Logistics Limited “or such other name as may be approved by Registrar of Companies Mumbai .

The Hon’ble National Company Law Tribunal Mumbai Bench vide their order dated 10[th] January 2020 approved the scheme of amalgamation as a part of the said order pursuant to Sections 230- 232 of the Companies Act,2013 and other applicable provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Considering all the facts, the Board members decided to change its name from ‘ Vinaditya Trading Co. Limited’ to `Flomic Global Logistics Limited’, as approved by the Board members in their meeting held on 21[st ] February, 2020. After completing various other formalities of intimating to BSE, and such other authorities governed by the SEBI, the Company has approached Registrar of Companies, Ministry of Corporate Affairs (MCA) for reservation of this new name. The MCA has granted in principle approval and reserved this name through their letter dated 29[th] July ,2020, subject to approval of members and filing of necessary documents/papers with the MCA authority.

Your Board of Directors recommends the Resolutions as set out, for your approval as a Special resolution.

None of the Directors of the Company or key managerial personnel or their relatives is, in any way, concerned or interested in the resolution.

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2. Alteration of Main Object Clause of the Company

Due to approval of scheme of amalgamation between Vinaditya Trading Co. Limited (Transferee Company) and Flomic Freight Services Private Limited and its shareholders and creditors on dated 10[th] January 2020, transferee Company has changed its main object clause .The Company is now free to carry out its own activities and expand its business. Considering the present scenario and for smooth functioning and expansion of the Company, new business objects need to be included apart from the existing business objects. Considering the future business plans, ew objects is added to existing Memorandum of Association of the Company. In order to make the main object clause of the Memorandum of Association comprehensive and concise, it is proposed to insert the new object clause B1 in the Memorandum of Association, after the existing Main Object clause 1A as stated in the resolution.

The approval of the members of the company is required, by way of special resolution pursuant to section 13 of the Companies Act, 2013; accordingly the Board recommended the relevant resolution for the approval of members.

None of the Directors of the Company or key managerial personnel or their relatives is, in any way, concerned or interested in the resolution.

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ANNEXTURE- B

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF VINADITYA TRADING COMPANY LTD HELD ON 10[TH] DAY OF SEPTEMBER, 2020 AT 301, SPAN LAND MARK,145 ANDHERI KURLA ROAD,ANDHERI EAST, INDIA – 400093 MUMBAI, MAHARASHTRA INDIA AT 5 PM

Item No.1

"RESOLVED THAT subject to the approval of the Registrar of Companies, Gujarat , SEBI, and all other relevant authorities governed by SEBI pursuant to Section 4(4) and section 13 and all other applicable provisions of the Companies Act, 2013 and rules thereon, the name of the Company be changed from ‘Vinaditya Trading Co. Limited’ to ‘’Flomic Global Logistics Limited as approved by the Registrar of Companies, Mumbai.

“RESOLVED FURTHER THAT the name ‘Vinaditya Trading Co. Limited’ wherever it appears in the Memorandum and Articles of Association, Documents, Contracts, etc. of the Company, be substituted by the new name ‘Flomic Global Logistics Limited .

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all the requisite, incidental, consequential steps to implement the above resolution and to perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, any question, query, or doubt that may arise in this regard, and to execute/publish all such notices, deeds, agreements, papers and writings as may be necessary and required for giving effect to this resolution.”

Item No. 2

“RESOLVED THAT pursuant to Section 13(9) of the Company Act, 2013 and all other applicable provisions, if any, of the Companies Act, 2013 and rules made under there under and subject to approval of the Registrar of Companies, Mumbai and all other relevant authorities governed by SEBI, if any, Company be and is hereby authorised to alter the Main Object clause by adding following new clause as 1B after the existing clause 1A of its Memorandum of Association, pursuant to scheme of amalgamation as approved by the Hon’ble National Company Law Tribunal.

“1B. To carry on the business of International Freight Forwarding, integrated Logistics, Custom house agency services,IATA Cargo Agency CFS container Freight Station. Warehousing, Transportation by Road, Rail, Air, Sea & Sea/Air, Break bulk, project cargo consolidation by Air & Sea, Import Export management consultancy services, Multimodal Transport System, Air Cargo, Sea Cargo, Air, Charters, Ship Charters, Sea Freight, Group age, Air Import Consolidators, Slot Charters booking and to own, purchase, charter, hire, repair assemble, alter, sell, exchange, let operate ships, boats and vessels, aircraft and other transports and conveyance of every description and to employ the same in the carriage or conveyance by land, sea, air or by a combination of any or all of them of passengers, merchandise, live-stock or any other produce in or between any places or ports in any part of the world and to establish, maintain and work, lines of ships, air services and lines of aerial communication and other transports and conveyances, supply chain solutions, exhibition and event logistic, third party logistics 3PL and fourth party logistics.”

To carry on the business of establishing, organise, manage, run, charter, conduct, contract, develop, handle, own, operate and to do business as transporters in all Branches on land, air, water & space for transporting goods, articles, or thing on all routes & lines on national and international level subject to law in force through all sorts of carriers like, trucks lorries,

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trawlers, dumpers, coaches, tankers, tractors, haulers, jeep, traitors, motorbuses, omnibuses, motor taxis, railways, aircrafts, hovercrafts, space shuttles, ships, vessel, boat, barges whether propelled by petrol, diesel, electricity, stream, oil, atomic power or any other form of power and to act as commission agent, booking agent, indenting agent, travel agent, fleet owner, garage, owners, service station owners, cargo superintendent, cargo owners, stevedore, loading & unloading, contractors, cartage contractors, C & F agent, ropeway owners, liasioners, middleman, mukadam, munshi, storekeeper, warehouser, courier, conductors, charterers and cab owners.

“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all the requisite, incidental, consequential steps to implement the above resolution and to perform all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, any question, query, or doubt that may arise in this regard, and to execute/publish all such notices, deeds, agreements, papers and writings as may be necessary and required for giving effect to this resolution.

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Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered
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Off f C 48 f f
ATTENDANCE SLIP
VINADITYA TARDING COMPANY LIMITED
DP ID & Client ID / Folio No: No. of Shares: I certify that I am a registered shareholder
/ proxy for the registered shareholder of the Company (Member's/ Proxy's name and address in block letters to be furnished
I hereby record my presence at the Extra Ordinary General meeting of the Company of Vinaditya Tarding Company Limited Monday the 10 [th ] day of
–
September, 2020 At 5:00 pm at 301, Span Land Mark,145 Andheri Kurla Road,Andheri East, India 400093 Mumbai, Maharashtra , India
(Member's/Proxy's name in Block Letters) (Member's/Proxy's Signature)
Note: Please fill in this attendance slip and hand it over at the entrance of the place of meeting.
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Form No.

MGT-11 Proxy form

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

CIN: L51900MH1981PLC024340 Name of the company: Vinaditya Trading Company Limited Registered office: Room no. 301, Span Land Mark,145 Andheri Kurla Road,Andheri East, India – 400093 Mumbai,.

Name of the member (s): Registered address: E-mail Id: Folio No/ Client Id: DP ID: I/We, being the holder (s) of ................... shares of the above named company, hereby appoint

1. Name: …………………… Address: E-mail Id: Signature: .................... , or failing him

2. Name: …………………… Address: E-mail Id: Signature: .................... , or failing him

3. Name: …………………… Address: E-mail Id: 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 for the following purpose to be held on Thursday the 10[th ] day of September, 2020 At 5:00 pm at the registered office of the company and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

i) To receive, consider and approve Change of name of the Company from Vinaditya Trading Co. Limited to Flomic Global Logistics Limited.

ii) To consider and approve change in object of the Company.

iii) ;

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Signed this…… day of……… 20…. Stamp Signature of shareholder Signature of Proxy holder(s)

Affix Revenue

Postal Ballot Form

Postal Ballot No.:

1. Name and Registered Address of the: sole / first named Member

2. Name(s) of Joint-Holder(s), if any :

3. Registered Folio No. /DP ID No.* :

/Client ID No. (Applicable

to Members holding shares

in dematerialized form)

1. Number of equity shares held :

2. I/We hereby exercise my / our vote in respect of the under mentioned resolutions to be passed through Postal Ballot as stated in the Notice dated September 07, 2020 of the Company by sending my / our assent or dissent to the said Resolution by placing the tick ( √ ) mark in the appropriate box below:

or dis	sent to the said Resolution by placin	g the tick (√) mark in t	he appropriate box bel	ow:
Item No.	Brief Particulars of the Resolution	No. of Shares	I/We assent to the Resolution (FOR)	I/We assent to the Resolution (FOR)
1	Approval for Change of Name of the Company pursuant to Section 4(4) and section 13 and all other applicable provisions of the Companies Act, 2013 and rules thereon
2.	Approval for Alteration of Main Object Clause of the Company
Place:

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Date:

____ Signature of Shareholder

ELECTRONIC VOTING PARTICULARS

(Applicable for individual members only)

EVSN

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Default PAN
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(E-Voting Sequence Number) 180118005

*Applicable for those who have not registered their PAN

Notes :

i) If the voting rights are exercised electronically, there is no need to use this form.

ii) Please read carefully the instructions printed overleaf before exercising your vote.

This postal ballot form duly filled and signed should reach the Scrutinizer not later than 48 hours (IST) on September 10, 2020.

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Instructions

1. A Member desiring to exercise vote by postal ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the attached postage-prepaid self-addressed Business Reply Envelope. Postage will be borne and paid by the Company. However, envelopes containing postal ballots, if deposited in person or sent by courier / speed post at the expense of the Member, will also be accepted.

2. Alternatively, a Member may vote through electronic mode as per the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith.

3. The postal Ballot and evoting shall commence on September 07, 2020 (9:00 am) to September 10, 2020 (till 5:00 p.m.).

4. During the self-addressed envelope bears the name of the Scrutinizer appointed by the Board of Directors of the Company.

5. This form should be completed and signed by the Member. In case of joint holding, this form should be completed and signed (as per the specimen signature registered with the Company) by the first-named Member and in his / her absence, by the next-named Member.

6. Consent must be accorded by placing a tick mark [ ‘I assent to the resolution’, in the column,‘I dissent to the resolution’.

7. The votes of a Member will be considered invalid on any of the following grounds:

8. a. unsigned Postal Ballot Forms will be rejected;

9. b. if the Member’s signature does not tally;

10. c. if the Member has marked his / her / its vote both for ‘Assent’ and also for ‘Dissent’ to the ‘Resolution’ in such a manner that the aggregate Shares voted for ‘Assent’ and ‘Dissent’ exceeds total number of Shares held;

11. d. if the Postal Ballot Form is unsigned, incomplete or incorrectly filled;

12. e. if the Postal Ballot Form is received torn or defaced or mutilated such that it is difficult for the Scrutinizer to identify either the Member or the number of votes, or whether the votes are for ‘Assent’ or‘ Dissent’, or if the signature could not be verified, or one or more of the above grounds.

13. Duly completed Postal Ballot Forms should reach the Scrutinizer on or before September 10, 2020 at 5 p.m. If any Postal Ballot Form is received after this date, it will be considered that no reply from such Member has been received.

14. A Member may request for a duplicate Postal Ballot Form, if so required. However, the duly filled-in duplicate Postal Ballot Forms should reach the Scrutinizer no later than the date specified in Item (7) above.

15. In case of shares held by Companies, Trusts, Societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board Resolution / Power of Attorney/ attested specimen signatures etc. In case of electronic voting, documents such as the certified true copy of Board Resolution / Power of Attorney, along with attested specimen signatures, should be mailed to the Scrutinizer at info@aacs.in, with a copy marked to

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secretarial@cdslindia.com or deposited at the registered office of the Company.

1. Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed self-addressed postage-prepaid envelopes in as much as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelopes would be destroyed by the Scrutinizer and the Company would not be able to act on the same.

2. A Member need not use all his / her votes nor does he / she need to cast his / her votes in the same way.

3. Voting rights shall be reckoned on the paid-up value of the shares registered in the name of the Member on the relevant date, i.e. August 16, 2020.

4. The Scrutinizer’s decision on the validity of the postal ballot shall be final.

5. Only a Member entitled to vote is entitled to fill in the Postal Ballot Form and send it to the Scrutinizer, and any recipient of the Notice who has no voting right should treat the Notice as an intimation only.

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