Ganges Securities Ltd. — AGM Information 2018

Aug 31, 2018

GANGES SECURITIES LIMITED

CIN — L74120UP2015PLC069869 REGD. OFFICE -P.O. HARGAON, DIST SITAPUR (U.P.), PIN — 261 121 Phone No. (05862) 256220-221; Fax No.: (05862) 256 225 E-mail birlasugar@birla-sugar.com; Website-www.birla-sugar.com

GANGES/SE/20l 8-19/23 August 29, 2018

TheManagerListingDepartmentIndiaofStockNationalExchangeLimitedPlaza''ExchangeGC -Block1,Bandra—Kurla ComplexBandra(E)	TheManagerDepartmentListingBSE Ltd.lstNewTradingRingFloor,RotundaBuildingTowersR].FortDalalStreet,Mumbai—400 001	TheSecretaryStockCalcuttaTheLtd.ExchangeRange7, LyonsKolkata700 001
Mumbai400051GANGESSECUSymbol:	Code:540647Security	Code:17434Scrip

Sub: Intimation of Book Closure, e—voting and the ensuing Annual General Meeting (AGM)

Dear Sir,

This is to inform you that the 4th Annual General Meeting (AGM) of the Company will be held on Tuesday, September 25, 2018 at the Registered Office of the Company at PO. Hargaon , District - Sitapur, Uttar Pradesh — 261 121 at 10.30 AM.

The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 18, 201.8 to Tuesday, September 25, 2018 (both days inclusive) for the purpose of the ensuing 4th Annual. General Meeting of the Company, being convened to consider the business as set out in the Notice of the 4th AGM dated .ix-I'lay '14-, 2018. Copy of Notice convening the AGM is enclosed herewith for your records.

The. Cut—off date for ascertaining the members who shall be eligible to cast vote thrmigh the process of evvoting on the resolutions covered by the aforesaid AGM Notice is September 18, 2018.

We are also arranging to upload the Notice of AGM on the Company's website www.birla-s ugarcom /wwwgangesseccom.

Thanking you

Yours faithfully, For Ganges Securities Limited

/

Vijaya Agarwala Company Secretary ACS 38658

Encl: a/a

Ganges Securities Limited

CIN: L74120UP2015PLC069869 Registered Office: PO. Hargaon, Dist. Sitapur (U.P.), Pin: 261 121 Email: birlasugar@birla—sugar.com | Website: www.birla—sugar.com Telephone: +91 5862 256220 Fax: +91 5862 256225

NOTICE

Notice is hereby given that the Fourth Annual General Meeting ('AGM') of the members of GANGES SECURITIES LIMITED will be held on Tuesday, September 25, 2018 at 10.30 A.M., at the Registered Office of the Company, at PO Hargaon, District— Sitapur, PIN — 261 121,to transact thefollowmg busmesses:

• • a) the Audited Standalone Financial Statements of the For Ganges Securities Limited Company for the year ended March 31, 2018 and the Place : Kolkata Vijaya Agarwala Reports ofthe Directors'and Auditor's thereon. Dated: 14th May, 2018 Company Secretary
• b) the Audited Consolidated Financial Statements of the Company forthe year ended March 31,2018and the Reports ofthe Directors'and Auditor's thereon.
• 1. To elect a Director in place of Mr. Chandra Shekhar Nopany (DIN: 00014587), who retires by rotation and, being Ordinary Business eligible, offers himselffor re—appointment.

1' To receive, consider and adopt: By Order ofthe Board of Directors

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE 4- INSTEAD OF HIMSELF / HERSELF AND SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not 5_ more than ten percent (10%) of the total share capital of the Company carrying voting rights. A member holding more than ten percent (10%) of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as a proxy for any other person or shareholder.

1. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 (forty eight) hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalfofthe companies, body(ies) corporate, societies etc., must be supported by an appropriate resolution/authority, as applicable.

• Notes; 3. Proxy holder shall prove his identity at the time of attending the Meeting. A Proxy Form which does not state the name ofthe Proxy shall be considered invalid.

  • The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business to be transacted at the meeting, is annexed hereto.
  • Corporate members intending to send their authorised representatives to attend the Meeting are requested to send a certified copy of the Board Resolution to the Company authorising their representative to attend and vote on their behalf at the Meeting.
  • Additional information, pursuant to Section 196 (4) of the Companies Act, 201 3, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard—2, with respect to Directors seeking re—appointment/appointment in the forthcoming Annual General Meeting forms part of the Notice.
  • Members are requested to bring their attendance slip along with their copy of the Annual Report to the Meeting.

• The Register of the Members and Share Transfer Books of the Company will remain closed from Tuesday, September 18, 2018 to Tuesday, September 25, 2018 (both days inclusive), for the purpose of Annual General Meeting.

• Members are requested to notify the change in their addresses, if any, to the Company or its Registrar & Share Transfer Agent. Members holding shares in dematerialised form should send the above information to their Depository Participants ('DPs').

• 1. In all correspondence with the Company/Registrar & Share Transfer Agent the Members are requested to quote their accounts/folio numbers and in case their shares are held in the dematerialized form their Client ID Number and DP ID Number.
• 1. In terms of the provisions of Section 72 of the Companies Act, 2013, nomination facility is available to individual shareholders in respect of shares held by them in physical form. The Nomination Form can be obtained for the purpose from the Company/Registrar & Share Transfer Agent. Members holding shares in electronic form have to approach their DPs for completing the nomination formalities.

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 the PAN to their respective Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / Registrar and Share Transfer Agent

• 1. The Statement of Profit and Loss for the financial year ended 31st March, 2018, the Balance Sheet (including consolidated financial statements) as at that date, the Auditors' Report, the Directors' Report and all other documents annexed or attached thereto and circulated to the Members of the Company along with this Notice are also available in physical/electronic form for inspection by the Members at the Registered Office of the Company between 11.00 am. and 1.00 pm. on all working days up to this AGM.
• 1. Members who wish to obtain information on the Company

or view the Accounts for the financial year ended 31st March, 2018 may visit the Company's website www.birla sugar.com /www.gangessec.com or send their queries at least 10 (ten) days in advance before the AGM to the of the Company.

1. In accordance with the provisions of Section 136 of the Companies Act, 201 3, the Company will provide a separate copy of audited financial statements in respect of each of its subsidiaries, to any shareholder of the Company on making requisition to the Company. A Statement containing the salient features of the financial statement of associate(s) forms part of the Annual Report of the Company. The audited financial statements will also be available for inspection at the Registered Office of the Company and the concerned subsidiary company(ies) on all working days, except Saturdays, Sundays and public holidays, between 11.00 am. and 1.00 pm. upto the date of the Annual General Meeting. Further, the documents shall also be available on the website of the Company at www.birla—sugar.com / www.gangessec.com.

15. Voting through electronic means

• I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies 2014 as amended by the Companies (Management (Management and Administration) Rules, and Administration) Amendment Rules, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the 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 National Securities Depository Limited (NSDL).
• II. The facility for voting through ballot paper 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.
• Ill. 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 again.

The remote e—voting period commences on Friday, September 21, 2018 (9:00 am) and ends on Monday, September 24, 2018 (5:00 pm). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut—off date of September 18, 2018, may cast their vote by remote e—voting.

The remote e—voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

• The process and manner for remote e-voting are as under:
• 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 'Shareholders' section.
• A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log—in at https://eservices.nsdl. com/ with your existing IDEAS login. Once you log—in to NSDL eservices after using your log—in credentials, click on e—Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below:

Manner of holding	Your User ID is:
shares i.e. Demat
(NSDL or CDSL)or
Physical
a) For Members who	8 Character DP ID
hold shares in demat	followed by8 Digit
account with NSDL.	Client ID
	For example if your
	DP ID is N300*** and
	Client ID is 12******
	then youruser ID is
	N3001 2***_

b) For Members who	16 Digit Beneficiary ID
holdshares in demat	For example if your
account with CDSL.	Beneficiary ID is
	'l 2**************
	then youruser ID is
	'l 2**************
c) For Members holding	EVEN Number followed
shares in Physical Form.	by Folio Number
	registered with the
	company
	For example if folio
	number is 001*** and
	EVEN is 101456 then
	user ID is 101456001***

• Your password details are given below:
  • a) If you are already registered for e—Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e—Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need enter the 'initial password' and the system will force you to change your password.
  • C) How to retrieve your'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdffile is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID'and your'initial password'.
    • (ii) If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
• 1. If you are unable to retrieve or have not received the" Initial password"or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(lf you are

holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
• c) Ifyou are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, yourPAN,your name and your registered address.
• After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• Now, you will have to click on "Login" button.
• After you click on the "Login" button, Home page of e—Voting will open.

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e—Voting.Click on e—Voting. Then,click on Active Voting Cycles.
• After click on Active Voting Cycles, you will be able to see all the companies "EVEN"in which you are holding shares and whose voting cycle is in active status.
• Select "EVEN" of company for which you wish to cast your vote.
• Now you are ready for e—Voting as the Voting page opens.
• Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit"and also "Confirm"when prompted.
• Upon confirmation, the message "Vote cast successfully" will be displayed.
• You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e—mail to goenkamohan@gmail.com with a copy marked to evoting@nsdl.co.in.
• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e—voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting. nsdl.com to reset the password.
• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e—voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800—222—990 or send a request atevoting@nsdl.co.in
• VI. Ifyou are already registered with NSDL for remote e—voting then you can use your existing user ID and password/PIN for casting your vote.
• VII. You can also update your mobile number and e—mail id in the user profile details of the folio which may be used for sending future communication(s).
• VIII. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut—off date of September 18, 2018.
• Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as of the cut—off date i.e. September 18, 2018, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or kolkata@ linkintime.co.in.

However, if you are already registered with NSDL for remote e—voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting. nsdl.com or contact NSDL at the following toll free no.: 1800—222—990.

• A member may participate in the AGM even after exercising his right to vote through remote e—voting but shall not be allowed to vote again at the AGM.
• XI. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut—off date only shall be entitled to avail the facility of remote e—voting as well as voting at the AGM through ballot paper.
• XII. Mr. Mohan Ram Goenka, Practicing Company Secretary (CP No. 2551) has been appointed as the Scrutinizer to scrutinize the voting and remote e—voting process in a fair and transparent manner.
• XIII. 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 Ballot Paper for

all those members who are present at the AGM but have not cast their votes by availing the remote e—voting facility.

• XIV. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e—voting in the presence of at least two witnesses not in the employment ofthe Company and shall make, not later than two days ofthe conclusion ofthe AGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result ofthe voting forthwith.
• XV. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.birla—sugar.com / www.gangessec.com and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing.The results shall also be immediately forwarded to the BSE Limited, National Stock Exchange of India Limited and Calcutta Stock Exchange Limited.

Particulars of Directors seeking appointment/re-appointment at the Annual General Meeting

— [In pursuance ofSection 196 (4) ofthe Companies Act, 2013, Regulation 36 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 andSecretarialStandard-2]

Name	Mr Chandra Shekhar Nopany
Date of birth	19.09.1965
Brief profilecoveringexperience	is a Member of the Institute of Chartered Accountants of IndiaMr. Chandra Shekhar Nopanyand Masters in Science of Industrial Administration from CarnegieMellon University,Pittsburgh,USA. 1989. He is an eminent industrialist havingvast experience in diverse fields like sugar,tea,President of Indian Chambers ofshipping, textiles, fertilizers and chemicals, etc. He is the pastmember ofthe Executive Committee of FICCI.Commerce and the present
Date of appointment	14.03.2017
Inter—se relationship	is the son of Mrs. Nandini Nopany.Mr. Chandra Shekhar Nopany
Shareholding	34,261 Equity Shares
	Name of Company(ies)	if anywith positionCommittee Memberships,
Other Directorships	& Energy LimitedAvadh Sugar	—
	SIL Investments Limited	°Stakeholders' RelationshipCommittee, Chairman
	Yashovardhan Investment &Trading Company Limited	—
	Ronson Traders Limited	°Stakeholders' RelationshipCommittee, Chairman
	& InvestmentNew India RetailingLimited	—
	Sutlej Textiles and IndustriesLimited	—
	Chambal Fertilisers and ChemicalsLimited	°Nomination and Remuneration Committee, Member
		°Corporate Social Responsibility Committee, Member
	Magadh Sugar & Energy Limited	°Corporate Social Responsibility Committee, Chairman
	Palash Securities Limited	—

By Order of the Board of Directors For Ganges Securities Limited

Place: Kolkata Vijaya Agarwala Dated : 14th May, 2018 Company Secretary

Route Map of the Venue of the Meeting:

A Route Map showing directions to reach to the venue of the 4th AGM of the Company is given at the end of this Notice as per the requirement ofthe Secretarial Standard - 2 on "General Meeting".

Venue

P.O Hargaon, Dist Sitapur Pin — 261121 (The prominent landmark near the Venue is Hargaon Sugar Mills)

Green Initiative in Corporate Communication Electronic Mode of Service of Documents

he Ministry of Corporate Affairs (MCA) had taken up "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies vide it's issued circular no. 17/2011 dated 21.04.2011 and circular no. 18/2011 dated 29.04.2011 allowing service of documents to shareholders through electronic mode by the Companies. As a strong supporter ofgreen initiatives and as a responsible corporate citizen, your Company vehemently supports the said initiative.

We are sure, that as a responsible shareholder, you too will support this initiative and get yourselves registered for getting all corporate communications in electronic form from the Company. By registering yourself with the Company for e—communication, you will be able to receive such notice(s)/ document(s), etc., promptly and without there being a chance of loss of the same in postal transit. It is therefore proposed that henceforth documents, Notices of Meetings, Annual Reports, Directors' Reports, Auditors' Report and

other shareholder communications will be sent electronically to the e—mail id provided by you and made available with the Company by the Depositories viz., NSDL/CDSL.

All those shareholders of the Company who have so far not provided their e-mail ids to the Company are requested to do 50. All those shareholders who have already provided their e—mail ids to the Company are requested to keep their Depository Participants (DPs) informed of changes, if there be any, in their e-mail ids. For shares held in physical form, shareholders can either register their e-mail ids with the Company at secretarial@birIa-sugar.com mentioning their name(s) and folio no. or intimate their e—mail ids to the Company's Registrar & Share Transfer Agent M/s Link Intime India Private Limited at the following address:

Link Intime India Private Ltd. (Unit: Ganges Securities Limited) 59C, Chowringhee Road, Kolkata 700020 Email: kolkata@linkintime.co.in