GFL LIMITED — AGM Information 2020

Sep 2, 2020

GFLLimited • ·•1,

((Earlier known as Gujarat Fluorochemicals Limited) ABS Towers, 2nd Floor, Old Padra Road, V 1 -;lodara 390 007 Telephone: +91 (265) 6198111 Fax: +91 (265) 2310 312

Website: www.gfllimited.co.in

GFL: BRD: 2020

2nd September, 2020

The Secretary BSELimited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001

Scrip code: 500173

The Secretary National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai 400 051

Scrip Code: GFLLI:MITED

Dear Sir/Madam,

Sub: Notice of 33rc1 Annual General Meeting (AGM) of the Company.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations),We wish to inform you that the 33rd Annual General Meeting of the Members of the Company is scheduled to be held on Friday, 25th September, 2020 at 11:00 AM (1ST) through Video Conferencing/ Other Audio Video Means (VC / OA VM) facility in compliance with the applicable provisions of, the Companies Act, 2013 read with Rules made there under, General Circular No. 20/2020 dated 5 th May, 2020 issued by Ministry of Corr 'Jrate Affairs ("MCA") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). A copy of the Notice of the 33rd AGM is attached herewith.

Further, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the Listing Regulations, we wish to inform you that the Company is providing e-Voting facility to the Members of the Company to cast their votes by electronic means on all the resolutions set out in the Notice of AGM through the e-Voting services provided by Central Depository Services (India) Limited.

The cut-off date for determining the eligibility of Members to vote by remote e-Voting for the AGM is Friday, 18th September, 2020.

We request you to kindly take the above on record.

Thanking You.

Yours faithfully, For GFL Limited (Earlier Known as Gujarat Fluorochemicals Limited)

BhaviShan ~ Company Secretary

Encl.:a/a.

Registered office: Survey No 16/3, 26 & 27, Village Ranjitnagar, Taluka Ghoghamba, District Panchmahal Telephone: +91 (2678} 248153 Fax: +91 {2678} 248153 CIN:L24110GJ1987PLC009362

GFL Limited

(Formerly known as Gujarat Fluorochemicals Limited) (CIN L24110GJ1987PLC009362)

Registered Office: Survey No 16/3, 26 & 27, Village Ranjitnagar 389380, Taluka Ghoghamba, District Panchmahal Telephone: +91 2678 248153, Fax +91 2678 248153 Website: www.gfllimited.co.in; Email: bhavi.shah@gfl.co.in

To,

The Member(s),

GFL Limited (Formerly known as Gujarat Fluorochemicals Limited)

NOTICE is hereby given that the 33rd (Thirty Third) Annual General Meeting of Members of GFL Limited (Formerly known as Gujarat Fluorochemicals Limited) ('Company') will be held on Friday, 25th September, 2020, at 11:00 AM (IST), through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM"), to transact the following business:

ORDINARY BUSINESS

1. Adoption of Audited Financial Statements.

To consider and adopt:

• a. Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2020, the reports of the Board of Directors and Auditors thereon; and
• b. Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2020 and the report of the Auditors thereon.
• 2. Re-appointment of Shri Deepak Asher (DIN: 00035371) as Director of the Company.

To appoint a Director in place of Shri Deepak Asher (DIN: 00035371) who retires by rotation, and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

3. Approval of payment of remuneration to Shri Devendra Kumar Jain, Non-Executive Director of the Company for the period from 01st April,2019 to 31st July,2019 which is in excess of fifty percent of the total remuneration to all Non-Executive Directors of the Company for the Financial Year 2019-20.

To consider and, if, thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Regulation 17 (6) (ca) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations) and any other applicable provisions of the Listing Regulations, the consent of the Members of the Company be and is hereby accorded for payment of Remuneration of H 15.56 Lakhs (Rupees Fifteen Lakhs Fifty Six Thousand Only) to Shri Devendra Kumar Jain, who was a Non-executive Director of the Company for the period between 1st April, 2019 to 31st July, 2019, which is in excess of fifty percent of total remuneration paid to all Non-Executive Directors for the Financial Year 2019-20.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to the above resolution."

By Order of the Board of Directors

Place: Vadodara Bhavi Shah Date: 30th July, 2020 Company Secretary

NOTES:

• 1. In view of the global outbreak of COVID-19, the Ministry of Corporate Affairs (MCA), Government of India, has vide its General Circular No. 14/ 2020 dated 8th April 2020, General Circular No. 17/ 2020 dated 13th April 2020, in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made there under on account of the threat posed by Covid-19" and General Circular No. 20/ 2020 dated 5th May 2020, in relation to "Clarification on holding of Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)" (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020, in relation to "Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 - Covid-19 pandemic" ("SEBI Circular") have permitted the holding of the Annual General Meeting ("AGM") through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM"), without the physical presence of the Members at a common venue. In compliance with the applicable provisions of the Companies Act, 2013 (the "Act") (including any statutory modification or re-enactment thereof for the time being in force) read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (the "Rules"), as amended from time to time, read with the MCA Circulars, SEBI Circular and pursuant to Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Annual General Meeting ("AGM") of the Company is scheduled to be held on Friday, 25th September 2020, at 2:00 pm (IST) through VC/OAVM and the voting for items to be transacted in the Notice to this AGM only through remote electronic voting process ("e-Voting").
• 1. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, IN TERMS OF THE MCA CIRCULARS AND THE SEBI CIRCULAR, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM AND HENCE, THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE. HOWEVER, CORPORATE MEMBERS CAN APPOINT REPRESENTATIVES UNDER SECTION 113 OF THE COMPANIES ACT,2013 AND SEND THE NECESSARY DOCUMENTS TO THE COMPANY.
• 1. The information as required to be provided under the Secretarial Standard – 2 / Regulation 26(4) and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (Listing Regulations) in respect of Director being re-appointed is annexed hereto.

• 1. SEBI has decided that Securities of listed companies can be transferred only in dematerialised form from a cut-off date i.e. 05th December, 2018. In view of the above and to avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form.
• 1. In compliance with provisions of Section 101 of the Companies Act, 2013 read with Rule 18 of the Companies (Management and Administration) Rules, 2014, Annual Report for Financial Year 2019- 2020 of your Company has been sent via Electronic Mode (E-mail) to the Members whose E-mail ID was made available to us by the Depositories Participants. We request the Members to register / update their e-mail address with their Depository Participant, in case they have not already registered / updated the same. Members who are holding shares in physical form are requested to get their email address registered with the Registrar and Share Transfer Agents.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as venue voting system on the date of the AGM will be provided by CDSL.
• 1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020, physical attendance of the Members to the EGM/AGM venue is not required and Annual General Meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM/AGM through VC/OAVM.
• 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.
• 1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (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 EGM/AGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

1. Process for those shareholders whose email ids are not registered:

• a) 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.
• b) 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.

THE INSTRUCTIONS FOR SHAREHOLDRES FOR REMOTE VOTING ARE AS UNDER:

• (i) The voting period begins on 22nd September, 2020 at 9.00 a.m. and ends on 24th September,2020 at 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 18th September, 2020 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 during the Meeting.

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

• (iv) Click on Shareholders.

• (v) 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.

OR

Alternatively, if you are registered for CDSL's EASI/EASIEST e-services, you can log-in at https:// www.cdslindia.com from Login - Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

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

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

	For Members holding shares in Demat
	Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PANissuedbyIncomeTaxDepartment(Applicable for both demat shareholdersas well as physical shareholders)•Members who have not updated theirPAN with the Company/Depository
	Participant are requested to use thesequence number, sent by Company/RTA or contact Company/RTA.
DividendBankDetailsOR Dateof Birth(DOB)	Enter the Dividend Bank Details or Date ofBirth (in dd/mm/yyyy format) as recordedin your demat account or in the companyrecords in order to login.•If both the details are not recordedwith the depository or companyplease enter the member id / folio
	number in the Dividend Bank detailsfield as mentioned in instruction (v).

(ix) After entering these details appropriately, click on "SUBMIT" tab.

• (x) 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.
• (xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (xii) Click on the EVSN for the relevant on which you choose to vote.
• (xiii) 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.
• (xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xv) 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.
• (xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xvii) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xviii) If a 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.
• (xix) Shareholders can also cast their vote using CDSL's mobile app m-Voting. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

THE INSTRUCTIONS FOR SHAREHOLDERS VOTING ON THE DAY OF THE ANNUAL GENEERAL MEETING (AGM) ON e-VOTING SYSTEM ARE AS UNDER: -

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
• 1. Only those Members/ shareholders, who will be 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 in the AGM.
• 1. If any Votes are cast by the members through the e-voting available during the AGM and if the same members have not participated in the Meeting through VC/OAVM facility, then the votes cast by such members shall be considered invalid as the facility of e-voting during the Meeting is available only to the members participating in the Meeting.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.
• 1. Members are encouraged to join the Meeting through Laptops/Personal Computers for better experience.
• 1. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting.
• 1. 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.
• 1. Shareholders who would like to express their views/ask questions during the Meeting may register themselves as a speaker by sending their request 7 days prior to Meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id).
• 1. Shareholders who would like to express their views/have questions may send their questions in advance 7 days prior to Meeting mentioning their name demat account number/folio number, email id, mobile number at (company email id). The same will be replied by the company suitably.
• 1. Only those shareholders who have registered themselves as a speaker will be allowed to express their views/ask questions during the Meeting.

(xx) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
• 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.
• Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to

the Company, if voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, 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 or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022- 23058543) or Mr. Rakesh Dalvi (022-23058542).

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, 25th 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.

• 1. Members holding shares in physical form are requested to intimate Registrar and Transfer Agents of the Company viz., M/s. Link Intime India Private Limited, Unit: Gujarat Fluorochemicals Limited, C 101, 247 Park, L.B.S.Marg, Vikhroli (West), Mumbai - 400083, changes, if any, in their Bank details, registered address, Email ID, etc. along with their Pin Code. Members holding shares in electronic form may update such details with their respective Depository Participant.
• 1. Members desiring any relevant information on the accounts at the Annual General Meeting are requested to write to the Company Secretary at least seven days in advance at its Registered Office, so as to enable the Company to keep the information ready.
• 1. Members holding shares in single name and in Physical form are advised to make nomination in respect of their shareholding in the Company.
• 1. The relevant documents referred to in the accompanying Notice of Meeting and in the Explanatory Statement are open for inspection by the Members of the Company at the Registered Office on all working days (except Saturdays, Sundays and Public Holidays) between 11.00 a.m. to 01.00 p.m. upto the date of the Annual General Meeting and copies thereof shall also be available for inspection in physical form at the Office of the Company situated at Second Floor, ABS Towers, Old Padra Road, Vadodara – 390 007, Gujarat and also at the Meeting.

STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

National Company Law Board Tribunal has approved Scheme of Arrangement between GFL Limited (formerly known as Gujarat Fluorochemicals Limited) and Gujarat Fluorochemicals Limited (formerly known as Inox Fluorochemicals Limited) and its Shareholders vide its order dated 04th July,2019 which was effective from 16th July, 2019. In accordance with the Clause 1.7 of the Scheme of Arrangement, the existing Key Managerial Personnel including Managing Director of the GFL Limited (formerly known as Gujarat Fluorochemicals Limited) were transferred to Gujarat Fluorochemicals Limited (formerly known as Inox Fluorochemicals Limited) w.e.f 1st August, 2019. Consequent to the transfer of the existing Key Managerial Personnel, Shri Devendra Kumar Jain was appointed as Managing Director of the Company with effect from 1st August, 2019 by the shareholders at the 32nd Annual General Meeting of the Company held on 18th September, 2019.

The Members of the Company at their 31st Annual General Meeting held on 31st August, 2018 had approved of payment of remuneration @ 1% on Net Profits of the Company as permitted under Section 197 of the Companies Act, 2013 to Shri Devendra Kumar Jain, the then Non-Executive Director of the Company. Accordingly, remuneration of H 15.56 lakhs is to be paid to him for the period from 01st April,2019 to 31st July,2019 when he was Non-Executive Director of the Company. Regulation 17 (6) (ca) of the Listing Regulations, inter alia provides that the approval of the Members by way of Special Resolution shall be obtained every year, in which the annual remuneration payable to a single Non-Executive Director exceeds fifty per cent of the total annual remuneration payable to all Non-Executive Directors, giving details of the remuneration thereof.

Accordingly, the details of remuneration paid to Non-Executive Directors for Financial Year 2019-2020 is as under:

Name of the Director	Sitting Fees for	Commission	Total Remuneration	% of Total Remuneration
	attending Board /			paid to All Non-executive
	Committee Meetings			Directors
Shri Devendra Kumar Jain	0.20	15.56	15.76	74.50
Shri Pavan Jain	0.20	-	0.20	0.94
Shri Vivek Jain	0.60	-	0.60	2.83
Shri Shailendra Swarup	0.80	-	0.80	3.78
Shri Deepak Asher	1.20	-	1.20	5.67
Shri Shanti Prashad Jain	1.20	-	1.20	5.67
Ms Vanita Bhargava	1.40	-	1.40	6.61
Shri Om Prakash Lohia	Nil	-	Nil	0
Total	5.60	15.56	21.16	100

Remuneration to Non-Executive Directors for the Financial Year 2019-2020

Since the total remuneration to be paid to Shri Devendra Kumar Jain as a Non Executive Director of the Company for the period between 1st April, 2019 to 31st July, 2019 exceeds 50% of the total annual remuneration payable to all Non-Executive Directors of the Company, the approval for Resolution at Item No. 3 of the Notice is sought by way of a Special Resolution for payment of remuneration to Shri Devendra Kumar Jain for the Financial Year 2019-2020.

Shri Devendra Kumar Jain and his relatives shall be deemed concerned or interested in resolution set out at Item No. 3 of the Notice to the extent of the remuneration that may be received by him. None of the other Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financial or otherwise, in the resolution set out at Item No. 3 of the Notice.

The Board recommends the Special Resolution set out at Item No. 3 of the Notice for approval of the Members by way of Special Resolution.

Information as required to be provided under the Secretarial Standard – 2 / Regulation 26(4) and Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) in respect of Director being appointed/re-appointed

Name of Director	Deepak Asher
Brief Resume	Shri Deepak Asher is a Graduate in Commerce and Law, and thereafter
	took up Chartered Accountancy and Cost and Management Accountancy
	as professional qualifications. Shri Asher is presently a Fellow Chartered
	Accountant and an Associate Cost and Management Accountant. Shri
	Asher has been associated, in different capacities, with the INOX Group of
	Companies, a USD 3 Bn. business group for more than 30 years now. Shri
	Asher is designated as Director and Group Head (Corporate Finance) for the
	INOX Group, sits on the Board of many of the Group Companies, and advises
	the Group on corporate finance, growth, diversification and other strategic
	initiatives. Shri Asher pioneered the Clean Development Mechanism (CDM)
	Project Development of Gujarat Fluorochemicals Limited (GFL). GFL's CDM
	Project was the first in the world to seek registration under the United Nations
	Framework Convention of Climate Change. The Project has been amongst
	the largest in the world, having reduced more than 55 Mn. Tonnes of carbon
	dioxide emissions, contributing significantly to the environment, as well as
	earning the company valuable carbon credits.
	Besides, Shri Deepak Asher has set up the INOX Group's entertainment
	business. Operated under the INOX brand of multiplexes, this is amongst India's
	largest, fastest growing, most premium and profitable multiplex brand. Apart
	from driving organic growth, Shri Asher also spearheaded several acquisitions
	in the multiplex space.
	Shri Deepak Asher also helped formulating the INOX Group's growth and
	diversification strategy in the renewable energy space, and helped develop an
	implementation plan to set up a significant renewable energy business.
	Shri Deepak Asher has been a member of the Entertainment Committee of the
	Federation of Indian Chambers of Commerce and Industry, and the Founder
	President of the Multiplex Association of India. Shri Asher has been elected to
	this post continuously since the past 18 Years. Shri Asher has been awarded the
	"Newsmaker of the Year Award" and the "Lifetime Achievement Award" for his
	contribution to the Indian cinema exhibition industry.
	Shri Deepak Asher has been recognized by the Institute of Chartered
	Accountants of India for enhancing the brand image of the Institute. Shri Asher
	has also appeared in a global compilation of "Who's Who in the World" for his
	professional accomplishments.
Date of Birth and Age	15th January, 1959, 61 Years
Date of first appointment on the Board	22nd January 2008
Directors Identification Number	00035371
Qualification	Commerce & Law Graduate, Chartered Accountant and Cost and
	Management Accountant

Name of Director	Deepak Asher
Experience / Expertise in Specific Functional	Shri Deepak Asher has more than 35 years' of rich experience in the field of
Area	accounts and finance, law and taxation, strategic business planning, formulation
	and implementation of various growth strategies as well as financial planning
	and management. He has been instrumental in setting up various businesses
	for the INOX Group including the cinema exhibition business, the renewable
	energy business and the path breaking carbon credit business. He is a
	founder president of Multiplex Association of India and a Member of the FICCI
	Entertainment Committee.
Directorship held in other Companies	•Gujarat Fluorochemicals Limited
	•Inox Leisure Limited
	•Inox Wind Energy Limited
	•Inox Infrastructure Limited
Membership / Chairmanship of other Companies	•GujaratFluorochemicalsLimited(MemberofAuditCommittee,Stakeholders' Relationship Committee, Nomination and RemunerationCommittee, Corporate Social Responsibility Committee, Committee ofDirectors for Operations and Scheme Committee of Board of Directors )•INOX Infrastructure Limited (Member of Audit Committee)•INOX Leisure Limited (Member of Audit Committee and Stakeholders'Relationship Committee)
The Number of Meeting of the Board Attended	7 out of 8 Meetings
during the year
Remuneration last drawn	H 1,20,000 (Sitting Fees)
Relationship with other Directors, Manager and	None
other Key Managerial Personnel of the Company
Shareholding in the Company	Nil