Gujarat Apollo Industries Ltd. — Proxy Solicitation & Information Statement 2020

Mar 16, 2020

APOLLO

GUJARAT APOLLO INDUSTRIES LIMITED

March 16, 2020

	APOLLO
GUJARAT APOLLO	INDUSTRIES LIMITED
	"Parishram", Cellar, 5-B, Rashml Society, Nr. Mithakhali Circle, Navrangpura, Ahmedabad-380 009, Gujarat, India. Tel. +91-79- 26444597/98, 26564705
March 16, 2020
Dy. General Manager BSE Limited	The Manager National Stock Exchange of India Limited
Corporate Relation Department,	Exchange Plaza,Bandra Kurla Complex,
P.J. Towers, Dalal Street, Fort, Mumbai - 400 001	Bandra (E), Mumbai - 400 051
Scrip ID: GUJAPOIND; Scrip Code: 522217 Scrip Symbol: GUJAPOLLO

Dear Sir/Madam,

Subject: Outc f i f the Company, P. Ballot Notice, Postal Bal Form and Calendar of Events for the Postal Ballot Process

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), please find enclosed following as an outcome of Board Meeting held today i.e. March 16, 2020:

• 1. Copy of Postal Ballot Notice, seeking approval of the Members for sale of equity share capital of Ammann India Private Limited, held by AEML Investments Limited (a Wholly Owned Subsidiary Company) under Regulation 24(6) and other applicable Regulation of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• 1. Postal Ballot Form.
• 1. Calendar of Events for conducting the Postal Ballot.

The Postal Ballot Notice, together with Explanatory Statement and Postal Ballot Form, would be sent to the Members whose names appear on the Register of Members/list of Beneficial Owners received from the Registrar and Share Transfer Agent, National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) as on Friday, 20" March, 2020 i.e, Cutoff date.

The Company is pleased to provide to all its Members (holding shares both in physical and in electronic form) the facility to exercise their vote for the Postal Ballot through the electronic voting (e-voting) services provided by CDSL. The voting through postal ballot and e-voting will commence on Friday, 27" March, 2020 @ 09:00 a.m. and ends on Saturday, 25" April, 2020 @ 05:00 p.m. The results of postal ballot will be declared on 27" April, 2020.

The meeting commenced at 5.00 PM and concluded at 6.30 PM.

You are requested to take the same on record.

Thanking You,

APOLLO INDUSTRIES LIMITED

hikani Shah [M'ship No:A-25420] Company Secretary & Compliance Officer

Registered office: Block No.: 486,487, 488, Mouje Dholasan, Taluka & District Mehsana -382 732. Gujarat, India. CIN: L45202GJ1986PLC009042 @ www.apollo.co.in

APOLLO

GUJARAT APOLLO INDUSTRIES LIMITED

	GUJARAT APOLLO INDUSTRIES	LIMITED
	"Parishram", Cellar, 5-B, Rashmi Society, Nr. Mithakhali Circle, Navrangpura, Ahmedabad-380 009, Gujarat, India. Tel. +91-79- 26444597/98, 26564705 CALENDAR OF EVENTS -POSTAL BALLOT-2020
Sr.	Particulars of Events	Propose Date
- No.	_ 1 Intimation of notice of Board Meeting	N.A.
2	Date on which consent given by the scrutinizer to act as such.	14-03-2020 Saturday
3	Date of Board Meeting for approving:	16-03-2020
	i. Postal Ballot Notice (For Disinvestment)	Monday
4	ii. Appointment of Scrutinizer Outcome of board meeting to Stock Exchanges along	16-03-2020
	with intimation about Postal Ballot	Monday
	date reckoned determining Cut-off be the to for members who participate entitled the will be to in Postal Ballot	20-03-2020 Friday
6	Proposed completion Date dispatch of of of notice(s)along with Postal Ballot forms & filing copies with Stock Exchanges	25-03-2020 Wednesday
7	Proposed date on or before which publication in English newspaper newspaper vernacular one about and dispatch of Notice of Postal Ballot	26-03-2020 Thursday
8	Voting period Start Date	27-03-2020 Friday
9	Voting period End Date/ Last date for receiving Postal Ballot Forms by Scrutinizer	25-04-2020 Saturday
	10 Last Date of submission of the Report to the Chairman by the Scrutinizer	27-04-2020 Monday
11	Declaration of result of Postal Ballot and intimation to the of the Company Stock Exchanges display on website and	27-04-2020 Monday
	For GUJARAT APOLLO INDUSTRIES LIMITED
	ox ez: Chikani Shah [M'ship No:A-25420] CS Neha

CALENDAR OF EVENTS -POSTAL BALLOT-2020

For GUJARAT APOLLO INDUSTRIES LIMITED

ox ez:

Registered office: Block No.: 486,487, 488, Mouje Dholasan, Taluka & District Mehsana -382 732, Gujarat, India. CIN: L45202GJ1986PLC009042 @ www.apollo.co.in

GUJARAT APOLLO INDUSTRIES LIMITED

Registered office: Block No.: 486,487, 488, Mouje Dholasan, Taluka & District Mehsana -382 732. Gujarat, India. CIN: L45202GJ1986PLCO09042 e www.apollo.co.in

NOTICE OF POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the Act'), read together with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification, amendment or re-enactment thereof for the time being in force) and pursuant to other applicable laws and regulations, that the resolution appended below be passed by the Members through postal ballot or electronic voting (e-voting). The explanatory statement pertaining to the appended resolution setting out the material facts and the reasons thereof is annexed hereto along with a postal ballot form for your consideration.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) (LODR) and Section 108 of the Act read with Rule 20 of the of the Companies (Management and Administration) Rules, 2014 (including any statutory modification, amendment or re-enactment thereof for the time being in force), Members holding shares in Demat Form and in Physical Form, may vote either by way of Postal Ballot Form or by way of Remote E Voting facilities to the members of the Company.

The Remote E-Voting facility is available at the link http://www.evotingindia.com For the process and the manner in which E Voting has to be undertaken, please refer to the instructions for E-Voting provided in this Notice after the proposed resolution.

The Board of Directors of the Company has appointed Mr. Ashish Shah, Practicing Company Secretary, Proprietor of M/s. Ashish Shah & Associates (Membership No. FCS 5974), as the Scrutinizer for conducting the postal ballot and e-voting process in a fair and transparent manner.

Members desiring to exercise their vote by postal ballot are requested to carefully read the instructions printed in the postal ballot form and return the same duly completed in the enclosed self-addressed Business Reply Envelope. Postage will be borne and paid by the Company. Postal Ballot Form(s), if sent by courier or by registered post / speed post at the expense of the Member(s) 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. The duly completed postal ballot form(s) should reach the Scrutinizer not later than 05:00 p.m. on 25* April, 2020 to be eligible for being considered, failing which, it will be strictly considered that no reply has been received from the Member.

Members desiring to opt for e-voting as per the facilities arranged by the Company are requested to read carefully the instructions in the Notes under the section 'Voting through Electronic Means'. References to Postal Ballot(s) in this Postal Ballot Notice include votes received electronically.

The Scrutinizer will submit his report to the Chairman of the Company after the completion of the scrutiny of the postal ballots. The result of postal ballot shall be declared on 27April, 2020 at 2.30 p.m. and communicated to the Stock Exchanges, Depository, Registrar and Share Transfer Agent and shall also be displayed on the Company's website at www.apollo.co.in

To Divest the Equity Shares of Ammann India Private Limited held by AEML Investments Limited (a material (wholly owned) subsidiary of the Company)

SPECIAL BUSINESS

To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

"RESOLVED THAT in accordance with Regulation 24(6) and other applicable Regulation of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time), subject to approval of shareholders of AEML Investments Limited and pursuant to Section 110 and any other provisions of the Companies Act 2013, the rules made thereunder, and subject to the applicable provisions of the Foreign Exchange Management Act,1999, including any statutory modification and amendments to each of the forgoing, and applicable notifications, clarifications, circulars, rules and regulations issued by the Government of India, Reserve Bank of India or other Governmental or Statutory Authorities, and in pursuance to the Memorandum and Articles of Association of the Company, the requisite approvals, if any, of any relevant statutory, regulatory or Governmental Authority and further subject to such terms and conditions as may be prescribed by any of the aforesaid authorities while granting such approvals, the consent, of the members be and is hereby granted for divestment of 26,77,899 equity shares (being about 29.99% of its Equity Shareholding) in Ammann India Private Limited held by AEML Investments Limited (a material (wholly owned) subsidiary of the Company), to Ammann Entities (Ammann Switzerland Ltd. and/or Ammann Singapore Pte. Ltd) by way of sale, transfer, lease, assignment, disposal or otherwise, in one or more tranches, at such consideration not being lower than INR 202 crores and on such terms and conditions and with such modifications as may be decided by the Board of Directors of AEML Investments Limited.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do or cause to be done all such acts, deeds, and things, including actions which may have already been taken, as may be necessary, or deemed necessary or incidental thereto, from time to time for giving effect to the above resolution and to settle and finalize all issues that may arise in this regard, without requiring the Board and any further consent or approval of the members of the Company, to negotiate, finalize and execute Share Purchase Agreement/Investment Agreement and /or any other transaction documents (including providing such representations, warranties indemnities, undertakings, deeds and covenants as may be required) and seek the requisite approvals from the relevant authorities and third parties, including governmental authorities, if any; to suitably inform and apply to all the concerned authorities and to settle any questions, difficulties or doubt that may arise in this regard and to take all necessary steps in the matter as it may, in its absolute discretion, and in the best interest of the Company deem necessary, desirable or expedient, to give effect to the above resolution and to delegate any all of its powers vested on it by this resolution to any of its Committee, or individual Director(s) or other officers, executives or such other persons."

By Order of the Board For Gujarat Apollo Industries Limited Sd/- Neha Chikani Shah Company Secretary Membership No.: A25420

Registered Office: Block No. 486, 487, 488, Mouje Dholasan, Taluka & District Mehsana — 382732 CIN: L45202GJ1986PLC009042 Place: Mehsana Date: 16.03.2020

NOTES

• 1. The explanatory statement pursuant to Section 102 of Companies Act, 2013 relating to special business is annexed.
• The Postal Ballot Notice is being sent to the members whose names appear on the Register of Members/List of Beneficial Owners as received from NSDL and CDSL as on Friday, 20" March, 2020. The Postal Ballot Notice is being sent to Members in electronic form to the email addresses registered with their Depository Participants (in case of _ electronic shareholding)/the Company's Registrar and Share Transfer Agents (in case of physical shareholding). For Members whose email IDs are not registered, physical copies of the Postal Ballot Notice are being sent by permitted mode along with a postage prepaid self-addressed Business Reply Envelop.
• Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, 20 March, 2020 will be considered for the purpose of voting.
• Resolutions passed by the Members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.
• The Members can opt for only one mode of voting, i.e., either by physical ballot or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through physical Postal Ballot Forms will be treated as invalid.
• In compliance with Sections 108 and 110 of the Companies Act, 2013 and the Rules made thereunder, the Company has provided the facility to the Members to exercise their votes electronically and vote on all resolution through the e-voting service facility arranged by CDSL. The instructions for electronic voting are annexed to this Notice.
• A Member cannot exercise his vote by proxy on postal ballot.
• Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Corporate Office of the Company situated at "Parishram", 5-B, Rashmi Society, Near Mithakhali Circle, Navrangpura, Anmedabad —- 380009, Gujarat on all working days between 11:00 a.m. to 02:00 p.m. up to Saturday, 25th April, 2020.
• Members desiring to exercise their vote by physical postal ballot are requested to carefully read the instructions printed in the Postal Ballot Form and return the Form duly completed and signed, in the enclosed self-addressed Business Reply Envelope to the Scrutinizer, so that it reaches the Scrutinizer not later than close of working hours (i.e. 05:00 p.m.) on Saturday, 25th April, 2020. If any postal ballot is received after 05:00 p.m. on Saturday, 25 April, 2020, it will be considered that no reply from the Member has been received.
• 1. The date of declaration of result of the postal ballot would be Tuesday, 27th April, 2020, at 2.30 p.m. However date of passing of the resolution shall be the last date of voting i.e Saturday, 25th April, 2020 date on which the resolution would be deemed to have been passed, if approved by the requisite majority.
• 1. Pursuant to the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Sections 108, 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules, the Company is pleased to provide evoting facility to all its Members, to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post. The Company has engaged the services of CDSL for the purpose of providing e-voting facility to all its Members.

Instructions for Members for e-voting are as under:

• (1) Log on to the e-voting website www.evotingindia.com during the voting period.
• (ii) Click on "Shareholders" tab.

(ill) 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.
• (iv) Next enter the Image Verification as displayed and Click on Login.
• (v) If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier for EVSN of any Company, then your existing password is to be used. If you are a first time user follow the steps given below.
• (vi) Now, fill up the following details in the appropriate boxes:

Now Enter your User ID
For CDSL: a. For NSDL: b. Members c.	16 digits beneficiary ID, 8 Character DP ID followed by 8 Digits Client ID, Number Form shares holding should registered Physical enter Folio in the Company.
If you holding are	Next enter the Image Verification as displayed and Click on Login. Demat form www.evotingindia.com shares logged and had on to in casted your vote earlier for EVSN of any Company, then your existing password is to be used. If you are a first time user follow the steps given below. Now, fill up the following details in the appropriate boxes:
PAN	digit alpha-numeric Income Tax PAN Enter your issued 10 by Department (Applicable for both demat shareholders as well as physical shareholders) Members who updated PAN have with not their the Company/Depository requested Participant use the are to sequence number which is printed Ballot indicated Postal on in the PAN field.
DOB OR Bank Dividend Details	Enter your Date of Birth in dd/mm/yyyy format. OR Number demat Bank Account recorded Enter your the as in Company's demat account records the the said for or in account or Folio No.
	Please enter any one order to case of the details login. In in recorded Depository both details the are not with the the or Company, number please of shares enter the held cut on off Friday, 20 March, 2020 in the Bank Account Number date i.e. field.

• (vii) After entering these details appropriately, click on "SUBMIT" tab.
• (viii) For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this Notice. Members holding shares in physical form will then reach directly the EVSN selection screen.
• (ix) 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 resolution 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.
• (x) Click on the EVSN for Gujarat Apollo Industries Limited.
• (xi) On the voting page, you will see Resolution Description and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xii) Click on the "Resolution File Link" if you wish to view the entire Resolution.
• (xiii) 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 out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

• (xvi) If Demat account holder has forgotten the changed password then Enter the User ID and Captcha Code 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. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(Xviil) 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.
• (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

Other Instructions:

• I. The e-voting period commences on Friday, 27 March, 2020 at 9.00 a.m. and ends on Saturday, 25" April, 2020 at 5.00 p.m. During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on Friday, 20 March, 2020, may cast their vote through e-voting. The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, he shall not be allowed to change it subsequently.
• II. The voting rights of Members shall be in proportion to their shares of the paid up equity share Capital of the Company as on Friday, 20 March, 2020.
• II. Mr. Ashish Shah, Practicing Company Secretary, Proprietor of M/s. Ashish Shah & Associates (Membership No. FCS 5974), has been appointed as the Scrutinizer to scrutinize the Postal Ballot and e-voting process in a fair and transparent manner.
• IV. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny and the result of the voting by postal ballot will be announced by the Chairman or Managing Director or Director or Company Secretary of the Company duly authorized, on Monday, 27 April, 2020 at 2.30 p.m.
• The result declared along with the Scrutinizer's Report shall be placed on the Company's website www.apollo.co.in and on the website of CDSL www.evotingindia.com and communicated to the BSE Limited and National Stock Exchange of India Limited, where the shares of the Company are listed.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND 110 OF COMPANIES ACT, 2013

Item No.1

Members of the Company are aware that on December 19, 2012, a Joint Venture Agreement was entered into between AEML Investments Limited (formerly known as Apollo Earthmovers Limited), Gujarat Apollo Industries Limited, Ammann Switzerland Limited, Ammann Singapore Pte. Ltd. and the Company (the "JV Agreement"). In this regard as per terms of provisions of JV Agreement, AEML Investment Limited vide its letter dated 3 September, 2019, shown its intention to exercise put option available to it under the JV Agreement. At the request of AEML Investments Limited, Board of Directors of the Company in its meeting held on 16 March, 2020, authorized AEML Investments Limited to divest 26,77,899 equity shares held by it in Ammann India Private Limited (being 29.99% of its equity capital) by way of sale, transfer, assignment or disposal to Ammann Entities (Ammann Switzerland Ltd. and/or Ammann Singapore Pte. Ltd) at such consideration not being lower than INR 202 Crores and to execute such agreement and other documents as may be required for the purpose of or in relation to the divestment, subject to requisite approvals and execution of definitive agreement/documents.

Regulation 24(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, interalia provides that selling of assets amounting to more than twenty percent of the assets of the material subsidiary on an aggregate basis during a financial year shall require prior approval of shareholders by way of passing special resolution, unless the sale is made under a scheme of arrangement duly approved by a Court/National Company Law Tribunal. AEML Investments Limited net worth exceeds 20 % (Twenty Percent) of the Consolidated Net Worth of the Company and its subsidiaries in the immediately preceding accounting year. Pursuant to aforementioned Regulation 24(6), AEML Investments Limited would be classified as a material subsidiary of the Company and the Ammann India Private Limited shares proposed to be sold to Ammann Entities (Ammann Switzerland Ltd. and/or Ammann Singapore Pte. Ltd) and currently held by AEML Investments Limited constitutes more than 20% of the assets of AEML Investments Limited. Accordingly, the sale of Ammann India Private Limited shares by AEML Investments Limited, required approval of the shareholders of the Company through a special resolution.

The Audit Committee in its meeting held on 16" March, 2020 has approved the sale of Ammann India Private Limited shares to Ammann Entities (Ammann Switzerland Ltd. and/or Ammann Singapore Pte. Ltd), a willing purchaser and recommend the same to the Board. The Board in its meeting held on 16" March, 2020, also approved the Transaction.

The Board is of the opinion that the proposed divestment is in the overall best interest of the Company and recommends the passing of the resolution as set out in the accompanying notice as a Special Resolution. The proposed special resolution provides adequate flexibility and discretion to the Board to finalize the terms of the sale in consultation with advisors, experts and other authorities as may be required.

Copy of the documents, if any, being referred in this resolution would be available for inspection by the members, without any fee, at the Registered Office of the Company during 11:00 a.m.to 01:00 p.m. on all working days (Monday to Friday), up to and including the last date of voting through Postal Ballot/E Voting.

The Board recommends the resolutions in Item No.1 of the Notice for your approval as a special resolution. Accordingly, approval of the Members of the Company is sought to authorize the Proposed Transaction and all matters related thereto.

None of the Promoters, Directors, the Key Managerial Personnel of the Company or their relatives (as defined under the Companies Act, 2013 and rules framed thereunder) have any interest in the passing of the said resolution except to the extent of equity shares held by them in the Company. The effect of the said resolution on the interest of the Promoters, Directors, Key managerial Personnel and their respective relatives, is not any different from the effect of the said resolution on other shareholders of the Company.

By Order of the Board For Gujarat Apollo Industries Limited Sd/- Neha Chikani Shah Company Secretary Membership No.: A25420

POSTAL BALLOT FORM [To be returned to Scrutinizer appointed by the Chairman]

		POSTAL BALLOT FORM [To be returned to Scrutinizer appointed by the Chairman]
		1. Name of the Member(s) (including joint holders, in any)
	of	2. Registered address Sole the first / named member
		3. Registered Folio No. / DP Id No. / Client ID No.
		4. Number of Shares held
the said		I/We hereby exercise my/our vote in respect of the Resolution to be passed through postal ballot for Notice of the Company business stated the in Resolution by placing a tick (V ) mark in the appropriate box below	by conveying	:	my / our assent or dissent to the
No.		Item Particulars of Resolution		No. of Equity Shares for which votes cast	I / We assent to the Resolution Resolution [For]	I / We dissent to the [Against]
1.		Ammann Shares Divest Equity To the of Private Limited held by AEML Investments Limited owned) material (wholly subsidiary (a of Company)	India the

said
No.	Resolution by placing a tick (V ) mark in the appropriate box below Item Particulars of Resolution	No. of Equity Shares for which votes cast	: I / We assent to the Resolution Resolution [For]	I / We dissent to the [Against]
1.	Ammann Shares Divest Equity India To the of Private Limited held by AEML Investments Limited owned) subsidiary material (wholly the (a of Company) — Special Resolution
Place: Date:			(Signature of the
			Shareholder)

ELECTRONIC VOTING PARTICULARS

ELECTRONIC VOTING PARTICULARS
The e-voting facility is available at the link https://www.evotingindia.com. The electronic voting particulars are set out as follows:
Sequence EVSN (E-Voting Number)	USER ID		PASSWORD
The e-voting facility will be available during the following voting period:
Commencement of e-voting		End of e-voting

ELECTRONIC VOTING PARTICULARS
The e-voting facility is available at the link https://www.evotingindia.com. The electronic voting particulars are set out as follows:
Sequence EVSN (E-Voting Number)	USER ID		PASSWORD
The e-voting facility will be available during the following voting period:
Commencement of e-voting		End of e-voting
Friday, March 27, 2020 @9.00 a.m.		Saturday, April 25, 2020 @5.00 p.m.

Notes :1. Please read the instructions printed overleaf carefully before filling this Form and for evoting, please refer to the instructions for voting through electronic means provided in the Postal Ballot Notice sent herewith.

1. The last date for the receipt of Postal Ballot Forms by the Scrutinizer is April 25, 2020 up to 05:00 p.m.

Instructions

• 1. A Member desiring to exercise his/her vote by Postal Ballot may complete this Postal Ballot Form (no other form or photocopy thereof is permitted) and send it to the Scrutinizer, Mr. Ashish Shah, Practicing Company Secretary ("Scrutinizer") at the address of the Registrar & Share Transfer Agent of the Company, Link Intime India Pvt. Ltd., C 101, 1% Floor, 247 Park, LB S Marg, Vikhroli West, Mumbai 400 083, in the attached self -addressed business reply envelope, on or before 5:00 p.m. on 25th April, 2020. The postage will be borne and paid by the Company. However, envelopes containing postal ballot form(s), if sent by courier or registered/speed post at the expense of the Member on or before 5:00 p.m. on 25" April, 2020 will also be accepted.
• 1. This form should be completed and signed by the Member (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 Member and in his/her absence by the next named Member. In case postal ballot form is signed through a Delegate/Authorised person, a copy of Power of Attorney attested by the Member shall be annexed to the Ballot.
• 1. Duly completed postal ballot form should reach the Scrutinizer at the address of the Registrar & Share Transfer Agent of the Company, Link Intime India Pvt. Ltd., C 101, 1st Floor, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083, not later than 25" April, 2020 before 5:00 p.m. All postal ballot forms received after this date will be strictly treated as if reply from such Member has not been received.
• 1. There will be only one postal ballot form for every folio/DP ID-Client ID irrespective of the number of joint Member (s). On receipt of the duplicate Postal Ballot Form, the original will be rejected.
• 1. A Member may request for a duplicate Postal Ballot Form and the duly completed Postal Ballot Form should reach the Scrutinizer not later than the last date for voting mentioned above.
• 1. 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 the Board Resolution/Authority Letter.
• 1. The voting rights for the equity shares are one vote per equity share, registered in the name of the shareholders/beneficial owners as on 20" March, 2020.
• 1. Members are requested not to send any other paper along with the Postal Ballot Form in the enclosed self -addressed Business Reply Envelope, as all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.
• 1. A Member need not use all the votes nor need to cast all the votes in the same way.
• 1. The Scrutinizer's decision on the validity of a postal ballot will be final and binding.
• 1. Incomplete, unsigned or incorrect postal ballot forms will be rejected.
• 1. Kindly note that the Members can opt only one mode of voting i.e. either by physical ballot or e-voting. If you. are opting for e-voting, then do not vote by physical ballot

also and vice versa. However, in case Members cast their vote by physical ballot and evoting, then voting done through valid e-voting shall prevail and voting done by physical ballot will be treated as invalid.

1. The result of the postal ballot would be announced by the Managing Director or any other Director or Company Secretary of the Company on 27" April, 2020 at 2.30 p.m. and displayed on the Notice Board of the Company at its Corporate Office situated at "Parishram", 5-B, Rashmi Society, Near Mithakhali Circle, Navrangpura, Anmedabad - 380009, Gujarat and communicated to the Stock Exchange. The results will be displayed on the website of the Company i.e. www.apollo.co.in, for the information of the Members.