Gujarat Rafiia Industries Limited

cm: L17110GJ1984PLC007124 G

Regd. Off: Plot No. 455, Santej-Vadasar Road,Village: Santej Taluka: Kalol - 382721 Phone.:(91- 79) 29702373/29702606 Fax: (91-79) 79 -29702614 Web Site: www.griltarp.com E-mail: [email protected], [email protected]

Date: August 28, 2018

To,
General Manager	Manager
Department of Corporate Services,	Listing Department
BSE Limited,	National Stock Exchange of India Ltd
Phiroze Jeejeebhoy Towers,	Exchage Plaza, Bandra-kurla Complex,
Dalal Street, Mumbai — 400 O01	Bandra (E), Mumbai — 400 051

Scrip Code: 523836	NSE Symbol: GUJRAFFIA

Subiect : Notice of 32"" Annual General Meeting of the company

Dear Sir/Madam,

Pursuant to provision of Regulation 30 of the SEBI (Listing Obligations and Disclosure requirements), Regulations, 2015, please find enclosed herewith the notice of 32"" Annual General Meeting of members of the company scheduled to be held on Friday, 21" day of September, 2018 at 2:00 P.M. at registered office of the company situated at Plot No. - 455, Santej-Vadsar Road, Village: Santej, Taluka: Kalol -382 721.

Kindly take note of the same in your records.

Thankingyou,

Yours faithfully,

For Gujarat Raffia Industries Ltd Q3 giput)

Hardik Patel I779 4: Company Secretary & compliance officer"

NOTICE IS HEREBY GIVEN THAT THE 32nd ANNUAL GENERAL MEETING OF THE MEMBERS OF M/S. GUJARAT RAFFIA INDUSTRIES LIMITED WILL BE HELD AS SCHEDULED BELOW:

Day: Friday
Time: 2.00 p.m.
Place: At the Registered Office of the Company at: Plot No. - 455, Santej-Vadsar Road, Village: Santej, Taluka: Kalol -382 721. Dist: Gandhinagar.

To transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements as at 31st March, 2018 including the Audited Balance Sheet as at 31st March, 2018, the Statement of Profit and Loss and cash flow statement for the year ended on that date and reports of the Directors' and Auditors' thereon.
1. To appoint a Director in place of Mrs. Sushma Pradeep Bhutoria (DIN: 00284819) who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

Special Business:

3. ISSUE OF EQUITY SHARES ON PREFERENTIAL BASIS TO THE PROMOTERS/PROMOTER GROUP:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL RESOLUTION:

"RESOLVED THAT in accordance with the provisions of Section 42, 62 and all other applicable provisions if any of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or reenactment thereof for the time being in force), Securities Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and subsequent amendments thereto (the "SEBI (ICDR) Regulations, 2009"), and subject to the regulations/guidelines, if any, issued by the Government of India, the Reserve Bank of India and any other applicable laws, rules and regulations (including any amendment thereto or re-enactment thereof for the time being in force) and the relevant provisions of the Memorandum and Articles of Association of the Company and Listing Agreement/ Regulations entered into by the Company with the Stock Exchanges where the shares of the Company are listed, and subject to such approvals, consents, permissions and sanctions as may be required from the Government of India, Reserve Bank of India, Securities and Exchange Board of India, Stock Exchanges and any other relevant statutory, governmental authorities or departments, institutions or bodies ("Concerned Authorities") in this regard and further subject to such terms and conditions or modifications thereto as may be prescribed or imposed by any of the Concerned Authorities while granting such approvals, and permissions as may be necessary or which may be agreed to by the Board of Directors of the Company (hereinafter referred to as "the Board", which term shall include any Committee constituted by the Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this Resolution), the consent of the Company be and is hereby accorded to the Board to create, issue and allot on preferential basis to the following entities forming part of the Promoter Group of the Company (hereinafter referred to as the "Proposed Allottees"), upto maximum of 409725 (Four Lakhs Nine Thousand Seven Hundred Twenty Five) equity shares of face value of Rs. 10/- each (Rupees Ten Only) at an Issue Price of Rs. 35/- (Rupees Thirty Five Only) per equity share, including a premium of Rs. 25/- (Rupees Twenty Five Only) per equity share, aggregating to an amount not exceeding Rs. 1,44,00,000/- (Rupees One Crore Forty Four

Date: 21st September, 2018

Lakhs Only) or at such higher price as may be determined in accordance with chapter VII of the SEBI (ICDR) Regulations, 2009 upon the conversion of unsecured loan, to the extent outstanding as on date, of the respective Proposed Allottees, and on such terms and conditions and in such manner as the Board may in its absolute discretion deem fit as mentioned below:

Sr.No.	NameoftheProposed Allottees	No of EquityShares to beallotted	Allottee is: QIB/MF /FI/ Trust/Banks/ Others	Mode of Payment
	Promoter Group:
1.	Bengal Business LLP	209725	Others	Inconsiderationoftheextinguishment of the amount due onaccount of the principal debt amount,not exceeding Rs. 73.40 Lakhs fromthe Company.
2.	Asian Gases Limited	200000	Others	Inconsiderationoftheextinguishment of the amount due onaccount of the principal debt amount,not exceeding Rs. 70.00 Lakhs fromthe Company.
	Total	409725

"RESOLVED FURTHER THAT:

(i) The relevant date for the purpose of determining the minimum Issue Price of the shares in accordance with the SEBI (ICDR) Regulations, 2009, be fixed as Wednesday, 22.08.2018, being the 30th day prior to Friday, 21.09.2018, i.e., the date on which the Annual General Meeting of the shareholders is convened, in terms of Section 62(1)(c) of the Companies Act, 2013 (to the extant rules notified) to consider the proposed preferential issue. However, as 22.08.2018, falls on holidays, in terms of the explanation provided under regulation 71 of the SEBI (ICDR) Regulations, 2009, 21.08.2018, being the immediate preceding working day, shall be reckoned as the Relevant Date.
(ii) The equity shares to be issued and allotted pursuant to the preferential allotment shall be in dematerialized form only.
(iii) The new equity shares allotted in terms of this resolution shall be subject to the relevant provisions contained in the Memorandum and Articles of Association of the Company and shall rank pari- passu in all respects with the existing fully paid up equity shares of Rs. 10/- each of the Company.
(iv) The new equity shares to be allotted to the Proposed Allottees shall be subject to a lock-in period in accordance with Regulation 78 of the SEBI (ICDR) Regulations, 2009 and subsequent amendments thereto.
(v) The Board be and is hereby authorized to decide and approve the other terms and conditions of the issue of equity shares, and also shall be entitled to vary, modify or alter any of the terms and conditions, including the issue price on a higher side than mentioned above, as it may deem expedient, without being required to seek any further consent or approval of the shareholders of the Company in AGM.

"RESOLVED FURTHER THAT for the purpose of giving effect to any issue or allotment of equity shares of the Company the Board be and is hereby authorized on behalf of the Company to take all such actions and do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient and to settle any question, difficulties or doubts that may arise in this regard including but not limited to the offering, issue and allotment of equity shares of the Company as it may in its absolute discretion deem fit and proper, without being required to seek any further consent or approval of the shareholders or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any Director or Directors or to any Committee of Directors or to any Officer or Officers of the Company to give effect to the aforesaid resolution."

4. Payment of Remuneration to Mr. Pradeep Bhutoria (DIN: 00284808) as Managing Director of the company

To consider and if thought fit, to pass the following Resolution with or without modification, as an ORDINARY RESOLUTION

"RESOLVED THAT in addendum to earlier resolution dated 11th November, 2016 pursuant to the recommendation of the Nomination and Remuneration Committee, and approval of the Board and subject to the provisions of Sections 196, 197, 198 and 203 read with schedule V and and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), approval of the members of the Company be and is hereby accorded for payment of remuneration to Mr. Pradeep Bhutoria (DIN: 00284808), as Managing Director of the Company:-

1.	Salary	Upto a maximum remuneration Rs. 15,00,000/- P.A. (Rupees Fifteen
		Lakh Only P.A.)
2.	Otherterms&	No sitting fees shall be paid for attending the meeting of the Board
	Conditions	of Director or Committee thereof.

"RESOLVED FURTHER THAT the Board of Directors and the Nomination & Remuneration Committee be and is hereby authorised to vary or increase the remuneration specified above from time to time to the extent the Board of Directors may deem appropriate, provided that such variation or increase, as the case may be, is within the overall limits as specified under the relevant provisions of the Companies Act, 2013 and/or Schedule V.

RESOLVED FURTHER THAT in the event in any financial year during the tenure of the Executive Director, the Company does not earn any profits or earns inadequate profits as contemplated under the provisions of Schedule V to the Companies Act, 2013, the Company may pay to the Executive Director, the above remuneration excluding commission amount payable on the minimum remuneration by way of salary, Perquisites and Other terms & Conditions as specified above and subject to receipt of the requisite approvals.

5. Payment of Remuneration to Mrs. Sushma Bhutoria (DIN: 00284819) as Whole Time Director of the company

To consider and if thought fit, to pass the following Resolution with or without modification, as an ORDINARY RESOLUTION

"RESOLVED THAT in addendum to earlier resolution dated 09th February, 2017 pursuant to the recommendation of the Nomination and Remuneration Committee, and approval of the Board and subject to the provisions of Sections 196, 197, 198 and 203 read with schedule V and and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), approval of the members of the Company be and is hereby accorded for payment of remuneration to Mrs. Sushma Bhutoria (DIN: 00284819), as Whole Time Director of the Company:-

1.	Salary	Upto a maximum remuneration Rs. 10,00,000/- P.A. (Rupees tenLakh Only P.A.)
2.	Otherterms&	No sitting fees shall be paid for attending the meeting of the Board
	Conditions	of Director or Committee thereof.

6. Payment of Remuneration to Mr. Abhishek Bhutoria (DIN: 07263523) as Executive Director of the company

To consider and if thought fit, to pass the following Resolution with or without modification, as an ORDINARY RESOLUTION

"RESOLVED THAT in addendum to earlier resolution dated 27th May, 2017 pursuant to the recommendation of the Nomination and Remuneration Committee, and approval of the Board and subject to the provisions of Sections 196, 197, 198 and 203 read with schedule V and and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), approval of the members of the Company be and is hereby accorded for payment of remuneration to Mr. Abhishek Bhutoria (DIN: 07263523), as Executive Director of the Company:-

1.	Salary	Upto a maximum remuneration Rs. 10,00,000/- P.A. (Rupees ten
		Lakh Only P.A.)
2.	Otherterms&	No sitting fees shall be paid for attending the meeting of the Board
	Conditions	of Director or Committee thereof.

7. Investment(s), Loans, Guarantees and security in excess of limits specified under section 186 of Companies Act, 2013

To consider and approve, the following resolution with or without modification, as a Special resolution:

"RESOLVED THAT pursuant to Section 186(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification thereof for the time being in force and as may be enacted from time to time), and in terms of Articles of Association of the Company and subject to such approvals consents, sanctions and permissions as may be necessary, the consent of the members be and is hereby accorded to the Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include any Committee which the Board may constitute for this purpose or any person(s) authorized by the Board) for making investment(s) in excess of limits specified under section 186 of Companies Act, 2013 from time to time in acquisition of securities of any body corporate or for giving loans, guarantees or providing securities to any body corporate or other person / entity whether in India or outside India, as may be considered appropriate for an amount not exceeding Rs.50 crores (Rupees Fifty crores only), notwithstanding that such investment and acquisition together with the Company's existing investments in all other bodies corporate, loans and guarantees given and securities provided shall be in excess of the limits prescribed under section 186(3), of the Companies Act, 2013.

"RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board of Directors of the Company be and is hereby authorized to finalize and execute all agreements, documents and writings and to do all acts, deeds and things in this connection and incidental thereto as they may in their absolute discretion deem fit to give effect to this resolution."

By Order of the Board For Gujarat Raffia Industries Limited Sd/- Pradeep Bhutoria Managing Director DIN: 00284808

Place: Santej Date: 11.08.2018

Plot No.455, Santej Vadsar Road, Village: Santej, Taluka: Kalol-382721. Dist: Gandhinagar CIN: L17110GJ1984PLC007124

NOTES:

1. The Explanatory Statement as required under Section 102 of the Companies Act, 2013, is annexed herewith and forms part of the Notice.
1. The Auditor's certificate certifying that the Issue of equity shares on Preferential Basis is being made in accordance with the SEBI (ICDR) Regulations, 2009 on preferential issues, will be available for inspection at the Registered Office of the Company between 11.00 a.m. to 1.00 p.m. on all working days up to the date of AGM and at the AGM.
1. The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on 27th September, 2016.
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE "MEETING") IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE COMPANY'S REGISTERED OFFICE, DULY COMPLETED AND SIGNED, NOT LESS THAN 48 (FORTY-EIGHT) HOURS BEFORE THE MEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORETHAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. 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 A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

1. Corporate members intending to send their Authorised Representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the Meeting.
1. A member registered under Section 8 of the Companies Act, 2013 shall not be entitled to appoint any other person as his / her proxy unless such other person is also a member of the Company.
1. Members are requested to bring their dully filled attendance slip along with their copy of Annual Report at the Meeting.
1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names as per the Register of Members of the Company will be entitled to vote.
1. Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays and Sundays, during business hours (10.00 a.m. to 05.00 p.m.) up to the date of the Meeting.
1. Pursuant to the Section 91 of the Companies Act, 2013, Register of Members and Share Transfer Book of the Company will remain closed from Saturday, 15th September, 2018 to Friday, 21st September, 2018 (both days inclusive).
1. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents, Link Intime India Private Limited, to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to the Company or its Registrars & Transfer Agents (RTA), Link Intime India Private Limited.
1. 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 their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Link Intime India Private Limited (RTA).
1. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may file nomination in the prescribed Form SH-13 and for cancellation/variation in nomination in the prescribed Form SH-14 with the Company's Registrar and Transfer Agent. In respect of shares held in electronic/demat form, the nomination form may be filed with the respective Depository Participant
1. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to Link Intime India Private Limited, for consolidation into a single folio. The share certificates will be returned to the members after making requisite changes thereon.
1. Non-Resident Indian Members are requested to inform Link Intime India Private Limited immediately of:
- a. Change in their residential status on return to India for permanent settlement.
- b. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
1. To support the 'Green Initiative' members who have not registered their e-mail addresses so far are requested to register their e-mail address with RTA /Depository Participants for receiving all communication including annual report, notices, circulars, etc. from the company electronically.
1. Members desirous of obtaining any information concerning accounts and operations of the Company are requested to address their questions in writing to the Company at least 7 days before the date of the Annual General Meeting so that the information required may be made available at the Annual General Meeting.
1. The Company has connectivity from the CDSL & NSDL and Equity Shares of the Company may also be held in the electronic form with any Depository Participant (DP) with whom the members/investors are having their depository account. The ISIN No. for the Equity Shares of the Company is INE610B01024. In case of any query/difficulty in any matter relating thereto may be addressed to the Registrars & Transfer Agents (RTA).
1. Trading in the shares of the Company is compulsorily in dematerialized form for all investors. Dematerialization would facilitate paperless trading through state-of-the-art technology, quick transfer of corporate benefits to members and avoid inherent problems of bad deliveries, loss in postal transit, theft and mutilation of share certificate and will not attract any stamp duty. Hence, we request all those members who have still not dematerialized their shares to get their shares dematerialized at the earliest.
1. The Notice of the AGM along with the Annual Report 2017-18 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.
1. Information relating to the Directors proposed to be appointed and those retiring by rotation and seeking re-appointment at this Meeting, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Notice.
1. In compliance with the provisions of section 108 of the Act and the Rules framed there under, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all resolutions set forth in this Notice.

PROCEDURE FOR E-VOTING

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Tuesday, 18th September, 2018 at 10.00 a.m. and ends on Thursday, 20th September, 2018 at 05.00 p.m.. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 14th September, 2018, 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.
(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:

	For Members holding shares in Demat Form and Physical Form
PAN	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/DepositoryParticipant are requested to use the sequence number which is printed onPostal Ballot / Attendance Slip / Address Slip indicated in the PAN field.
DOB	Enter the Date of Birth as recorded in your demat account or in the company recordsfor the said demat account or folio in dd/mm/yyyy format.
DividendBankDetails	Enter the Dividend Bank Details as recorded in your demat account or in thecompany records for the said demat account or folio.•Please enter the DOB or Dividend Bank Details in order to login. If the detailsare 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).

(viii) After entering these details appropriately, click on "SUBMIT" tab.
(ix) 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.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(xi) Click on the EVSN for the relevant 'Gujarat Raffia Industries Limited' on which you choose to vote.
(xii) 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.
(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
(xiv) 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.
(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) 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 [email protected].

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 should be mailed to [email protected] 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 [email protected].

Mr. Himanshu Maheshwari, Practicing Company Secretary [ACS No. 14406] has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The scrutinizer shall within a period of not exceeding Two (2) working days from the conclusion of the e-voting period unblock the votes in presence of atleast two witnesses not in the employment of the company and make a scrutinizer's report of the votes cast in favour or against, if any, forthwith to the Chairman of the company. The result shall be declared at or after the Annual General Meeting of the company. The result declared along with the scrutinizer's report shall be placed on company's website www.griltarp.com and on the website of CDSL within two days of passing of resolutions at the Annual General Meeting of the company and communicated to BSE Limited and National Stock Exchange.

(xx) All documents referred to in the accompanying notice and the explanatory statement shall be open for inspection at the registered office of the company during normal business hours (10.00 am to 5.00 pm) on all working days.

By Order of the Board For Gujarat Raffia Industries Limited Sd/- Pradeep Bhutoria Managing Director DIN: 00284808

Place: Santej Date: 11.08.2018

Registered Office: Plot No.455, Santej Vadsar Road, Village: Santej, Taluka: Kalol-382721. Dist: Gandhinagar CIN: L17110GJ1984PLC007124 EXPLANATORY STATEMENT TO BE ANNEXED TO NOTICE PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (TO THE EXTANT RULES NOTIFIED AND APPLICABLE) AND DISCLOSURES AS REQUIRED UNDER REGULATION 73 OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2009, AND SUBSEQUENT AMENDMENTS THERETO ["SEBI (ICDR) REGULATIONS, 2009"].

Item No. 3: Preferiantial issue:

The Board of Directors at their meeting held on 11.08.2018, upon the request letters dated 01.08.2018 received from all of the respective proposed allottees, wherein they requested the Company either to make payment of their part loans outstanding or to convert their loans in to Equity Shares/ Warrants, has decided to convert amount due toward the unsecured loan of all the proposed allottees forming part of the Promoters/ Promoter Group, i.e., Bengal Business LLP and Asian Gases Limited, into the Equity Shares of the Company. Further, the Board has also considered that in view of current financial situation and liquidity position of the Company, it would be in the interest of the Company to convert the unsecured loans due to the Company of the Promoters/ Proposed allottees in Equity Shares, which will enhance the Networth and financial ratio of the Company.

Since the Equity Shares are proposed to be issued and allotted on private placement basis, the consent of the shareholders by a Special Resolution is necessary in terms of section 62(1)(c) of the Companies Act, 2013 subject to receipt of requisite corporate and regulatory approvals. The aforesaid issue and allotment of Equity Shares will be governed by the provisions of the SEBI (ICDR) Regulations, 2009 and subsequent amendments thereto.

Disclosure that is required to be made pursuant to clause 73(1) of the SEBI (ICDR) Regulations, 2009:

a) Object of the Issue:

The members are informed that the object of the issue of the equity shares by way of the proposed preferential offer is to convert the outstanding amount of unsecured loans of all the Proposed Allottees due to the Company into Equity Shares of the Company as it is considered more feasible rather than borrowing from banks and other sources for repayment of the unsecured loans, which are attributed to hefty interest payment. The Promoters/ Proposed allottees of the Company have requested the Board of the Company to either to make payment of their loans outstanding or to convert their outstanding unsecured loan amount due to the Company into Equity Shares/ warrants. Thus, in view of current financial position of the Company, the Board of Directors of the Company has decided to convert unsecured loans in to Equity Shares which is in best interest of the Company and it will also strengthen the financial position of the Company which may increase net worth of the Company.

b) Intention of the Promoters/Directors/Key Management Persons to subscribe to this Offer:

The Promoters/ Promoter Group of the Company, as detailed below, intend to subscribe to the extent of 409725 equity shares of face value of Rs. 10/- (Rupees Ten Only) in lieu of their respective outstanding unsecured loan amount. The details of the Promoters and their unsecured loans outstanding as on date are as under:

Name of the ProposedAllottees	PAN	Amount of unsecured loans which will beadjusted against issue of equity shares(Rs. In Lakhs)	No. ofSecurities
Bengal Business LLP	AARFB6739N	73.40	209725
Asian Gases Limited	AABCA6314K	70.00	200000
	TOTAL	143.40	409725

Except the above, there is no intention of any other Promoters, Directors and Key Management Persons of the Company to subscribe to the captioned Preferential Issue.

c) Shareholding Pattern before and after the Offer: (as of 30.06.2018)

The pattern of shareholding before and after the proposed preferential issue of Equity Shares would be as under:

		Post- Preferential Issue
Class of Members	Pre- Preferential Issue	(Assuming full allotment of
		409725 equity shares)

	No. of	% of share	No. of	% of share
	Shares	capital	Shares	capital
A.Promoters/ Promoter Group:
a. Indian Promoters
(i) Proposed Allottees	541814	10.85	951539	17.61
(ii) Others	1164253	23.31	1164253	21.54
b. Foreign Promoters	0	0.00	0	0.00
Total for Promoter Group (A)	1706067	34.16	2115792	39.15
B.Public Shareholdings:	0	0.00	0	0.00
iMutual Fundii Institutional	00	0.000.00	00	0.000.00
iiiCentral/ State Government/President of	0	0.00	0	0.00
India
ivNon Institutional
-Individuals
a. Individual members holding nominal	2899128	58.04	2899128	53.64
share capital up to Rs. 2 Lakhs
b. Individual members holding nominal	250544	5.02	250544	4.64
share capital in excess of Rs. 2 Lakhs
c. NBFCs registered with RBI	1687	0.03	1687	0.03
d. Foreign Nationals	500	0.01	500	0.00
e. Any Other
-Bodies Corporate	65463	1.31	65463	1.21
-Clearing Member	7248	0.15	7248	0.13
-Non-resident Individual	24157	0.48	24157	0.45
-HUF	39981	0.80	39981	0.74
v Any Other
-Custodian/DRHolder/Employee	0	0.00	0	0.00
benefit Trust
Total Public Shareholdings (B)	3288708	65.84	3288708	60.85
GRAND TOTAL (A) + (B)	4994775	100.00	5404500	100.00

(i) The identity of the natural persons who are the ultimate beneficial owners of the equity shares proposed to be allotted and/ or who ultimately control the proposed allottee and the percentage of Post Preferential Issue Capital that may be held by them:

NameoftheProposed Allottee	Category	Identity of theNaturalPerson who istheultimateBeneficialOwner	PrePreferentialIssueandShareof the Co.	EquityVotingCapital	Equity Sharestobeand allotted*	issued	Post-Issueof the Company*	PreferentialEquityandVoting Share Capital
			No.	%	No.	%	No.	%
Bengal Business LLP	Promoter	Mr. PradeepBhutoria	300579	6.02	209725	3.88	510304	9.44
Asian Gases Limited	Promoter	Mr. PradeepBhutoria	241235	4.83	200000	3.70	441235	8.16

*Calculated on the post preferential issue capital of the Company, i.e., 5404500 fully paid-up equity shares.

d) Lock-in :

The aforesaid allotment of equity shares shall be locked-in as per the provisions of Chapter VII of the SEBI (ICDR) Regulations, 2009. Further, the entire Pre-Preferential allotment shareholding of all the proposed allottees, if any, shall also be under lock–in from the relevant date up to a period of six months from the date of receipt of the trading approval from BSE Limited i.e., the only Stock Exchange where the equity shares of the Company are listed.

e) Change in the control or composition of the Board:

Subsequent to the proposed issue of Equity Shares there will neither be a change in control nor a change in the management of the Company. However, there will be a corresponding change in the shareholding pattern as well as voting rights consequent to the captioned preferential allotment of Equity Shares.

f) Price of the Issue:

The preferential allotment of 409725 equity shares of the face value of Rs. 10/- each shall be issued at a price of Rs. 35/- (Rupees Thirty Five Only) per equity share, including a premium of Rs. 25/- (Rupees Twenty Five Only) per equity share, aggregating to an amount not exceeding Rs. 1,44,00,000/- (Rupees One Crore Forty Four Lakhs Only) or at such higher prices as may be determined as per Chapter VII of the SEBI (ICDR) Regulations, 2009.

g) Undertakings :

i. The Issuer Company undertakes that they shall re-compute the price of the Equity Shares in terms of the provision of SEBI (ICDR) Regulations, 2009, where it is required to do so.
ii. The Issuer Company undertakes that if the amount payable on account of the re-computation of price is not paid within the time stipulated in terms of the provision of SEBI (ICDR) Regulations, 2009, the Equity Shares shall continue to be locked–in till the time such amount is paid by the allottees.

h) Auditor`s Certificate :

A copy of the certificates from the Statutory Auditor of the Company, i.e., M/s. V. S. Agarwal & Associates, Chartered Accountants, certifying that the issue of the Equity Shares is being made in accordance with the requirement of the SEBI (ICDR) Regulations, 2009 for Preferential Issue, will be available for inspection at the Registered Office of the Company during 11.00 a.m. to 1.00 p.m. on any working day up to the date of AGM and at the AGM.

i) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer: This is not applicable in the present case since the Company being a Listed Company the pricing is in

terms of SEBI ICDR Regulations. Further, the proposed allotment is for cash consideration.

j) No. of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

During the year, no preferential allotment has been made to any person.

k) Disclosures pertaining to willful defaulters:

Neither our Company, nor our Directors or Promoters have been identified as willful defaulters by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

Any equity shares issued as above, that may remain unsubscribed for any reason whatsoever, may be offered and allotted by the Board in its absolute discretion to any person/entity/investor, on the same terms and conditions.

Pursuant to the above preferential allotment of the equity shares, no change in management control is contemplated. The equity shares arising out of issue of equity shares pursuant to the proposed resolution shall rank pari- passu in all respects with the existing equity shares of the Company and will be listed on the BSE Limited, where the Equity Shares of the Company are listed.

None of the Directors of the Company, Key Managerial Personnel and their relatives is, in any way, concerned or interested in the said resolution except to the extent of their respective shareholding in the Company and also to the extent of fresh equity shares being allotted to the Companies in which they are interested as Director or Shareholder. The Board of Directors believes that this Preferential Issue will be in the best interest of the Company and its Shareholders.

Regulation 72(1)(a) of the SEBI (ICDR) Regulations, 2009 provides that the Preferential Issue of specified securities by a Listed Company would require approval of its shareholders by way of Special Resolution. The Board, therefore, recommends the above mentioned Special Resolutions as set out in the item no. 3 of the accompanied notice for your approval.

Item No. 4:

Mr. Pradeep Bhutoria, Managing Director is responsible for the overall affairs of the Company. The business operations of the Company are growing substantially and there has been increase in the Managing Director's responsibilities. He has been part of sustained growth of the Company. He has commerce degree from Calcutta University. He joined the management team in 1992 and was in charge of Production, finance and Marketing. He stated export business of the company. He spearheads the overall performance of the Company. In view of the same, the Board of Director's of the Company felt it appropriate to re-appoint Mr. Pradeep Bhutoria as Managing Director of the Company, commensurate with his role and responsibilities. Accordingly, the Board of Director of the company at its meeting held on 11th November, 2016 has decided to re-appoint Mr. Pradeep Bhutoria as Managing Director for a period of 5 (five) years with effect from 1st January, 2017 with a remuneration Rs. 15.00/- Lacs P.A. (Including Basic Salary, Medical Allowance, Conveyance Allowance and House Rent Allowance with the authority to the Board of Director's to determine the saclary and grant such increases from time to time within the aforesaid limit) based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members of the Company.

The aforesaid remuneration shall be within the ceiling limits as mentioned in schedule V of the Companies Act, 2013

Mr. Pradeep Ratanlal Bhutoria himself and Mr. Abhishek Pradeepkumar Bhutoria and Mrs. Sushma Pradeep Bhutoria are interested in the resolution being his relatives.

No other Director, Key Managerial Personnel or their relatives, except Mr. Pradeep Ratanlal Bhutoria, to whom the resolution relates, is interested or concerned in the resolution.

The Board recommended the Ordinary Resolution set out in Item No. 4 for approval of the Members.

Item No. 5:

Mrs. Sushma P. Bhutoria has been Whole Time Director of the Company since 2012. She presently serves as a Whole Time Director of the Company. She became the first woman director on the board of the company and thereby helps Company to meet the new law requiring listed entity to have at least one woman in the boardroom to boost gender diversity. She has a commerce degree from Rajasthan University. She joined management team in the year 2008 and was looking after finance and marketing division of the company. She along with her husband started export business of the company and build company a leading manufacturer of Plastic Tarpaulin and sacks. With her continues support and dedication towards the work Company smoothly manages to start manufacturing of other technical textile products like pond lining, canel lining, Vermibed/Agro sheet etc. She is looking after a overall performance of the organization. She is a strong advocate of the business fundamentals, technology focus and innovative business models of the company. Mrs. Sushma Bhutoria as Whole Time Director of the company, commensurate with her role and responsibilities. Accordingly, the Board of Director of the company at its meeting held on 09th February, 2017 has decided to re-appoint Mrs. Sushma P. Bhutoria as Whole Time Director for a period of 5 (five) years with effect from 1st April, 2017 with a remuneration Rs. 10.00/- Lacs P.A. (Including Basic Salary, Medical Allowance, Conveyance Allowance and House Rent Allowance with the authority to the Board of Director's to determine the salary and grant such increases from time to time within the aforesaid limit) based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members of the Company.

The aforesaid remuneration shall be within the ceiling limits as mentioned in schedule V of the Companies Act, 2013

Mrs. Sushma Pradeep Bhutoria herself and Mr. Abhishek Pradeepkumar Bhutoria and Mr. Pradeep Ratanlal Bhutoria are interested in the resolution being her relatives.

No other Director, Key Managerial Personnel or their relatives, except Mrs. Sushma Pradeep Bhutoria, to whom the resolution relates, is interested or concerned in the resolution.

The Board recommended the Ordinary Resolution set out in Item No. 5 for approval of the Members.

Item No. 6:

Mr. Abhishek P. Bhutoria (DIN: 07263523) is a Director of the Company and joined the Board of Directors of the Company in Septmber, 2015. He did his Master Degree in the Field of Business Administration from California State University, USA. Considering his full time involvement into the affairs of the business of the Company the Board of Director of the company at its meeting held on 27th May, 2017 has decided to pay remuneration to Mr. Abhishek P. Bhutoria as with effect from 1st April, 2017 with a remuneration Rs. 10.00/- Lacs P.A. based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members of the Company.

Mr. Abhishek P. Bhutoria himself and Mrs. Sushma Pradeepkumar Bhutoria and Mr. Pradeep Ratanlal Bhutoria are interested in the resolution being his relatives.

No other Director, Key Managerial Personnel or their relatives, except Mr. Abhishek P. Bhutoria, to whom the resolution relates, is interested or concerned in the resolution.

The Board recommended the Ordinary Resolution set out in Item No.6 for approval of the Members.

Details of Directors seeking Appointment/Re-appointment at the Annual General Meeting

Name of the Director	Mr. Pradeep Bhutoria	Mrs. Sushma Bhutoria
Date of Birth and Age	18-10-1959 & 58 Years	25-08-1962 & 55 Years
Date of Appointment	01-01-2007	21-02-2008
Qualification	B.Com	B.Com
Expertise in specific	28 years in Line of activity of	14 years in Business
functional areas	Marketing, Production, Finance	Administration

Directorship held in other	NIL	NIL
companies (Excluding
Foreign Companies)
Membership/Chairmanship	Audit Committee Member,	Nil
of committee of other	Stakeholder Relation sheep
Companies (includes only	Committee Member
Audit Committee and Share
holders/Investor Grievance
Committee )
Number of Share Holder	6,69,029	1,38,310

Item No. 7:

Investment(s), Loans, Guarantees and security in excess of limits specified under section 186 of Companies Act, 2013

In order to make optimum use of funds available with the Company and also to achieve long term strategic and business objectives, the Board of Directors of the Company proposes to make use of the same by making investment in other bodies corporate or granting loans, giving guarantee or providing security to other persons or other body corporate or as and when required.

Pursuant to the provisions of section 186(3) of the Companies Act, 2013 and rules made there under, the Company needs to obtain prior approval of shareholders / members by way of special resolution passed at the General Meeting in case the amount of investment, loan, guarantee or security proposed to be made is more than the higher of sixty percent of the paid up share capital, free reserves and securities premium account or one hundred percent of free reserves and securities premium account.

Accordingly, the Board of Directors of the Company proposes to obtain approval of shareholders by way of special resolution as contained in the notice of the Annual General Meeting for an amount not exceeding Rs. 50,00,00,000/- (Rupees Fifty Crores Only) outstanding at any time notwithstanding that such investments, outstanding loans given or to be given and guarantees and security provided are in excess of the limits prescribed under Section 186 of the Companies Act, 2013.

The Board accordingly recommends the Special Resolution set out at Item No. 7 of the Notice for approval by the Members.

None of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the Notice.

By Order of the Board For Gujarat Raffia Industries Limited Sd/- Pradeep Bhutoria Managing Director DIN: 00284808

Place: Santej Date: 11.08.2018

registered Office: Plot No.455, Santej Vadsar Road, Village: Santej, Taluka: Kalol-382721. Dist: Gandhinagar CIN: L17110GJ1984PLC007124

ATTENDANCE SLIP CIN: L17110GJ1984PLC007124 GUJARAT RAFFIA INDUSTRIES LIMITED

Registered office: Plot No.455, Santej Vadsar Road, Village: Santej, Taluka: Kalol-382721.

Dist: Gandhinagar.

Date: ______________

Please fill Attendance Slip and hand it over at the entrance of the meeting venue:

Name
Address
DP Id *
Client Id *
Folio No.
No. of shares held

I certify that I am the registered shareholder/proxy for the registered shareholder of the Company.

I hereby record my presence at the Annual General Meeting of the Company held on 21st September, 2018 at 2.00 p.m. at the registered office of the Company at Registered office at Plot No.455, Santej Vadsar Road, Village: Santej, Taluka: Kalol-382721 Dist: Gandhinagar.

________________________ Signature of Shareholder/Proxy

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]

Name of the Member(s)
Registered Address
E-mail Id	Folio No /Client IDDP ID
	I/We, being the member(s) of ____________shares of the above named company. Hereby appoint
Name :	E-mail Id:
Address:
Signature , or failing him

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

Name :	E-mail Id:
Address:

Signature , or failing him

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 32nd Annual General Meeting of the company, to be held on the 21st September, 2018 at 02: 00 p.m. at the registered offce of the company at Plot No. 455 Santej-Vadsar Road, Village: Santej, Taluka: Kalol - 382721 and at any adjournment thereof in respect of such resolutions as are indicated below:- Note:

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting.

The proxy need not be a member of the company

Sr.	Business		Option
No			For	Against
	ORDINARY BUSINESS
1.	To receive, consider and adopt the Audited Financial Statements as at 31stst March, 2018,March, 2018 including the Audited Balance Sheet as at 31the Statement of Profit and Loss for the year ended on that date and reportsof the Directors' and Auditors' thereon
2.	To appoint a Director in place of Mrs. Sushma Bhutoria (DIN: 00284819)who retires by rotation at this Annual General Meeting and being eligibleoffers himself for re-appointment
	SPECIAL BUSINESS
3.	Issue of equity shares on preferential basis to the promoters/promotergroup
4.	Payment of Remuneration to Mr. Pradeep Bhutoria (DIN: 00284808) asManaging Director of the company
5	Payment of Remuneration to Mrs. Sushma Bhutoria (DIN: 00284819) asWhole Time Director of the company
6	Payment of Remuneration to Mr. Abhishek Bhutoria (DIN: 07263523) asExecutive Director of the company
7	Investment(s), Loans, Guarantees and security in excess of limits specifiedunder section 186 of Companies Act, 2013
	Signed this _______________ day of _______________ 2018Signature of shareholder__________________________	AffixRevenueStamp

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Signature of Proxy holder(s) __________________________

AI assistant

Gujarat Raffia Ind. Ltd. AGM Information 2018

63743_rns_2018-08-28_f23f8090-8eb2-47ae-b516-c214cbc5a3de.pdf

Gujarat Rafiia Industries Limited

cm: L17110GJ1984PLC007124 G

Date: August 28, 2018

Subiect : Notice of 32"" Annual General Meeting of the company