HARSHIL AGROTECH LIMITED — Proxy Solicitation & Information Statement 2020

Jan 23, 2020

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Dated: 22[nd ] January, 2020

To, The Manager, Listing CompliancesDepartment, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

Security Code: 505336

Sub: Intimation Regarding Extra-Ordinary General Meeting, Book Closure and E-voting Cut - off Dates .

Dear Sir/Madam,

With reference to above, we wish to inform you that the Extra-Ordinary General Meeting of the Company is scheduled to be held on Thursday, 20[th] day of February, 2020 at 11:30 am, at B-701, 7[th] Floor, Aurus Chambers, S. S. Amrutwar Marg, Worli, Mumbai – 400013.

The Register of Members and Share Transfer Book will remain closed from Tuesday, 18[th] February, 2020 to Thursday, 20[th] February, 2020 (both days inclusive).

As per Section 108 of the Companies Act, 2013, read with Rule 20 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its members the facility to cast their vote(s) on all the resolutions set forth in the notice by electronic means (“e-voting”). The instructions for e- voting are mentioned in the Notice attached.

Further, we hereby inform that the Company has fixed Thursday, 13[th ] February, 2020 as cut-off date for the purpose of remote e-voting, ascertaining the names of Shareholders holding shares either in physical form or in the register of beneficial owners maintained by the depositories who are entitled to cast their votes electronically.

The remote e-voting shall commence on Monday, 17[th] February, 2020 at 10:00 AM and ends on Wednesday, 19[th] February, 2020 at 5:00 PM.

This is for your kind information and record. Thanking you, Yours faithfully,

For Mirch Technologies (India) Limited

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Shiv Kumar Ladha Managing Director

Notice

Notice is hereby given that the Extra-Ordinary General Meeting of the Company will be held on Thursday, 20[th] February, 2020 at the Registered office of the Company at B -701,7[th] Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013 at 11:30 a.m. to transact the following business:

SPECIAL BUSINESS:

1. To consider, approve the resolution under Section 180 (1) (a) of the Companies Act, 2013 for selling, leasing or otherwise disposing off the assets of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in supersession of all earlier resolution(s) passed by the Members of the Company and pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and the provisions of the Memorandum and Articles of Association of the Company and all other applicable rules, regulations, guidelines and other provisions of law, and also subject to all necessary approvals, consents, permissions and sanctions from the concerned authorities/bodies and subject to such terms and conditions as may be imposed by any of them, the consent and approval of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee which the Board may have constituted or hereinafter constitute from time to time to exercise its powers including the power conferred by this resolution) to transfer, sell, assign, deliver or otherwise dispose-off from time to time, in one or more tranches, the whole or substantially the whole of the asset(s)/ undertaking(s) of the Company and/or of its subsidiaries together with all tangible and intangible assets (including its investment in subsidiary companies), liabilities, contracts, books, ledgers, records, pertaining to accounts, finances, information technology, insurance policies, rights, government or regulatory licenses and permits, employees and all other rights and claims of the Company pertaining to the said asset(s)/ undertaking(s), on a slump sale basis or by any other mode as a going concern or otherwise, to any related or unrelated person(s)/ body(ies)/ entity(ies)/ company(ies), for such consideration(s) whether in cash or otherwise and on such terms and conditions and in such manner as the Board may in its absolute discretion decide or as it may deem fit.

“RESOLVED FURTHER THAT the Board be and is hereby authorised and empowered to make efforts to identify the potential buyer(s) either in India or abroad, to negotiate with them regarding the above transaction and authorized to do and perform or cause to be done all such acts, deeds, matters and things, as may be required or deemed necessary or incidental thereto, and to settle, approve, ratify and finalise all issues that may arise in this regard, without further referring to the Members of the Company, including without limitation, finalising and executing any agreements, writings, papers, memoranda, deed(s) of assignment/ conveyance, undertaking and/ or such other document(s) as may be necessary or expedient in their own discretion, and to delegate all or any of the powers or authorities herein conferred to any Director(s) or other official(s) of the Company, or to engage any advisor, consultant, agent or

intermediary, as may be deemed necessary and to do all necessary and incidental acts to give effect to this resolution.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred, to any Committee of Directors or any one or more Directors of the Company and to delegate such powers to any Officers of the Company as it may consider necessary or expedient or to engage any advisor, consultant, agent or intermediary, as may be deemed necessary to give effect to this resolution.”

By Order of the Board of Directors

For Mirch Technologies (India) Limited

Sd/Place: Mumbai Shivkumar Ladha Dated: 21[st] January, 2020 Chairman

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY, TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY SHOULD HOWEVER BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Members are requested to bring their attendance slip along with their copy of Annual Report to the meeting.

3. Relevant documents referred to in the accompanying Notice open for inspection by the members at the Registered office of the Company on all working days, except Saturday, during business hours up to the date of the meeting.

4. Corporate members intending to send their Authorized Representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

5. The Register of Members and Share Transfer Book of the Company will be closed from 18[th] February, 2020 to 20[th] February, 2020 (both days inclusive).

6. Members holding share in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company / RTA.

7. 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 Participant with whom they are maintaining demat accounts. Members holding shares in physical form can submit their PAN to the Company / RTA.

8. Members holding shares in the single name and physical form are advised to make nomination in respect of their shareholding in the Company. The nomination form will be sent by RTA on request to the respective shareholders.

9. 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 RTA, for consolidation into a single folio.

Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communication including Annual Reports, Notices, and Circulars etc. from the Company electronically.

1. Members are requested to make all correspondence in connection with held by them by addressing letters directly to the RTA or the Company at its registered office address.

2. As per Ministry of Corporate Affairs’ (MCA) Green initiative, all the members are requested to intimate their e-mail address to the Company’s Registrar and Share Transfer Agent whose e-mail ID is busicomp@vsnl.com mentioning the Company’s name i.e, Mirch Technologies (India) Limited, so as to enable the Company to send the Annual Reports and Accounts, notices and other documents through electronic mode to their e-mail address in the future.

13. Voting through Electronic means

In compliance with the provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended from time to time) the Company is pleased to provide members, facility to exercise their right to vote at Extra-Ordinary General Meeting by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL). The Facility for voting by way of polling paper shall also be made available at the meeting and members attending the meeting who have not already cast their vote by remote e-voting may exercise their voting right at the meeting by using polling paper. The members who have cast their vote(s) by using remote e-voting may also attend the Meeting but shall not be entitled to cast their vote(s) again at the Meeting.

The instructions for e-voting are as under:-

In case of members receiving e-mail:

• (i) Log on to the e-voting website www.evotingindia.com

• (ii) Click on “Shareholders” tab.

• (iii) 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 voted on an earlier voting of any company, then your existing password is to be used.

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

(vi)Ifyou	are a first time user follow the stepsgiven 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/Depository Participant are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field. • In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.
DOB#	Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyyformat.
Dividend Bank Details#	Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. • Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares held by you as on the cutoff date in the Dividend Bank details field.

(vii) After entering these details appropriately, click on “SUBMIT” tab.

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

• (ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (x) Click on the EVSN for the relevant on which you choose to vote.

• (xi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO asdesired. The option YES implies that you assent to the Resolution andoption NO implies that you dissent to the Resolution.

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

• (xiii) After selecting 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 the image verification code and click on Forgot Password & enter the details as prompted by the system.

• Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on tohttps://www.evotingindia.co.in and register themselves as Corporate.

• They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to helpdesk.evoting@cdslindia.com.

• After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

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

In case of members receiving the physical copy:

Please follow all steps from sl. no. (i) to sl. no. (xvi) above to cast vote.

1. The voting period begins on 17[th] February, 2020 at 10.00 am and ends on 19[th] February, 2020 at 5.00 pm. During this period shareholders of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e on 13[th ] February, 2020, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

2. 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.co.in under help section or write an email to helpdesk.evoting@cdslindia.com.

By Order of the Board of Directors For Mirch Technologies (India) Limited

Place: Mumbai Dated: 21[st] January, 2020

Sd/Shivkumar Ladha

Chairman

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following statement sets out all material facts relating to the Special Business mentioned in the accompanying Notice:

Item no. 1

Members of the Company are requested to note that Section 180 (1)(a) of the Companies Act, 2013 mandates that the Board of Directors of a company shall exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the company, only with the approval of the members of the Company by way of a special resolution. Explanation (i) to Section 180(1) (a) of the Companies Act, 2013 states that the meaning of an ‘undertaking’ for the purposes of Section 180(1) of the Companies Act, 2013 is an undertaking in which the investment of the company exceeds twenty percent of its net worth as per the audited balance sheet of the preceding financial year or an undertaking which generates twenty percent of the total income of the company during the previous financial year. Explanation (ii) to Section 180 (1)(a) of the Companies Act, 2013 states that the meaning of ‘substantially the whole of the undertaking’ for the purposes of Section 180(1) is in any financial year, twenty percent or more of the value of the undertaking as per the audited balance sheet of the preceding financial year.

Accordingly, pursuant to Section 180(1)(a) of the Companies Act, 2013, members of the Company are further requested to note that their consent to the Board is being sought by way of a Special Resolution to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the company.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way concerned or interested, financially or otherwise, in the resolution set out at item number 1 of the Notice.

The Board recommends the Special Resolution set out at item number 1 of the Notice for approval by the Shareholders.

By Order of the Board of Directors

For Mirch Technologies (India) Limited

Sd/-

Place: Mumbai Dated: 21[st] January, 2020

Shivkumar Ladha

Chairman

ROUTE MAP TO THE AGM VENUE

Venue: B- 701, 7[th] Floor, Aurus Chambers, S. S. Amrutwar Marg, Worli, Mumbai – 400013.

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Landmark : Mahindra Tower, Worli – Mumbai Distance from Lower Parel Railway Station - 1 Km (approx) Distance From Worli- 2 Km (approx)

Form No. MGT-11

Proxy form

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

CIN: L27290MH1972PLC016127

Name of the company: Mirch Technologies (India) Limited Registered office: B -701, 7[th] Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013.

Name of the member (s): Registered address:

E-mail Id: Folio No/ Client Id: DP ID:

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

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1. Name: _____ E-mail Id:__
Address: _______
______Signature:____ or failing him/her
2. Name: _____ E-mail Id:__
Address: _______
______Signature:___or failing him/her
3. Name: _____ E-mail Id:___
Address: _______
_______Signature:______ or failing him/her
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as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the ~~Annual general meeting~~ / Extra Ordinary general meeting of the company, to be held on the Thursday of February 20, 2020 At 11.30 a.m. at B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg Worli, Mumbai - 400013 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Special Business

1.To consider and approve the resolution under Section 180 (1) (a) of the Companies Act, 2013 for selling, leasing or otherwise disposing off the assets of the Company.

Signed this…… day of……… 2020. Signature of shareholder Signature of Proxy holder(s)

Affix Revenue Stamp

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.

ATTENDENCE SLIP

MIRCH TECHNOLOGIES (INDIA) LIMITED

B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013. CIN: L27290MH1972PLC016127

PLEASE FILL ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING VENUE

Joint Shareholders may use photocopy of this attendance Slip

Folio No. /DP ID/Client ID:

Number of shares held:

I certify that I am a member / proxy for the member of the Company.

I hereby record my presence at the Extra-Ordinary General Meeting of the Company at the Registered Office at B-701, 7th Floor, Aurus Chambers, S.S. Amrutwar Marg, Worli, Mumbai - 400013 on Thursday, February 20, 2020 at 11.30 a.m.

…………………….……… …….…………………... Name of the Member / Proxy Signature of the Member / Proxy (In BLOCK letters) (In BLOCK letters)

Note: Shareholder/Proxy holder desiring to attend the meeting should bring this copy of the Annual Report for reference at the Meeting.

• Applicable for investors holding shares in electronics form.