% Regd. Office: Plaza Panchsheel, "A" Wing, 5th floor. Hughes Road. Behind Dharam Palace. Grant Road (West). Mumbal - 400007 INDIA Tel. 48122767037400 - Fax: +91-22-67037403 - www.hubtown.co.in. ' CIN,L452OOMH1989PL0050688

September 20, 2018

To.

BSE LimitedRelationship DepartmentThe CorporateP.J. Towers, Dalal Street1" Floor,400 001Fort, Mumbai —	India LimitedofNational Stock ExchangeThe ListingDepartmentExchange Plaza, Bandra Kurla ComplexBandra (East),400 051Mumbai —
Scrip Code: 532799	Symbol: HUBTOWN

Dear Sir,

Sub: Notice of 30"1 Annual General Meetinq

We wish to inform you that 30"1 Annual General Meeting (AGM) of the Company is scheduled to be held on Thursday, September 27, 2018 at 10.00 am. at Walchand Hirachand Hall, 4'h Floor, Indian Merchants' Chamber Building, lndian Merchants' Chamber Marg, Churghgate, Mumbai— 400020 to transact the Ordinary and Special business mentioned in the notice convening the AGM.

In view of the above and in pursuant to Regulation 30 read with Clause 12 of Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith certified true copy of AGM Notice for your records.

Please take the above information on record.

Thanking you,

Yours faithfully, For Hubtown Limited cum 9.6016423. /

Chetan Mody Company Secretary

Encl; a/a

Phone: + 912266040800; Fax2+ 912266040612; E-maii:investorcel|@hubtown.co.in :Website :www.hubtown,co.in

Hubtown Limited

notICe of 30mannuaL GeneraL meetInG

NOTICE IS HEREBY GIVEN THAT THE THIRTIETH ANNUAL GENERAL MEETING OF THE MEMBERS OF HUBTOWN LIMITED WILL BE HELD ON THJBDAY. SEPTEMBER 27, 2018 AT 10.00 A.Mr AT WALCHAND HIRACHAND HALL. 4TH FLOOR, INDIAN MERCHANTS' CHAMBER BUILDING, INDIAN MERCHANTS CHAMBER MARG.CHURCHGATE, MUMBAI400020TOTRANSACT THE FOLLOWING BUSINESS :

ORDINARY BUSINESS :

l Toreceive. consider and adopt:
- (a) theAudited Frnandal Statements ofthe Company torthe financial yearended March 31.2018andthe Reports ofthe Board of Directors and theAuditorsthereon.
- (b) theAudited Consolidated finandal Statements of the Corrpany forthe financial yearended March 31 , 2018 and the Reports of the Board of Directors andthe Auditorsthereon,
2 Toappoint a Director in plaoeof Mr.Vyomesh M.Shah(DlN:00009596), who retires byrotation and being eligible. otters himselfforreappointment.

SPECIAL BUSINESS :

Toconsrderandifthoughtlit. to passwith orwithout modification(s). thetollowing resolutions:

As an Ordinary Resolution :

3 APPOINTMENT OFMR.SHAILESH HINGARH ASAN INDEPENDENT DIRECTOR

"RESOLVED THAT in accordance with the provisions of Section 152 and all other applicable provisions, ii any. ofthe Companies Act, 2013 ("the

Act") read With the Companies (Appointm entand Qualification of Directors) Rules, 2014 (including any statutory modification(s)or re-enactment thereafter the time being in force). Mr. Shailesh Hingarh (DIN:00166916).who wasappointed bythe Board of Directors pursuant to the provisions ct Section 161 of the Act and the Articles of Association of the Company as an Additional Director of the Company in the category of New Executive Independent Director with effect from March 22. 2018 and who holds office upto the date of this Annual General Meeting and in respect ofwhom the Company has received a notice in writing from a memberalongwith the depositotthe requisite amount under Section 160 ofthe Act proposing his candidature for the office of a Director ofthe Company, be and is hereby appointed asa Director of the Company;

RESOLVED FURTHER THAT pursuanttc the provisions ofSections 149,150. 152 and otherapplicable provisions. liany.otthe Companies Act.2013 "the Act") and the Rules made thereunder, (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the said Act and Regulation 17 of the SE (Listing Obligations and Disclosure Requirements) Regulations. 2015. Mr. Shailash Hingarh (DIN:00166916). a Director of the Company who has submitted a declaration that he meets the criteria of independence as prescribed under Section 149 (6) of the Act. be appointed asa Non-Executive Independent Director of the Company. not liable to retire by rotation for aterm 015 (five) consecutive years with etfecttrom March 22. 2018."

AsanOrdinary Resolution :

4 PAYMENT OFCOMMISSION T0 NON-EXECUTIVE DIRECTORS

"RESOLVED THAT pursuant to the provisions of Sections 197, 198 and other applicable provisions. it any. of the Companies Act. 2013 read with Schedule V to the said Act and the Companies (Appointment and Remuneration of Managerial Remuneration) Rules. 2014 (including any statutory m odificalionts)or re-enactm entthereolfor the tim e being in force). and Regulation 17 (6)01 the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. consent oIthe Company be and is hereby accorded to the payment and distribution oi a sum not exceeding 1% oi the net profit 01 the Company calculated in accordance with the provisions of Section 196 ofthe Act. subject to a maximum am ountol Rs.40.00.000/- (Rupees Forty Lakh) pertinenciat yeartor three financial years commencing Irom 2016-2019 to 2020-2021. by way at commission loine Non-Executive Directors otlhe Company in such proportion asmay be decided bythe Board of Directors from tim e to time."

As an Ordinary Resolution :

' RATIFICATION OF REMUNERATION PAYABLE TOTHECOST AUDITOR OFTHECOMPANY FORTHE FINANCIAL YEAR 2018-2019

"RESOLVED THAT pursuant to the provisions of Section 148 (3) and other applicable provisions. it any. of the Companies Act. 2013 read with the Companies (Audit and Auditors) Rules. 2014 (including any statutory modification(s) or re-enaclment thereafter the time being in force). the members hereby ratily and approve the payment of remuneration of ' 5,00.000I- (Rupees Five Lakh) plus applicable taxes and out-ofpocket expenses actually incurred during the course of audit to Messrs Dr C. Dave 8t Cor, Cost Accountants Firrn Registration No. 000611) appointed as CostAudrtor bythe Board 0 Directors to conductthe audit ofthe cost records of the Company fort e iinancral year 2018-2019:

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary. properand expedientto give etioctto this resolution."

For HUBTOWN LIMITED CHETAN Murphy]. S. MOD COMPANY SECRETARY

HLIETELUI'I

nothe (Contd.)

AsaSpeclal Resolution :

6, ISSUANCE OFREDEEMABLE NON-CONVERTIBLE DEBENTURES ONA PRIVATE PLACEMENT BASIS

IRESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions. if any. of the Companies Act, 2013 read with Rule 14 of the Companies (Prospectus and Allotm ent of Securities) Rules 2014, the Secunties and Exchange Board of indie (issue and Listing of Debt Securities) Regulations. 2008 asamended and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015, including any am endm ent. rn oditication, variation or re-enactment to any of the fore olng and other applicable guidelines. directions or laws, the consent of the members of the Company be and Is hereby accorded to the Board 0 Directors ofthe Company (hereinafter referred to asthe 'Board'which term shall bedeemed to include any committee(s) constituted/ to be constituted byths Board. from time to time.

to exerdse its powers conferred by this resolution, to issue Redeemable Non~convertible Debentures ('NCDs'i secured or unseaired. in one or

more series for an amount not exceeding - 5.000l- crore (Rupees FiveThousand Crore only) on a private placement basisthrough issue of private placement offer letter. on such terms and conditions and to such person(s) asthe Board may. from time to time determine and consider proper and most beneficial to the Company including without limitation. as to when the said NCDs are to be issued. the consideration for the issue. mode of payment, coupon rate. redem ption period, utilization of issue proceeds and all other matters connected therewith or incidentalthereto;

maven WRITER THAT tor the purpose of giving effect to the aforesaid resolution. the Board be and is hereby authorised to finalise. settle and execute such documents! agreements including but not limited to the listing agreement I affidavits I declarations l undertakings tray be necessary in connectiontherewith and to do all such acts. deeds. matters and things as may be considered necessary or expectant. lnctuding appointment of intermediaries. arrangers. Registrars, Depositories. Tmstees, Legal Advisors. Bankers and other appropriate entities and dsoto delegate all or any of the above powers to any officers! one or more directors/managing director or any other principal officer ofthe Cannery on such conditionsasthe Board may deem fit."

ByOrder ofthe Bard FcrHubtown Limited

Chetan s. Mody Company Secretary ITS—2196

Mumbai May 29. 2016

Notes I

1, AMEMBER ENTITLED TOATTEND ANDVOTEATTHEANNUAL GENERAL MEETING (AGM) IS ENTITLED TOAPPOINT ONEOR MORE PROXIES TOATTEND ANDVOTE INSTEAD OF HIMSELF ANDA PROXY NEED NOT BEA NENBEROFTHECOMPANYA
The Proxy Form, in orderto be valid and effective, should beduly completedand signed and be lodgedwith the Company atits registered office notlessthan forty~eight hours before the scheduled commencementofthe AGM.
A Proxy shall not have a right to speak atthe AGM and shall not beentitled to vote excepton a poll.
A person can actasa proxy on behalfof members not exceeding fifty (50)and holding inthe aggregate not morethanten percent ofthe total share capital of the Company carryingvoting rights. lfa proxy is appointed for more than fifty (50) members. the proxy shall choose anyfifty members and confirm the same to the Company not Iaterthan 48 hours before the commencementofthe meeting. Inwse, the proxyfailsto do so.the iirsttifty proxies received bythe Company shall beconsidered asvalid.
A in em berhoiding m ore than ten percent of the total share capital ofthe Company may appointasingle person asproxy and such person shall notactasa proxy for any other person orshareholder.
During the period beginning 24 hours before the tim e fixed for the commencementof the meeting and ending with the conclusion of the meeting, a m em berwould be entitled to inspect proxies lodged atany time during the business hours of the Company, providedthat not less than three days of notice in writing isgiven to the Company.
Corporate members intending to send their authorised representatives to attend the Annual General Meeting are requested to send a duly certifiedcopy oftheir Board Resolution authorizingtheir representah'ves to attend and vote on their behalfetthe AGM.
The Explanatory Statement pursuant to Section 102 it ) ofthe Comanies Act, 2013. setting out all material facts relatingto special business at item Nos 3 to 6 of this Notice is annexed herewith and should betakenaspart ofthis Notice.
MembersIProxieisepresentatives should bring the enclosed duly filled Attendance Slip. for attending the Meeting. Copies ofthe Annual Report orlhe Attendance Slip will not be distributed atthe AGM.
The Register of Beneficial Owners, Register of Members and Share Transfer Books of the Company shall remain closed from Friday, September 21 . 2018 to Thursday. September 27. 2018 (both days Inclusive) in oonnectionwith the AGM.
1. Members having any questions on the Annual Report are requested to sendtheir queries atleast ten days before the AGM.which will enable the Company to furnishthe replies atthe AGM.

HUBTHLIJI'I

notICe (Contd.)

12 Members arereouested:
- a to notify immediately any change in their registered addresses alongwith PIN CODE numberto their respective Depository Participants (DPs) in respectof equity shares held in electronic form and to the Registrar and ShareTransferAgentoIthe Company atLink Intim 2 India Private Limited in respectof equity shares held in physical form ; and
- to register their e-m ailaddress and changes therein from tim e to tim e with Link Intim e India Private Lim itedfor shares held in physical form andwith their respective Depository Participants for shares held in dematform.
The members of the Company had approved the appointm ent of M/s. M. H. Dale! 5 Associates, Chartered Accountanls (Firm Registration No: 112449W) asthe statutory Auditors ol the Company atthe Twenty Ninth AGM ofthe Company which is valid till the Thirty Fourth AGM ofthe Company. In accordance with the provisions ofthe Companies (Amendment) Act. 2017 notified on May 7.2018 bythe M in isiryof Corporate Affairs. the appointm ent of Statutory Auditors is not required to be ratified atevery AGM.
In accordance With the provrsions of Regulation 36(3)o1the SEBl(Listing Obligations and Disclosure Requirements) Regulations. 2015 (the SEBI Listing Regulations) andthe provisions ofthe Secretarial Standard (SS-2)onGeneraiMeetings. brielprolileofthe Directors seeking reappointm ent inthe ensuing AGM are provided in the Annexure to this Notice.
The Notice of the 30th AGM and the Annual Report of the Company for the year 2017-2018 circulated to the members of the Company WI" also be made available on the Company's website www.hubtown.co.ln and also on the website of the respective Stock Exchanges at www.bseindia.com and www.nseindia.com. The physical copy ofthe Annual Reportwill also beavailable atthe Registered Office ofthe Company for inspection during norm aI business hours on working days.
The Securities and Exchange Board of india has mandated the submission of Permanent Account Number (PAN)byevery participantin securities market Members holding shares in electronic form are,therefore. requested to submilthe PAN to their respective Depository Participants with whom they are maintainingtheir dem ataccounts. Members holding shares in physical form can submit their PAN to the Registrar and Transfer Agent
Pursuant to the DI'OVlSlOnS of Section 124 (5)ofthe Companies Act.2013,the dividend which remains unclaim edlunpaid for a period of seven yearslrom the dateofiransferto the Unpaid DividendAccount ismandatorily required to betransferred bythe Company to the creditof'lnvestor Education and Protection Fund'(lEPF) established by the Central Government undersub-section (1)of Section 125 ofthe said Act. In accordance Wilhlhe above provisions. the unclaimed dividend that are duetortransfer to IEPFare as under:

Sr. No.	Financial Year	Date of Declaration of Dividend	Tentative Datefortransfer to IEPF
1	2010—2011	11.08.2011	08.09.2018
2	2011-2012	07.11.2012	12.12.2019
3	2012- 2013	30.09.2013	03.11.2020

The IEPF Rules mandate the companies to transfer such shares of members ofwhom dividends remain unpaid/unclaimedfor a period of seven consecutive years to the demat account of the IEPF authority. Hence. the Company urges allthe members to encashl claim their respective dividend during the prescribed period. The Company has uploaded the Information in respect of the Unclaimed Dividends for the aforesaid financial years on the Company's website atwww.hubtown.co.inand the website of IFPFatwwwieptgovjn.

Asperthe provisions ofSection 720fthe Companies Act.2013readwith Rule 190fCompanies (ShereCapitaIand Debentures) Rules.2014.facilily form aking nominations isavailable to the members in respect ofthe equity shares held byfhem ,The nom ination form can be downloadedfrom the Company's website www.hubtown,co.in underthe section 'lnvestors'. sub-section 'Investor Services
Electronic copy of the Notice of the 30th AGM of the Company inter-alia indicating the process and manner die-voting along with Attendance Slipand Proxy Form is being sentto the members whose e-mail leare registered with the Company I Depository Participants forcommunication purposes unless any mem berhas requested for a physical copy ofthe same. Formembers who have not registered their e-mailaddress. physical copies of the Notice of the 30th AGM of the Company inter-alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode. Members who desire to receive documents/communicationin electronic mode are requested to registertherr e-mailaddress with Registrar andTransferAgentofthe Company byfilling upthe 'ecommunication Registration Form'printed at the end ofthisAnnuaI Report.

Members holding shares in electronic form are requested to register theire-mailaddress with their respective Depository Participant. Evenafter registering for e-communication, members are entitled to receive annual reports and other communication in physical form. upon making a request for the same.

The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act. 2013. will beavailable for inspection bythe members atthe AGM. .
The Register of Contracts orArrangements inwhich Directors are interested. maintained under Section 189ofthe Companies Act. 2013. will be available for inspection bythe members atthe AGM,

HLJETELLIH

notICe (Contd.)

1. a. Pursuant to Section 108 of the Companies Act. 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2014 ('the Ries') and Regulation Mot the $3 Listing Regulations. the aforesaid businesses may also betransao'ted through electroniovoting system and accordingly, the Company is pleased to provide remote e-voting facility (ewotingfrom a place otherthan venue of the AGM) to all Its shareholders in addition to voting in person in the AGM; '
- b. ThefacilInyorvoting through polling papershallalsobe made available atthe meetingand members attending the m eetingwho have not already castlheirvote by remote e-voting orbyballot shall be able to vote atthe AGM: and
- c. The members who have already casttheirvote by remote e-voling orby ballot priorto the AGM mayalso attend the AGM. but shaltnot be entitledto casttheirvote again.
1. The Company hassigned anagreement with CDSLforfaciIitating remote e-voling and ispleased to otterrernote e-votlngfaclllty asanalternate. to itsshareholders to enable them to casttheirvotes electronically instead of exercising their votes by physical Postal Ballot Forms.The instructions tor remote e-voting are annexed to this Notice.
1. The members can opt for only one mode of voting i.e.either by Ballotor remote e-voting, In case. members casttheirvotesthrough both the modes.voting done by Ballotshall be considered valid andtho votes castthrough remote e-voting shallbe considered asinvelid.
1. The voting rights ofthe members shall be in proportion to their share in the paid-up equity share capital of the Company as on Thursday, September 20. 2018 i.e.the date priorto the comm encementof book closure. being the cut-off date.
1. Pursuant to Rule 20 of the Companies (Management and Administration) Rules. 2014 as amended from time to time and the SEBI Listing Regulations, the Company. in orderto enable its members, who do not have accessto remote e-voting facility.to aendtheir assentordissent in writing in respectofihe resolutions assetout in this Notice. isenclosing a Ballot Form alongwith the Annual Report,
1. A mem berdesirlng to exercise voting by usingthe Ballot Form shalloompletethe enclosed Ballotform with assent (FOR)and dissent (AGAINST) and send It to the Scrutinizer. Mr.Ashish Bhatt. Practiclng Company Secretary. duly appointed bythe Board of Directors olthe Company, In the enclosed postage pre-paid self-addressed envelope. Ballot Form deposited in person orsent bypostorcourleratthe expense ofthe memberwill also be accepted etthe Registered Office of the Company.
1. Please convey your assent in Column 'FOR'anddissent in column'AGAINST' by placing atick (¢)mark inthe appropriate column inthe Ballot Form only.The assent! dissent received in any other form [mannerwill not be considered,
1. The duty completedand signed Ballot Forms should reach the Scrutinizer on orbeiore Wednesday. September 26.2018 (5.00 pm. IST).The Ballot Forms received afterthe said date/time shall be strictly treated asif the reply trom the memberhas not been received.
1. Unsigned / incom plete Ballot Forms will be rejected. The Scrutinizer's decision on validity ofthe Ballot Form shall befinal.
1. A membermay request for a duplicate Ballot Form. it so required bywriting to the Company atits Registered Office or by sending an e-mallto [email protected] by mentioning their Folio NoJDP ID and Client ID. However. the duplicate Ballot Form should reach the Scrutinizer not laterthan Wednesday. September 26. 2018 (5.00 pm IST).
1. Any person who acquires shares of the Company and becomes a rn em berof the Company afterthe dispatch ofthis Notice and holds shares asof the cut~oftdate i.e.Thursday. September 20. 2013. may obtain login ID and password by sending a request to [email protected] bymentioning his/her Folio No./ DP IDand Client ID. However. ita memberisalready registered with CDSLfor e-voting.then such membercan usehisl her/ its existing userlDand password forcasting his/ her/ its vote.
1. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection without anytee atthe Registered Office ofthe Company during working hours on eliworking days except Saturdays. upto and includingthe date of the AGM ofthe Company.

INSTRUCTIONS FOR E-VOTING

Thelnstructlons for shareholders votingetectronlcally areesunder:

l Thevoting period begins at 9.00 am. on Monday, September 24. 2018 and ends at 5.00 pm on Wednesday. September 26. 2018. During this period shareholders' of the Germany. holding shares either in physical form or in dermterialized form, seen the cut-off date of Thursday. Septerrber 20. 2018 may casttheir vote eledronlcally. The e-voting module shall be disabled byCCELfor voting thereafter.
ii. Thesharehotders should log onto the e-votingwebsite www.evotingindia.com.
iii- Clickon Shareholders / Members.
N Novventeryour UserID
- a ForCDSL: 16digits beneficiary ID.
- b, ForNSDL: 8 Character DP IDfoIIowed byB Digits Client ID.
- c Members holding shares in Physical Form should enter Folio Number registered with the Company,
v. Next enterthe ImageVerification asdisplayed and Clickon Login.
VI Ifyou are holding shares in dem atform and had logged on to www.cvotingindlacom andvoted on anearliervoting of any company. then your existing password isto be used.

isisishd villia

notice (Contd.)

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

	For Members holding shares in Demat Form and Physical Form
PAN	Enteryour 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both dematshareholders aswell as physical shareholders)
	Members who have not updated their PAN with the Company/Depository Participant are requested to use thesequence number which is printed on Postal Ballot / Attendance Slip indicated in the PAN field.
	For Members holding shares in Demat Form and Physical Form
DividendBank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in theCompany records in order to login.
	If both the details are not recorded with the depository or the Company please enter the member ID/ folio no. inthe Dividend Bank details field as mentioned in instruction (iv).

After entering these details appropriately, click on "SUBMIT"tab. viii

Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in dematform ix. 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 on 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 andtake utmost care to keep your password confidential.
For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. $\chi$
Click on the EVSN of <HUBTOWN_LIMITED> on which you choose to vote. xi.
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.
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 XIV. vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote. XV.
You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page. xvi.
If a demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot xvii. Password and enter the details as prompted by the system.
xviii. Shareholders canalsocasttheir vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
Note for Non-Individual Shareholders and Custodians
- Non-Individual shareholders (i.e. other than Individuals, HJF, 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 [email protected]
- After receiving the login details a Compliance User should be created using the admin login and password. The Compliance Userwould 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 [email protected] and on approval of the accounts they would beable 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.

Incase you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available atwww.evotingindia.com, under help section or write an email to [email protected].

HLIETELUI'I

Annexure to the Nothe

EXPLANATORY STATEMENT IN RESPECT OFSPECIAL BUSINESS PURSUANT TO SECTION 1020FTHE COMPANIES ACT, 2013 ('the Act').

Asrequired bySection 1020fthe Companies Act.2013 (theAct).the following explanatory statem entsets outallmaterialfactsreiatingto the business mentioned under Item Nos.3to BofIhe accompanying Notice.

lternNo. 3

The Board of Directors in its meeting held on March 22, 2018 has appointed Mr. Shailesh Hingarh as an Additional Director of the Company in the category of Non-Executive lndependentDirectorwith effectfrom March 22,2018. Mr. Hingarh holdsoffice uptothe dateofthis Annual General Meeting interms of Section 161 ofthe Actand in respect cfwhom the Company has received a notice in writing from a mem beraiongwith the requisite deposit. proposingthe candidature of Mr. Shaiiesh Hingarh as a candidate for the office of Director of the Company.

Pursuant to Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014. it is proposed that Mr. Shaiiesh Hingarh who meets the criteria of independence as provided in Section 149 (6)of the Act. be appointed asan Independent Director ofthe Company. not liable to retire by rotation.to hold office for aterm of5 (five) consecutive years commencing from March 22,2018.

Mr. Shailesh Hingarh, is not disqualified from being re-appointed as Director byvirtue ofthe provisions of Section 164 ofthe Act.

lnthe opinion ofthe Board, Mr. Shailesh Hingarh fulfills the conditions specified in the Actandthe Rules madethereunderfor his appointmentasan lndependentDirecIor of the Company and is independent of the management of the Company. Having regard to the qualification.knowledge and experience, his appointm entfor the first term offive consecutive years as Independent Directorwill be in the interest of the Company. A copy of the draft Ietterof appointmentfcr Independent Director setting out the terms and conditionswould be available for inspection without anyfee bythe members aithe Registered Office of the Company during normal business hours on anyworking day, excluding Saturday and Sunday.

Brief resume of Mr. Shailesh Hingarh. nature of his expertise in specific functional areas, names of companies In which he holds directorships and memberships/Chaimanshlps of Committee of the Board, etc. as stipulated under Regulation 36 (3) of the SEBI Listing Regulations and Secretarial Standards —882 on General Meetings are provided in the Annexure —| to this Njioe M. S'B'Ied't Hngah isnd reiaedto a'lyfiredor or key Wat Wanna cftt'ieorrpmy.

The Directors recommend the resolution at Item No.3 ofthe accompanying Notice for approval ofthe members.

Exceptfor Mr. Shailesh Hingarh beingthe appointee, noother Directors and Key Managerial Personnel and their relatives are concerned orinterested, financiallyorotherwise, in the aforesaid resolution.

Item No.4

Atthe 27th Annual General Meeting of the Comany held on Septerrber 29. 2017. the rnerrbers had approved of the payment of corrm'ssion to Non erunive Directors of the Corrpany not exceeding one percent perannum ofthe net profits ofthe Corrpeny. subject to acelllng limit of ' 40,00,0001- (Rupees Forty Lakh) perannum for a period of 3 (three) years commencing from April 1.2015 to March 31, 2018. Itis proposed to continue with the payment of commission to Non Executive Directors of the Company. Accordingly, it is proposed that in terms of Section 197 ofthe Act, the Directors (apartfrom the Executive Chairman and the Managing Director) be paid. for each of the 3 (three) consecutive financial years commencing April 1.2018 to March 31, 2021. remuneration not exceeding one percent perannum of the net profits of the Company, subject to a ceiling limit of ' 40.00,000/- (Rupees Forty Lakh) perannum, computed in accordance with the provisions of the Act. This remuneration will be distributed amongst the Non Exewtive Directors in accordance with the directions given bythe Board.

Thisrem uneraticn shall be In addition to the sitting tees payableto the Non Executive Directors ofthe Company for attendingthe meetings ofthe Board orCommittees of the Board orfor any other purpose whatsoever as may be decided by the Board. and reim bursem entot expenses for participation In the Board and other meetings.

The Board recommends the resolution at Item No.4 ofthe accompanying Notice for approval ofthe members.

All the Directors of the Company except the Btemtive Chairman and the Managing Director, and their relatives to the extent of their shareholding interes. if any. in the Con'pany may bedeerned to beconcemed or interested in the resolution setcut atttem No.4 ofthe acconpanying Notice to the extentof the remunerationthat may be received bythem.

ItemNo. 5

The Board of Directors of the Company in its meeting held on May 29, 2018. on the recommendation of the Audit and Compliance Committee, and subjectto the approval ofthe members onthe remunerationto bepaid to the CostAuditor. approved the appointmentof Messrs Dtc. Dave&Co., Cost Accountants (Firm Registration No.000611) asthe CostAuditorto conductthe audit of the cost records of the Company forthe Financial Yearending March 31 . 2019.

lnaccordance with the provisions of Section 148 ofthe Act readwith the Companies (AuditandAuditors) Rules. 2014,the remuneration payable to the CostAuditor requires to be ratified bythe members ofthe Company. Accordingly, ratification ofthe members Issought. as referred to in the resolution at item No.5 of the accompanying Notice, for the payment ofthe remuneration amounting to ' 5,00,000I- (Rupees Five Lakh) for costaudit plus applicable taxesandout-of-pocketexpenses to the CostAuditcrforthe Financial Yearending March 31,2019.

The Board recommends the resolution at Item No. 5 ofthe accompanying Notice for the approval ofthe members.

None ofthe Directors and Key Managerial Personnel ofth e Company 0 rtheir relatives are, in any way, concerned or Interested. financially crotherwise inthe said resolgtio .

HIETRIIIE

Annexure to the NotiCe (Contd.)

Item No. 6

Section 42 of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 (the Rules), deals with private placement of securities by a company. Sub-rule (2) of the said Rule 14 states that in case of an offer or invitation to subscribe for non-convertible debentures on private placement, the company shall obtain previous approval of its shareholders by means of a special resolution only once in a year for all the offers or invitation for such debentures during the year. Rule 18 of the Companies (Share Capital and Debentures) Rules, 2014 deals with the issue of secured debentures.

Keeping in view the aforesaid legal provisions, the members of the Company had atthe 29th Annual General Meeting of the Company held on October 30, 2017, authorised the Board of Directors of the Company to offer or invite subscription for non-convertible debentures, in one or more series / tranches, aggregating upto • 5,000/- crore on private placement basis. The members may note that the Company has not made any private placement of non-convertible debentures pursuant to the said authorization during the Financial Year ended March 31, 2018.

However, in order to augmentthe long term resources for financing, inter-alia, the ongoing capital expenditure and for general corporate purposes, the Board may, at an appropriate time, offer or invite for subscription for secured / unsecured redeemable non-convertible debentures, in one or more tranches on private placement basis, issuable / redeemable at par or premium depending upon the then prevailing market conditions.

Accordingly, the consent of the members is soughtfor passing the special resolution asset out at Item No. 6 of the accompanying Notice. This resolution is an enabling resolution authorizing the Board of Directors of the Company to offer or invite for subscription to non-convertible debentures on a private placement basis, as may be required by the Company, from time to time upto an aggregate amount not exceeding * 5,000/- crore for a period of one year from the date of passing of this resolution.

The Directors recommend the special resolution at Item No. 6 of the accompanying Notice for approval of the members.

Save and except for the shares of the Company held by them, none of the Directors and Key Managerial Personnel of the Company and their relatives, are in any way, concerned or interested, financially or otherwise, in the said resolution.

By Order of the Board For Hubtown Limited

Chetan S. Mody Company Secretary FCS-2196

Mumbai May 29, 2018

HUBTELUI'I

ANNEXURE - I

Details of Directors seeking reappointment In the ensuing Annual General Meeting pursuant to Regulation 38 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with clause 1.2.5 ofSecretarial Standard SS-Zon General Meetings

Name of the Directors	Mr.Vyomesh M. Shah(DIN :00009596)	Mr.Shaiiesh Hingarh(DIN:00186916)
Particulars
Age	58years	51 years
Qualification	Commerce Graduate and Chartered Accountant	Chartered Accountant
Daleotappointment	Febmary 16,1959	March 22, 2018
No.0! shares held	75,40,000 equity shares	Nil
Expertise in specific functionalareas.	0ver28years oi experience and expertise In thefield of construction. project planning' finance.management and property development.	0ver20years 01 experience in the field ofcorporate finance, construction! miningbusiness and internationaitrade
Terms and conditionsot appointment/reappointment	Appointedfor a term of 5 (five) years fromJanuary 1,2017to December 31.2021. Liable toretire by rotation	Specified In resolution no. 3 oi the Notice,
Remuneration Iastdrawn	Please rater MGT-9' forming part oithe AnnualReport 2017-2018.	Nil
Noof Board meetings attended during theyear	11	1.*[appointedwith efiectfrom March 22. 2018]
Relationship with other Directors. ManagerandKeyManagerial Personnel	Related to Mr. Hemant MrShah. ExecutiveChairman ofthe Company	None
Directorships held in other companies	Joyous Housing Limited	Shree Salasar Investments Lim itedJaikh Fabricast Engineering Private LimitedShatnmjay Credit Services LimitedTRC Financial Services Lim liedVinca Realtors Private LimitedZental Dmgs LimitedOnline Management Services LLP
Membership/Chainnanship of committees ofthe Company	Member of Audit and Compliance Committee,Corporate Social Responsibility Committee. RiskManagement Committee and Com mittee ofDirectors	Member of Audit and Compliance Committeeand Slakeholders' Relationship Committee
Membership/Chairmanship of committees ofotheroompanies	None	None

HUBTNUN

Annexure to the NotICe (Contd.)

For HUBTOWN LIMITED Mody ns, CHETAN S. MODY COMPANY SECRETARY

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Hubtown Limited AGM Information 2018

62027_rns_2018-09-21_3f7b5093-ecc1-421c-b4b2-148e2240467d.pdf