Kamanwala Housing Construction Ltd — Proxy Solicitation & Information Statement 2019

Mar 8, 2019

mmnwnm NOUSING COHSTKUCTlOll Lll'llTED

fiDl'.'liNlSTl'lATlVE OFFiCE: 405406, NEW UDYOG MANDIH - 2. E». MOGUL LANE, MAHIM (WEST), MUMBM - 400 016. Tel: ²⁴⁴⁷ SOLD, ²⁴⁵⁵ 6029. 2.1-1? ^{4983 0} Fax ^{2447 4968 0} Email _'kamana-mlafigmailmm Websne www.karnanwalahous:119.com - CIH L65990lfiH1964PLCOSESSS

March 08, 2019

To, BSE Limited, 1St Floor, Rotunda Building, B.S. Marg, Fort, Mumbai - 400 001 Scrip Code: 511131

Dear Sir,

Sub: Extraordinary General Meeting is scheduled to be held on March 30, 2019.

With Reference to the above-mentioned subject, we wish to inform that, an Extraordinary General Meeting is scheduled to be held on Saturday, 30th March, 2019 at the administrative office of the Company situated at 405/406, New Udyog Mandir-Z, Mogul lane, Mahim (West), Mumbai — 400 016, Maharashtra.

The notice of the same is enclosed herewith for your reference. You are requested to kindly take note of the same.

Thanking you,

Yours faithfully,

For Kamanwala Housing Constructions Limited

Sejal Desai Company Secretary & Compliance Officer Kamanwala Housing Construction Limited Registered Office: 802, C-1, 8th FIr, "A"Wing, Pinnaacle Corp. Park, Opp. BKC Tele. Exchange, BKC, Mumbai, Bandra (East), Mumbai - 400051 Maharashtra, India.

NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that Extraordinary General Meeting of members of KAMANWALA HOUSING CONSTRUCTION LIMITED will be held on Saturday, 30th March, 2019 at 11.00 AM. at the administrative office of the Company situated at 405/406, New Udyog Mandir— 2, Mogul Lane, Mahim (West), Mumbai—400016 to transact the following businesses:

SPECIAL BUSINESS:

1. To Re-appoint Mrs. Pushpa Jain (DIN: 00180753) as Whole Time Director of the Company:

To consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013, as amended from time to time thereto and the Articles of Association of the Company, and subject to such modifications, variations as may be approved and acceptable, approval of the Company be and is hereby accorded for the re—appointment of Mrs. Pushpa Jain (DIN: 00180753) as Whole Time Director of the Company, whose office will be liable to determination by retirement by rotation, for further period of 5 (five) consecutive years from February 1, 2019 to January 31, 2024 and payment of remuneration for the aforesaid period on the terms and conditions which are set out in Explanatory Statement annexed to the notice convening this meeting, as approved by the Nomination & Remuneration Committee in its meeting held on February 11, 2019."

"RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the tenure of the appointment, the Whole Time Director shall be paid salary, perquisites and other allowances, subject to ceiling as specified in Schedule V of the Companies Act, 2013 from time to time and subject to the approval of the Central Government, if so required, in accordance with the provisions of the Companies Act, 2013."

"RESOLVED FURTHER THAT any one Director or the Company Secretary of the Company be and are hereby authorized to take such steps and do all other acts, deeds and things as may be necessary or desirable to give effect to this resolution."

2. To Re-appoint Mr. Bhanwarlal Jogani (DIN 00053085) as an Independent Director of the Company.

To consider and if thought fit, to pass with or without modification(s), the following resolutions as Special Resolution:

"RESOLVED THAT pursuant to recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors in their respective meetings held on 11th February, 2019 and 2nd March, 2019 and pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations") (including any statutory modification(s) or re enactment thereof for the time being in force), the approval of the Members of the Company be and is hereby accorded for re—appointment of Mr. Bhanwarlal Jogani (DIN 00053085) whose current period of office is expiring on 31St March, 2019 and who has submitted a declaration confirming the criteria of Independence under Section 149(6) of the Companies Act, 2013 read with the Listing Regulations, as amended from time to time, and who is eligible for re—appointment for a second term under the provisions of the Companies Act, 2013, rules made thereunder and Listing Regulations and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, as an Independent Non— Executive Director of the Company, whose term shall not be subject to retirement by rotation, to hold office for further period of 5 (five) consecutive years w.e.f. 1st April, 2019 to 31st March, 2024."

"RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 ("Amendment Regulations, 2018"), Mr. Bhanwarlal Jogani (DIN 00053085) aged 78 (seventy eight) years, the approval of members of the Company be and is hereby accorded for continuation of his appointment as an Independent Non—Executive Director of the Company for further period of 5 consecutive years, even after attaining the age of 75 years, on such terms and conditions as provided in explanatory statement."

"RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorized 'Committee' thereof) be and is hereby authorized to do and perform all such acts, deeds, matters or things as may be considered necessary. appropriate, expedient or desirable to give effect to above resolution."

Registered Office:	Βv
802, C-1, 8th Flr,	For K
8"A" Wing,	C٥
Pinnaacle Corp. Park,
Opp. BKC Tele. Exchange,
BKC, Mumbai,
Bandra (East),	8.
Mumbai - 400051
Maharashtra, India.
2ª March. 2019.

Order of the Board amanwala Housing onstruction Limited

Seial Desai Company Secretary Compliance Officer

NOTES:

• A MEMBER ENTITLED TO ATTEND AND VOTE $\mathbf{1}$ . AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. HOWEVER, THE PROXY IN ORDER TO BE EFFECTIVE MUST REACH THE REGISTERED OFFICE OF THE COMPANY ATLEAST 48 HOURS. BEFORE THE COMMENCEMENT OF THE MEETING.
• Proxies in order to be effective, must be deposited 2. at the Company's Registered Office not less than 48 hours before the time of the Meeting.
• 1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to items 1.8.2 of the Notice is annexed hereto.
• $\overline{4}$ . Details of Directors' appointment/re-appointment pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Listing Agreement with the Stock Exchange are annexed hereto.
• 1. The Corporate Members intending to send their duly authorized representative(s) are requested to send a duly certified copy of the Board resolution authorizing their representative(s) to attend and vote at the Extraordinary General Meeting.
• 1. Members are hereby requested to notify change in their addresses, make correspondence and send documents of share transfers, etc. either directly to the Company at the Registered Office or to the Office of Share Transfer Agents of the Company, M/s Sharex Dynamic (India) Pvt. Ltd., at Unit No.

• Luthra Industrial Premises, Andheri-Kurla Road, Safed Pool, Andheri (East), Mumbai - 400 072.

• $7.$ The Members who hold shares in electronic form are requested to bring their numbers of DP ID/ Client ID for the purpose of proper identification at the Meeting.

• 1. The shareholders, who still hold share certificates in physical form, are advised to dematerialize their shareholding to avail the benefits of dematerialization, which includes easy liquidity since the trading is permitted in dematerialized form only, electronic transfer, savings in stamp duty and elimination of possibility of loss of documents and bad deliveries.
• 1. Electronic copy of the Notice of EGM of 30.03.2019 is being sent to all the Members, whose e-mail IDs are registered with the Company/depository participants for communication purposes unless any Member has requested for a hard copy of the same. For the Members, who have not registered their e-mail address, physical copies of the Notice of EGM of 30.03.2019 are being sent in a permitted mode. Rules $18(3)$ (i) of the Companies (Management & Administration) Rules, 2014 requires a Company to provide advance opportunity at least once in a financial year to the Member to register his e-mail address and any change therein. In compliance with the same, we request the Members who do not have their e-mail ID registered with the Company, to get the same registered with the Company. Members are also requested to intimate to the Company the changes if any, in their e-mail address.
• 1. Voting through electronic means: In compliance with provisions of Clause 44 of the SEBI (LODR) Regulations, 2015, Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, and the Secretarial Standard on General Meetings, the Company is pleased to provide to Members the facility to exercise their right to vote on business to be transacted at this Extraordinary General Meeting by electronic means through e-voting services provided by Central Depository Services (India) Limited (CDSL). A Member who has voted on a resolution through the e-voting facility will not be entitled to change it subsequently. Further, a Member who has voted through the e-voting facility will not be permitted to vote again at the venue of the Extra ordinary General Meeting.

The instructions for e-voting are as under:

A Member receiving physical copy or email [for Members whose email IDs are registered with the Company/Depository Participant(s)]:

Kamanwala housing construction limited

• The voting period begins on 27th March, 2019 $(i)$ (9:00 a.m.) and ends on 29th March, 2019 (5.00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date of 23^rd March, 2019 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• The shareholders should log on to the e-voting $(ii)$ website www.evotingindia.com.
• (iii) Click on Shareholders / Members
• (iv) Now Enter your User ID

For CDSL: 16 digits beneficiary ID,

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Members holding shares in Physical Form should enter Folio Number registered with the Company.

Next enter the Image Verification as displayed and Click on Login.

• If you are holding shares in demat form and $(v)$ 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:

	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 8 digits of the sequence number in the PAN field.
	In case the sequence 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. Eq. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend	Enter the Dividend Bank Details
lBank	or Date of Birth (in dd/mm/yyyy
Details	format) as recorded in your demat
OR Date	account or n the company records
of Birth	in order to login.
(DOB)	If both the details are 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).

• $(i)$ After entering these details appropriately, click on "SUBMIT" tab.
• Members holding shares in physical form will $(ii)$ 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.
• (iii) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (iv) Click on the EVSN for the relevant < Company Name> on which you choose to vote.
• $(v)$ 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.
• (vi) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (vii) 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.

• (viii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• (ix) ch can also lake ^a prlnl ol lhe voles casl by clrckrng on "Cllck here lo prlnl" oplron on lhe Volrng page.

• 00 ll ^a demal accounl holder has lorgollen lhe changed logrn password lhen Enler lhe User lo and lhe lmage verrlrcalron code and clrck on Forgol Password a enler lhe delalls as prompled by lhe syslem.
• (xi) Shareholders can also oasllheirvole using CDSL's mobile app m—Voling available lor android based mobiles. The m—Voling app can be downloaded lrom Coogle Play Slore. Apple and Windows phone users can download lhe app lrom lhe App Slore and lhe Windows Phone Slore respeclively. Please lollow lhe inslruclions as prompled by lhe mobile app while voling on your mobile.

(xn) Nme lor Non — Individual Shareholders and Cuslodians

• Nanslndlvldual shareholders (re. olherlhan lndrvrduals, HUF, NRl elc.) and Cuslodran are requlred lo log on lo www.evolrngrndra.com and reglsler lhemselves as Corporales.
• A scanned copy ol lhe Regrslralron Form bearlng lhe slamp and slgn ol lhe enllly should be emalled lo helgdesk.evc|lng@cdsllndla.ccm.
• Aller recelvlng lhe logrn delalls ^a Ccmpllance User should be crealed uslng lhe admln logrn and password. The Ccmpllance User would be able lo lrnklhe accounl(s) lor whlch lhey wlsh lo vole on.
• The llsl ol accounls lrnked ln lhe logrn should be malled lo helpdesk.evolrng@cdslrndra.com and on approval ol lhe accounls lhey would be able In casl Ihelr vole.
• A scanned copy ol lhe Board Resolulron and Power ol Allorney (POA) whlch lhey have lssued rn lavour ol lhe Cuslodran, ll any, should be uploaded in PDF lormal rn lhe syslem lor lhe scrullnlzer lo verily lhe same.

ln case you have any querles or lssues regardlng envollng, you may reler lhe Frequenlly Asked Queslrons ("FAQs") and e volrng manual avallable al www.evolrngmdra.com, under help seclron or wrlle an small In helgdesk.evcllng@cdsllndla.ccm.

Mr. Devesh Mehla, Pracllclng Company Secrelary has been appornled as Scrullnlzer lor conduclrng esvmmg process ln ^a larr and lransparenl manner.

The Scrullnlzer shall wrlhrn ^a perrod nol exceedlng ^a (lhree) wcrklng days lrom concluslcn ol lhe esvcllng perrod unblock lhe voles ln lhe presence ol al leasl ² (lwo) wllnesses nol ln lhe employmenl ol lhe Company and make Scrullnlzer's Reporl ol lhe voles casl ln lavor or agalnsl, ll any lorlhwrlh lo lhe Chalrman. The resulls shall be declared as per lhe prcceedlngs ol lhe Annual General Meellng ol lhe Company. The resulls declared along wllh Scrullnlzer's Reporl shall be placed on lhe Company's webslle www.kamanwalahousrng.com and on webslle ol CDSL wrlhrn ² (lwo)days ol passlng ol lhe Resolulrons al lhe Annual General Meellng ol lhe Company and communrcaled lo lhe BSE lelled.

Regislered allioe:

Regislered allioe:	By Order ol lhe Board
302, Crl, Elh Fir,	For Kamanwala Housing
E"A" Wlng,	Conslruclion Limiled
Plnnaacle Corp. Park,
Opp. BKC Tele. Exchange,	Sejal Desai
BKC, Mumbar.	Company Secrelary
Bandra (Easl),	a Compliance Ollicer
Mumbal . 4DDDSl
Maharashlra, lndla.
2"'1 March, 2mg

ANNEXURE TO THE NOTICE

Ex planalory Slalemenl

[Pursuanl lo Seclion 102(2) ol lhe Companies Aol, 2013]

1. To Re-appoim Mrs. Pushpa .lain (DIN: 00130753) as Whole Time Direolor ol lhe Company.

Mrs. Pushpa .lain (DIN: 00100753) had been re appornled as Whole Tlme Drreclor ol lhe Company on February ll, 2mg w.e.l February l, 2mg lor ^a perrod ol ⁵ conseculrve years. The lerm ol ollrce ol Mrs.Pushpa Jaln (DlN nmamsa), Whole Tlme Drreclor ol lhe Company explred on January al, 20m. The presenl proposal l5 lo seek lhe Shareholders'approvallorlhererappornlmenloers. Pushpa Jaln (DlN DDlED753) as lhe Whole Tlme Drreclor ln lerms ol lhe appllcable pmvlslcns ol lhe Companles Acl, 2mg. The Board ol Drreclors ol lhe Company (lhe 'Bcard'), al lls meellng held on February ll, 2mg has, sublecl lo lhe approval o1 lhe Shareholders, recappclnlsd Mrs. Pushpa Jaln (DlN am 30753) as Whole lime Drreclor lor ^a lurlher perrod ol ⁵ conseculrve years lrom lhe explry ol her lerm.

The payment of remuneration has already been approved by the Nomination & Remuneration Committee in its meeting held on February 11, 2019 & subsequently by the Board of Directors in its Board Meeting held on the same date. Therefore, the Board proposes to seek approval of the Shareholders of the Company for her re-appointment and approving the payment of remuneration as under:

	Particulars	Mrs. Pushpa Jain (Whole-time Director)
	Remuneration:
А.	Salary & Perquisites:
(i)	Salary	Rs. 1,10,000/-
(ii)	Commission	1% of the Net Profit of the Company.
(iii)	Perquisites:
(a).	Residential Accommodation	Free Unfurnished House Rent not to exceed 12.5% of the monthly salary per month.
(b)	Medical Benefit for Self and family.	One month's salary per annum.
(c).	Leave Travel Allowance.	One month's salary per annum
(d)	Electricity.	Payment of actual Bills.

The above salary $(A)(i)$ shall be increased by Rs.10,000/- on expiry of every year of her respective term of office.

B. Payment of the following perquisites will not be included in the computation of the ceiling on remuneration:

Provident Fund / Superannuation Fund.

Company's Contribution to Provident Fund or Superannuation Fund or Annuity Fund to the extent these either singly or put together are not taxable under the Income-tax Act, 1961.

Gratuity:

One-half month's salary for each completed vear of service.

Leave & Leave Encashment:

Privilege Leave of 15 days encashable every year in the month of March during the tenure of their service.

C. Minimum Remuneration:

The above remuneration of A(i) and A(iii) (i.e., Salary & Perquisites) will be paid as Minimum Remuneration in case of loss or inadequacy of profits for any financial year during the term of their appointments.

D. The Whole-time Director will also be entitled to:

• (i) A provision of car with driver (or reimbursement of driver's salary) for the use of Company's business.
• (ii) Free Telephone facility at residence.
• (iii) Reimbursement of all reasonable expenses including entertainment expenses incurred in connection with the business of the Company.

She shall not be paid any sitting fees for attending the Meetings of the Board of Directors or Committees thereof.

Mrs. Pushoa Jain, is interested or concerned in the resolutions pertaining to her reappointment and remuneration payable to her.

Mr. Atul Jain, Director of the Company, being relative of Mrs. Pushpa Jain, may be deemed to be interested or concerned in the Resolution of Item No.1.

No other Director is interested or concerned in the above resolution.

To Re-appoint Mr. Bhanwarlal Jogani (DIN $2.$ 00053085) as an Independent Director of the Company.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, at the 30th Annual General Meeting held on 27th September, 2014, Mr. Bhanwarlal Jogani was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years for a term upto 31st March, 2019. Since, Mr. Bhanwarlal Jogani will complete his initial term as an Independent Director of the Company on 31st March, 2019, he is eligible for re-appointment for one more term. Mr. Bhanwarlal Jogani, aged 78 years, is on the Board of the Company since 12^th April, 1984 as an Independent Director. The Board considers that his continued association would be of immense benefit to the Company and it is desirable to continue avail his services as Independent Director.

As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, ("Amendment Regulations, 2018"), inter alia, provides that" no listed company shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (seventyfive) years unless it is approved by the members by passing a special resolution to that effect". Mr. Bhanwarlal Jogani attained the age of 75 years on 4th October, 2015 and hence continuation beyond 75 years requires the approval of members by way of a special resolution.

As per the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors in their respective meetings held on 11^th February, 2019 and 2^nd March, 2019, subject to approval of Members at the ensuing General Meeting and pursuant to the provisions of Sections 149, 150,152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Listing Regulations (including any statutory modification(s) orreenactment thereof for the time being in force) and based on his skills, rich experience, knowledge, contributions, continued valuable quidance to the management made by him during his tenure and outcome of performance evaluation of the Independent Directors, the approval of the Members of the Company be and is hereby accorded for reappointment of Mr. Bhanwarlal Jogani (DIN 00053085) as an Independent Non-Executive Director of the Company, for second term of 2 (two) years w.e.f. 1st April, 2019 upto 31st March, 2024. Further Mr. Bhanwarlal Jogani shall not be liable to retire by rotation as provided under Section 152(6). of the Companies Act, 2013.

The Company has received a declaration from Mr. Bhanwarlal Jogani, being eligible for re-appointment as Independent Director for the second term providing his consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules. 2014, as amended from time to time. The Company has also received a declaration from Mr. Bhanwarlal Jogani confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013. Mr. Bhanwarlal Jogani is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time. In the opinion of the Board, he fulfills the conditions specified in the Companies Act, 2013 and is independent of the management.

In terms of Section 160 of the Companies Act, 2013, the Company has received a notice in writing from a member proposing the candidature of Mr. Bhanwarlal Jogani to be re-appointed as an Independent Non-Executive Director of the Company as per the provisions of the Companies Act, 2013.

A copy of the draft letter for re-appointment of Mr. Bhanwarlal Jogani setting out the terms and conditions of re-appointment is available for inspection between 11.00 a.m. to 1.00 p.m. during office hours on all working days except Sundays and Holidays at the Registered Office of the Company.

Accordingly, consent of the Members is sought for passing Special Resolution as set out in this item of the Notice for re-appointment of Mr. Bhanwarla Jogani as an Independent Director of the Company.

Except Mr. Bhanwarlal Jogani, being an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 2.

ANNEXURE TO EGM NOTICE

The Statement of disclosures pursuant to Secretarial Standard-2 on General Meetings and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is as under:

Name of Director	Date of Birth	Date of Appointment In current designation	Special Expertise/ Occupation		In the Company	Qualification Shareholding Directors In other Companies Incorporated In India	Chairman/Member of Committee of Companies
Mrs. Pushpa Jain	31.03.1962	01.02.2016	Project Design Management	B.Sc	6,37,800 (4.53%)	M/s. Attar Construction Company Private Limited M/s. Avoir Finance and 2) Investments Private Limited M/s. Classy Investments 3) Private Limited M/s. Kerry Packaging 41 Private Limited M/s. Kamanwala Housing 5) Construction Limited	NIL
Mr. Bhanwarial Jogani	04.10.1940	01.04.2014	Business	S.S.C.	$N + L$	M/s. Four Seasons Pyt.Ltd. M/s. Kamanwala Housing 2) Construction Ltd.	Chairman of Audit m Committee & Nomination and Remuneration Committee of M/s. Kamanwala Housing Construction Limited.

KAMANWALA HOUSING CONSTRUCTION LIMITED

(CIN NO: L65990MH1984PLC032655)

Reg. Off.: 802-C-1," A" wing, Pinnaacle Corp. Park, BKC, Bandra (East), Mumbai-400051. Email: cs.kamanwala@gmail.com; website: www.kamanwalahousing.com

EXTRA ORDINARY GENERAL MEETING

Saturday, 30th March, 2019 at 11.00 a.m.

PROXY FORM

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

I/We being the member(s) of Kamanwala Housing Construction Limited holding states have shares, hereby appoint:

Name: Address:
Email: or failing him/her;	Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Signature: Si
2. Name: 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. 1. Address:

Email:

Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the Company, to be held on Saturday, 30th March, 2019 at 11.00 a.m. at 405/406, New Udyog Mandir-2, Mogul Lane, Mahim (West), Mumbai-400016, and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution I No.	l Resolution.	For	Optional* Against
Special Business:
	To Re-appoint Mrs. Pushpa Jain (DIN: 00180753) as Whole Time Director of the Company:
	To Re-appoint Mr. Bhanwarlal Jogani (DIN 00053085) as an Independent Director of the Company.

* It is optional to put an 'X' in the appropriate column against the Resolutions indicated in the Box.

If you leave the 'For' or 'Against' column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

Note: Notwithstanding the above, the Proxies can vote on such other items which may be tabled at the meeting by the members present.

Signed this	day of	2019
Member's Signature			Affix Re 1
Signature of Proxy holder			Revenue Stamp
Signature of Proxy holder (2nd)

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.

(CIN NO: L65990MH1984PLC032655) Reg. Off.: 802-C-1," A" wing, Pinnaacle Corp. Park, BKC, Bandra (East), Mumbai-400051. Email: cs.kamanwala@gmail.com; website: www.kamanwalahousing.com

EXTRA ORDINARY GENERAL MEETING

Saturday, 30^th March, 2019 at 11.00 a.m.

ATTENDANCE SLIP

I/ We hereby record my/ our presence at the Extra Ordinary General Meeting of the Company to be held on Saturday, 30"March, 2019 at 11.00 a.m. at 405/406, New Udyog Mandir-2, Mogul Lane, Mahim (West), Mumbai-400016.

DP ID No.*		L.F. No.
Client I.D. No.*		No. Of Shares Held
Name:
Address:
If Shareholder(s), Please Sign Here:		If Proxy, Please sign here:

ROUTE MAP FOR EXTRAORDINARY GENERAL MEETING

Date	: 30 th March, 2019
Day	: Saturday
Time	$: 11.00$ a.m.
Address	: 405/406, New Udyog Mandir-2, Mogul Lane, Mahim (West), Mumbai-400016.

To,

Kamanwala Housing Construction Limited Registered Ofliw: 302, 5-1, Blh Flr,"A"Wing, Pinnaacle Carp. Park, Opp.BKC Tele. Exchange,BKC,Mumbai, Bandra (East), Mumbai 400051 Maharashtra, India.