KIC Metaliks Ltd. — AGM Information 2019

Aug 27, 2019

[METALIKS LIMITED][K I C]

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“Sir R. N. M. House”, 3B, Lal Bazar Street, 4th Floor, Room No. 2, Kolkata – 700 001 Phone : +91-33-2210 3301 Fax : +91-33-4001 9636

Dated: 27[th] August, 2019

To, Bombay Stock Exchange Limited (Department of Corporate Services) Phiroze Jeejeebhoy Towers 25[th] Floor, Dalal Street, Mumbai - 400001

Dear Sir/ Madam,

Sub : Annual General Meeting and Book Closure dates of the Company Ref : Company’s Code - 513693; Name : K I C Metaliks Limited

We would like to inform you that the 32[nd] Annual General Meeting ‘the Meeting’ of the Company is scheduled to be held on Tuesday, 24[th] September, 2019 at 10:00 a.m. at “Kala Kunj” 48, Shakesperare Sarani, Kolkata – 700 017 , West Bengal, India. The Register of Members & Share Transfer Books of the Company would accordingly be closed from 18[th] September, 2019, Wednesday to 24[th] September, 2019, Tuesday (both days inclusive) for the purpose of the Meeting.

Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rules framed thereunder, as amended from time to time and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Company is pleased to offer e-voting facility to the shareholders through National Securities Depository Limited (NSDL) to exercise the right to vote by electronic means on all resolutions proposed to be considered at the Meeting and the business may be transacted through e-voting facility. The Company has fixed 17[th] September, 2019 as the relevant cut-off date to determine Members eligible to cast their votes by remote e-voting. The remote e-voting period will commence from Friday, 20[th] September, 2019 at 9:00 a.m. and would end on Monday, 23[rd] September, 2019 at 5:00 p.m.

A copy of Notice of the Annual General Meeting is enclosed.

We request you to kindly take the above intimation on your record.

Thanking You, Yours faithfully,

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CC :

1. Central Depository Services (India) Ltd., Phiroze Jeejeebhoy Towers, 17[th] Floor, Dalal Street,

Mumbai – 400 001

1. National Securities Depository Ltd., Trade World, A-Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013

2. M/s. S. K. Infosolutions Pvt. Ltd., 34/1A Sudhir Chatterjee Street, Kolkata, West Bengal - 700 006

CIN : L01409WB1986PLC041169

Factory: Village - Raturia, Angadpur, Durgapur - 713 215 (District: Burdwan) West Bengal, India Phone : +91 987 494 3342, Email: info@kicmetaliks.com, Website: www.kicmetaliks.com

K I C METALIKS LIMITED

CIN : L01409WB1986PLC041169

Regd Office : “Sir RNM House”, 3B, Lal Bazar Street, 4[th] Floor, Room No. 2, Kolkata - 700 001 West Bengal, India; Ph : + 91-33-2210 3301 E-mail : info@kicmetaliks.com; Website : www.kicmetaliks.com

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE THIRTY SECOND ANNUAL GENERAL MEETING of the Members of K I C METALIKS LIMITED will be held on Tuesday, 24[th] September, 2019 at 10.00 a.m. at “Kala Kunj” 48, Shakespeare Sarani, Kolkata 700 017, West Bengal, India to transact the following business :

AS ORDINARY BUSINESS :

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31[st] March, 2019, together with the Report of the Board of Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Mr. Radhey Shyam Jalan (DIN : 00578800) who re�res by rota�on and being eligible offers himself for re-appointment.

AS SPECIAL BUSINESS :

3. Ra�fica�on of appointment of M/s. B. N. Agrawal & Co., Chartered Accountants (Firm Registra�on No. 320312E) as Statutory Auditors of the Company for the en�re unexpired period.

To consider and if thought fit to pass with or without modifica�on(s), the following resolu�on as an Ordinary Resolu�on :

“RESOLVED THAT pursuant to approval of the Members in the 30[th] Annual General Mee�ng held on 21[st] September, 2017 for appointment of M/s. B. N. Agrawal & Co., Chartered Accountants (Firm Registra�on No. 320312E), as the Statutory Auditors of the Company, for a term of five consecu�ve years ending on 31[st] March, 2022, which was subject to ra�fica�on at every Annual General Mee�ng, consent of the Members of the Company be and is hereby accorded to con�nue the appointment of M/s. B. N. Agrawal & Co., Chartered Accountants (Firm Registra�on No. 320312E), as Statutory Auditors of the Company for the remaining of term without any further ra�fica�on by the members in terms of the provisions of the Companies Act, 2013 on such remunera�on as may be decided by Chairman and Managing Director of the Company in consulta�on with the Statutory Auditors.”

4. Re-appointment of Mr. Radhey Shyam Jalan (DIN: 00578800), as Chairman and Managing Director and payment of overall remunera�on to him.

To consider and if thought fit to pass with or without

modifica�on(s), the following resolu�on as an Special Resolu�on :

“RESOLVED THAT pursuant to the provisions of Sec�ons 196, 197, 203 and any other applicable provisions, if any, read along with Schedule V of the Companies Act, 2013 ‘Act’ and the Companies (Appointment and Remunera�on of Managerial Personnel) Rules, 2014, as amended from �me to �me, the consent of the Members be and is hereby accorded to the re-appointment and terms of remunera�on of Mr. Radhey Shyam Jalan (DIN: 00578800) as Chairman and Managing Director ‘CMD’ of the Company for a period of three years, with effect from 4[th] November, 2019 to 3[rd] November, 2022, liable to re�re by rota�on, upon the terms and condi�ons set out in the Statement annexed to the No�ce convening this Mee�ng, including the remunera�on to be paid in the event of loss or inadequacy of profits in any financial year during his said tenure within the overall limits of Sec�on 197 of the Act and as recommended by the Nomina�on and Remunera�on Commi�ee, with liberty to the Board of Directors to alter and vary the terms and condi�ons of the said re-appointment and terms of remunera�on as it may deem fit and in such manner as may be agreed to between the Board and CMD .”

“RESOLVED FURTHER THAT the Board of Directors (the ‘Board’ which term includes a duly cons�tuted Commi�ee of the Board) be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolu�on.”

5. Re-appointment of Mr. Suresh Kumar Singhal (DIN: 00058501), as an Independent Director of the Company for a period of 5 years.

To consider and if thought fit to pass with or without modifica�on(s), the following resolu�on as an Ordinary Resolu�on:

“RESOLVED THAT pursuant to the provisions of Sec�ons 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ‘Act’ , the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014, read with Schedule IV to the Act and Regula�on 17 and other applicable regula�ons of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and

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Disclosure Requirements) Regula�ons, 2015 ‘Lis�ng Regula�ons’, as amended from �me to �me, Mr. Suresh Kumar Singhal (DIN: 00058501), who was appointed as an Independent Director at the 27[th] Annual General Mee�ng of the Company and who holds office up to 9[th] September, 2019 and who is eligible for re-appointment and who meets the criteria for independence as provided in Sec�on 149(6) of the Act along with the rules framed thereunder and Regula�on 16(1)(b) of Lis�ng Regula�ons and who has submi�ed a declara�on to that effect and in respect of whom the Company has received a No�ce in wri�ng from a Member under Sec�on 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee, to hold office for a second term commencing from 9[th] September, 2019 up to 8[th] September, 2024, not liable to re�re by rota�on.”

6. Re-appointment of Mr. Laxmi Narayan Sharma (DIN: 00356855), as an Independent Director of the Company for a period of 5 years.

To consider and if thought fit to pass with or without modifica�on(s), the following resolu�on as an Ordinary Resolu�on :

“RESOLVED THAT pursuant to the provisions of Sec�ons 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ‘Act’, the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014, read with Schedule IV to the Act and Regula�on 17 and other applicable regula�ons of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 ‘Lis�ng Regula�ons’, as amended from �me to �me, Mr. Laxmi Naryan Sharma (DIN: 00356855), who was appointed as an Independent Director at the 27[th] Annual General Mee�ng of the Company and who holds office up to 9[th] September, 2019 and who is eligible for re-appointment and who meets the criteria for independence as

provided in Sec�on 149(6) of the Act along with the rules framed thereunder and Regula�on 16(1)(b) of Lis�ng Regula�ons and who has submi�ed a declara�on to that effect and in respect of whom the Company has received a No�ce in wri�ng from a Member under Sec�on 160(1) of the Act proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee, to hold office for a second term commencing from 9[th] September, 2019 up to 8[th] September, 2024, not liable to re�re by rota�on.”

7. Ra�fica�on of the remunera�on of the Cost Auditors (Firm Registra�on No. 101919) of the Company for the financial year 2019-20.

To consider and if thought fit to pass with or without modifica�on(s), the following resolu�on as an Ordinary Resolu�on :

“ RESOLVED THAT pursuant to the provisions of Sec�on 148 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules 2014, as amended from �me to �me, the Company hereby ra�fies the remunera�on of ` 25,000 plus applicable taxes and out-of-pocket expenses incurred in connec�on with the audit, payable to M/s. Patangi & Co., Cost Accountants, (Firm Registra�on No. 101919), who were appointed by the Board of Directors of the Company ‘Board’ as Cost Auditors of the Company to audit the cost records for the financial year 2019-20.”

”RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts and take all such steps as may be necessary proper or expedient to give effect to this resolu�on.”

Registered Offi ce : By Order of the Board CIN : L01409WB1986PLC041169 For K I C Metaliks Limited “Sir RNM House”, Sd/- 3B, Lal Bazar Street, Ruchika Fogla 4[th] Floor, Room No. 2, Company Secretary Kolkata – 700 001 (Membership No. A23339) Dated : The 14[th] day of August, 2019

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IMPORTANT NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE 32[ND] ANNUAL GENERAL MEETING OF THE COMPANY ‘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 SHAREHOLDER OF THE COMPANY. Proxies in order to be effec�ve must be received at the Company’s Registered Office not less than 48 (Forty Eight) hours before the commencement of the Mee�ng. Proxies submi�ed on behalf of companies, socie�es, partnership firms etc. must be supported by appropriate resolu�on/authority, as applicable, issued on behalf of the nomina�ng organiza�on.

Members are requested to note that a person can act as a proxy on behalf of Members not exceeding 50 (Fi�y) and holding in aggregate not more than 10 % (Ten percent) of the Total Share Capital of the Company carrying vo�ng rights. In case a proxy is proposed to be appointed by a Member holding more than 10 % (Ten percent) of the Total Share Capital of the Company carrying vo�ng rights, then such proxy shall not act as a proxy for any other person or Member.

1. Proxy holder shall prove his/her iden�ty at the �me of a�ending the Mee�ng.

2. Only bonafide Members of the Company whose names appear on the Register of Members/ Proxy holders, in possession of valid a�endance slips duly filled and signed will be permi�ed to a�end the Mee�ng. The Company reserves its right to take all steps as may be deemed necessary to restrict non-Members from a�ending the Mee�ng.

3. Members are requested to bring their copies of Annual Report to the Mee�ng. They are also requested to produce the enclosed a�endance slip duly filled and signed as per the specimen signature recorded with the Company/Depository Par�cipant for admission to the Mee�ng Hall.

4. Members, who hold shares in de-materialised form, are requested to bring their Client I.D. and DP I.D. Nos. for easier iden�fica�on of a�endance at the Mee�ng.

5. In case of joint holders a�ending the Mee�ng, only such joint holder who is higher in the order of names will be en�tled to vote.

7. Upda�on of Members’ Details :

The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Companies Act, 2013 requires the Company/Registrar and Transfer Agent ‘RTA’ to record addi�onal details of Members, including their PAN details, email address, bank details for payment of dividend, etc. Members holding shares

in physical form are requested to submit the details to the Company or its RTA. Members holding shares in electronic form are requested to submit the details to their respec�ve Depository Par�cipant.

1. In terms of the provisions of Sec�on 72 of the Companies Act, 2013, nomina�on facility is available to individual Members. Members holding shares in physical form and desirous of availing the above facility are advised to submit their Nomina�ons in Form SH-13 prescribed under Rule 19 of the Companies (Share Capital and Debentures) Rules, 2014, which may be obtained from the Company’s RTA and is also available at the -

Company’s website at h�p://kicmetaliks.com/wp content/uploads/2016/02/Nomina�on-Form-SH-13. pdf . However, in case of demat holdings, the Members should approach to their respec�ve Depository Par�cipant(s) for making nomina�ons.

1. Pursuant to Sec�on 101 and 136 of the Companies Act, 2013 read with the relevant Rules made their under, Companies can serve Annual Reports and other communica�ons through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository Par�cipant(s). Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communica�on(s) including Annual Report, No�ces, Circulars, etc. from the Company electronically.

2. The Annual Report 2018-19 is being sent through electronic mode only to the Members whose e-mail addresses are registered with the Company/Depository Par�cipant(s), unless any shareholder has requested for a physical copy of the same. For the Members who have not registered their e-mail addresses, physical copies of the Annual Report 2018-19 are being sent by the permi�ed mode.

3. Electronic copy of the No�ce of the Mee�ng inter alia indica�ng the process and manner of e-vo�ng along with A�endance Slip and Proxy Form is being sent to all the Members whose e-mail addresses are registered with the Company/Depository Par�cipants(s) for communica�on purposes unless any Member has requested for a hard copy of the same. For Members who have not registered their e-mail address, physical copies of the No�ce of the Mee�ng indica�ng the process and manner of e-vo�ng along with A�endance Slip and Proxy Form is being sent in the permi�ed mode.

4. A Member desirous of ge�ng any informa�on on the accounts or opera�ons of the Company or on share related ma�er is requested to forward his/her query(ies) to the Company at least 10 (ten) days prior to the Mee�ng to enable the management to keep the

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required informa�on readily available at the Mee�ng.

1. The Register of Members and the Share Transfer Books of the Company will remain closed from Wednesday, 18[th] September, 2019 to Tuesday, 24[th] September, 2019 (both days inclusive ).

2. The Explanatory Statement, pursuant to Sec�on 102 of the Companies Act, 2013 in respect of the businesses under Item No. 3 to Item No. 7 above is annexed hereto. The relevant details of the Directors seeking re-appointment/appointment under Item Nos. 2, 4, 5, and 6, pursuant to Regula�ons 36(3) of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�on, 2015, ‘Lis�ng Regula�ons’ and as required under Secretarial Standard - 2 on General Mee�ngs issued by The Ins�tute of Company Secretaries of India, are also annexed.

3. During financial year 2018-19, the Securi�es and Exchange Board of India ‘ SEBI ’ and the Ministry of Corporate Affairs ‘MCA’ has mandated that exis�ng Members of the Company who hold securi�es in physical form and intend to transfer their securi�es a�er 1[st] April, 2019, can do so only in dematerialized form. Therefore, Members holding shares in physical form are requested to consider conver�ng their shareholding to dematerialised form to eliminate all risks associated with physical shares for ease of por�olio management as well as for ease of transfer, if required. Shareholders can write to the Company at admin@kicmetaliks.com or contact the Registrars and Transfer Agent-M/s. S .K. Infosolu�ons Pvt. Ltd. at skcdilip@gmail.com for assistance in this regard.

4. The route map of the venue of the Mee�ng is given in this No�ce of Annual General Mee�ng.

17. Vo�ng through electronic means

• i. In compliance with provisions of Sec�on 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administra�on) Rules, 2014 as amended by the Companies (Management and Administra�on) Amendment Rules, 2015 and Regula�on 44 of the SEBI (LODR) Regula�ons, 2015, the Company is pleased to provide the Members, the facility to exercise their right to vote on resolu�ons proposed to be considered at the Mee�ng by electronic means and the business may be transacted through e-Vo�ng Services. The facility of cas�ng the votes by the Members using an electronic vo�ng system from a place other than venue of the Mee�ng (“remote e-vo�ng”) will be provided by Na�onal Securi�es Depository Limited (NSDL).

• ii. The remote e-vo�ng period will commence at 9.00

a.m . on Friday, 20[th] September, 2019 and will end at 5.00 p.m. on Monday 23[rd] September, 2019. During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Tuesday, 17[th] September, 2019 , may cast their vote by remote e-vo�ng. The remote e-vo�ng module shall be disabled by NSDL for vo�ng therea�er. Once the vote on a resolu�on is cast by the shareholder, he/ she shall not be allowed to change it subsequently

• iii. The facility for vo�ng through ballot paper shall be made available at the Mee�ng and the Members a�ending the Mee�ng who have not cast their vote by remote e-vo�ng shall be able to exercise their right at the Mee�ng through ballot paper.

• iv. The Members who have cast their vote by remote e-vo�ng prior to the Mee�ng may also a�end the same but shall not be en�tled to cast their vote again.

• v. Members can opt for only one mode of vo�ng, i.e. either by e-vo�ng or vo�ng at Mee�ng. In case Members cast their votes through both the modes, vo�ng done by e-vo�ng shall prevail and votes cast at Mee�ng shall be treated as invalid.

The procedure and instruc�ons for Members for remote e-vo�ng are as under :

1. In case of Members receiving e-mail from NSDL (for those Members whose e-mail addresses are registered with Company/ Depository Par�cipants) :

• a. Open e-mail and open PDF file viz. “remote E-Vo�ng.pdf” with your client ID or Folio No. as password, containing your “User ID” and “password” for remote e-vo�ng. Please note that the password provided is an ini�al password.

• b. Launch internet browser by typing the following URL: h�ps://www.evo�ng. nsdl.com .

• c. Click on Shareholder-Login.

• d. Put “User ID” and “password” as ini�al password noted in step (i) above. Click Login.

• e. Password change menu appears. Change the password with new password of your choice with minimum 8 digits/characters or combina�on thereof. Note new password. It is strongly recommended not to share your password with any

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other person and take utmost care to keep your password confiden�al.

  - f. Home page of remote e-vo�ng opens. Click on remote e-vo�ng: Ac�ve Vo�ng Cycles.

  - g. Select “EVEN” of “ **K I C Metaliks Limited** ”.

  - h. Now you are ready for remote e-vo�ng as Cast Vote page opens.

  - i. Cast your vote by selec�ng appropriate op�on and click on “Submit” and also “Confirm” when prompted.

  - j. Upon confirma�on, the message”“Vote cast successfully” will be displayed.

  - k. Once you have voted on the resolu�on, you will not be allowed to modify your vote.

  - l. Ins�tu�onal Members (i.e. other than individuals, HUF, NRI’s etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/ Authority le�er etc. together with a�ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru�nizer through e-mail at **kic.scru�nizer@gmail. com** or **evo�ng@kicmetaliks.com** with a copy marked to **evo�ng@nsdl.co.in** .

2. In case of Members receiving Physical copy of No�ce of the Mee�ng [for shareholder whose e-mail addresses are not registered with the Company/Depository Par�cipant(s) or reques�ng physical copy] :

  - a. Ini�al password is provided in the A�endance Slip for the Mee�ng.

  - b. Please follow all steps from Sl. No. (b) to Sl. No. (l) above, to cast vote.

• vi. In case of any queries, you may refer the Frequently Asked Ques�ons (FAQs) and remote e-vo�ng user manual for Members available at the downloads sec�on of www.evo�ng.nsdl.com or call on toll free no.: 1800-222-990 .

• vii. Any person, who acquires shares of the Company and becomes a Member of the Company a�er dispatch of the no�ce and holding shares as on the cut-off date i.e. Tuesday, 17[th] September, 2019 , may obtain the “User ID” and “password” by sending a request at evo�ng@nsdl.co.in or to the RTA, M/s. S .K. Infosolu�ons Pvt. Ltd. at skcdilip@gmail.com .

However, if you are already registered with NSDL for “remote e-vo�ng” then you can use your exis�ng “User ID” and “Password” for cas�ng your vote. If you forgot your “Password”, you can reset your Password by using “Forgot User Details/ Password” op�on available on www.evo�ng.nsdl. com or contact NSDL at the following toll free no: 1800-222-990 .

• viii. You can also update your mobile number and e-mail id in the “User profile details” of the folio which may be used for sending future communica�on(s).

• ix. Ins�tu�onal Members (i.e. other than individuals, HUFs, NRIs etc,) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu�on/Authority le�er etc. together with a�ested specimen signature of the duly authorized signatory(ies) who is/are authorized to vote, to the E-mail ID evo�ng@kicmetaliks.com with a copy marked to evo�ng@nsdl.co.in .

• x. The vo�ng rights of Member shall be in propor�on to their shares of the paid up Equity Share Capital of the Company as on the cut-off date of Tuesday, 17[th] September, 2019.

• xi. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be en�tled to avail the facility of “remote e-vo�ng” or vo�ng at the Mee�ng through ballot paper.

• xii. The Chairman shall, at the Mee�ng, at the end of discussion on the resolu�ons on which vo�ng is to be held, allow vo�ng with the assistance of scru�nizer, by use of “Ballot Paper” for all those Members who are present at the Mee�ng but have not cast their votes by availing the “remote e-vo�ng” facility.

• xiii. The Company has appointed Ms. Neha Yadav (ACS-36913) Prac�sing Company Secretary of Saraswa� Apartment, 6[th] Floor, 177 G. T. Road, North Salkia, Howrah-711 106, West Bengal, India as the Scru�nizer for conduc�ng the en�re process including e-vo�ng in a fair and transparent manner.

• xiv. The Scru�nizer shall a�er the conclusion of vo�ng at the Mee�ng, first count the votes cast at the Mee�ng and therea�er unblock the votes cast through “remote e-vo�ng” in the presence of at least two witnesses not in the employment of the Company and shall submit, not later than 3 (three) days of the conclusion of the Mee�ng, a consolidated scru�nizer’s report of the total votes

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cast in favor or against, if any, to the Chairman or a person authorized by him in wri�ng, who shall countersign the same and declare the result of the vo�ng forthwith. The results declared along with the report of the Scru�nizer shall be placed on the website of the Company www.kicmetaliks.com and on the website of NSDL www.evo�ng.nsdl.com immediately a�er the declara�on of results by the Chairman or a person authorized by him in wri�ng and will also be communicated to the BSE Limited, where the shares of the Company are listed.

• xv. Subject to receipt of requisite number of votes, the resolu�on shall be deemed to be passed on the date of the Mee�ng i.e. Tuesday, 24[th] September, 2019.

• Members may also note that the No�ce of the Mee�ng and the Annual Report 2018-19 will be available on the Company’s website , www.kicmetaliks.com . The physical copies of the Annual Report 2018-19, No�ce of the Mee�ng and all documents referred to in the No�ce and the Statement under Sec�on 102(1) of the Companies Act, 2013 shall be open for inspec�on at the Registered Office of the Company on all working days during working hours except Sundays and Public Holidays up to the date of Mee�ng.

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

The following Statement sets out all material facts rela�ng to the Ordinary/Special Business men�oned in the accompanying No�ce :

ITEM NO. 3

At the 30[th] Annual General Mee�ng held on 21[st] September, 2017, the Members had appointed M/s. B. N. Agrawal & Co., Chartered Accountants (Firm Reg. No. 320312E), as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that Annual General Mee�ng (AGM) �ll the conclusion of 35[th] Annual General Mee�ng, subject to ra�fica�on of their appointment at every AGM of the Company. This was done as per the Law prevalent at that �me.

Since then, proviso to sub-sec�on (1) of Sec�on 139 of the Companies Act, 2013, which provided for such ra�fica�on every year, has been deleted. However, since the resolu�on passed on 21[st] September, 2017 contains such requirement, it is proposed, as a measure of abundant cau�on, to have ra�fica�on of appointment Statutory Auditors, done by the Members for the en�re unexpired period.

None of the Directors and Key Managerial Personnel of the Company or their respec�ve rela�ves is concerned or interested, financially or otherwise in the resolu�on set out

at Item No. 3 of the No�ce.

The Board recommends the resolu�on set forth in Item No. 3 of the No�ce for approval of the Members.

ITEM NO. 4

Mr. Radhey Shyam Jalan ‘Mr. Jalan’ was appointed as Chairman and Managing Director ‘CMD’ of the Company for a period of three years effec�ve 4[th] November, 2016 �ll 3[rd] November, 2019, and the said appointment was approved by the Members at their 30[th] Annual General Mee�ng held on 21[st] September, 2017.

Based on the recommenda�on of the Nomina�on and Remunera�on Commi�ee, the Board on 14[th] August, 2019, re-appointed Mr. Jalan as CMD of the Company, liable to re�re by rota�on, for a period of three years effec�ve 4[th] November, 2019 to 3[rd] November, 2022, subject to approval of the Members.

The Board, while re-appoin�ng Mr. Jalan as CMD of the Company, considered his background, experience and contribu�ons to the Company.

Mr. Radhey Shyam Jalan is a Chartered Accountant and has graduated with B.Com (Honours) and is aged about 39 years. He has been with K I C for more than a decade and that also in a senior management posi�on. With his extensive experience in Business Administra�on, he has headed the organis�onal transforma�on and business excellence func�on of the Company with niche and has a vast contribu�on in the outstanding growth of K I C since its takeover from erstwhile management.

The main terms and condi�ons rela�ng to the re-appointment and terms of remunera�on Mr. Jalan as the CMD of the Company are as follows:

• A. Period :

For a period of 3 years i.e. from 4[th] November, 2019 to 3[rd] November, 2022.

• B. Nature of Du�es :

The CMD shall devote his whole �me and a�en�on to the business of the Company and perform such du�es as may be entrusted to him by the Board from �me to �me and separately communicated to him and exercise such powers as may be assigned to him, subject to superintendence, control and direc�ons of the Board in connec�on with and in the best interests of the business of the Company and the business of one or more of its associated companies and/or subsidiaries including performing du�es as assigned to CMD from �me to �me by serving on the boards of such associated Companies and/or subsidiaries or any other Execu�ve body or any commi�ee of such a Company.

6

• C. Salary & Perquisites :

a)	Basic Salary : `6,00,000 per month
b)	H.R.A : `2,00,000per month
	Total : `8,00,000per month
c)	Motor car provided with chaufeur, maintained by the Company for ofcial use.

D. Minimum Remunera�on :

Notwithstanding anything to the contrary herein contained where in any financial year during the tenure of Mr. Jalan, the Company has no profits or its profits are inadequate, the Company will pay him remunera�on by way of salary, benefits and perquisites and allowances, Bonus/Performance Linked Incen�ve, Long-Term Incen�ve as approved by the Board.

• E. Other Terms of Appointment :

• (i) The CMD, so long as he func�ons as such, undertakes not to become interested or otherwise concerned, directly or through his spouse and/or children, in any selling agency of the Company.

• (ii) The terms and condi�ons of the re-appointment of the CMD and/or this Agreement may be altered and varied from �me to �me by the Board as it may, in its discre�on deem fit, irrespec�ve of the limits s�pulated under Schedule V to the Act or any amendments made herea�er in this regard in such manner as may be agreed to between the Board and the CMD, subject to such approvals as may be required.

• (iii) The appointment may be terminated earlier, without any cause, by either Party by giving to the other Party three months’ no�ce of such termina�on or the Company paying three months’ remunera�on which shall be limited to provision of Salary, Benefits, Perquisites, Allowances and any pro-rated Bonus/Performance Linked Incen�ve/ Commission (paid at the discre�on of the Board), in lieu of such no�ce.

• (iv) The employment of the CMD may be terminated by the Company without no�ce or payment in lieu of no�ce :

  • a. if the CMD is found guilty of any gross negligence, default or misconduct in connec�on with or affec�ng the business of the Company or any subsidiary or associated company to which he is required by the Agreement to render services; or

  • b. in the event of any serious or repeated or con�nuing breach (a�er prior warning) or non-observance by the CMD of any of the s�pula�ons contained in the Agreement; or

• c. in the event the Board expresses its loss of

• (v) No si�ng fees will be paid to the CMD for a�ending mee�ng of the Board of Directors or any commi�ee thereof. Total remunera�on of Mr. Jalan in any financial year shall not exceed 5% of the net profits of the Company during that year.

• (vi) In the event the CMD is not in a posi�on to discharge his official du�es due to any physical or mental incapacity, the Board shall be en�tled to terminate his contract on such terms as the Board may consider appropriate in the circumstances.

• (vii) Upon the termina�on by whatever means of CMD’s employment under the Agreement :

• a. He shall immediately cease to hold offices held by him in any holding Company, subsidiaries or associate Companies without claim for compensa�on for loss of office by virtue of Sec�on 167(1)(h) of the Act and shall resign as trustee of any trusts connected with the Company.

• b. He shall not, without the consent of the Board and at any �me therea�er represent himself as connected with the Company or any of its subsidiaries and associated Companies.

• (viii) All Personnel Policies of the Company and the related rules which are applicable to other employees of the Company shall also be applicable to the CMD unless specifically provided otherwise.

• (ix) If and when this Agreement expires or is terminated for any reason whatsoever, Mr. Jalan will cease to be the CMD and also cease to be a Director of the Company. If at any �me, Mr. Jalan ceases to be a Director of the Company for any reason whatsoever, he shall cease to be the CMD and this Agreement shall forthwith terminate. If at any �me, the CMD ceases to be in the employment of the Company for any reason whatsoever, he shall cease to be a Director and CMD of the Company.

• (x) The terms and condi�ons of re-appointment of CMD also include clauses pertaining to adherence to the K I C Code of Conduct, protec�on and use of intellectual property, non-compe��on, nonsolicita�on post termina�on of agreement and maintenance of confiden�ality.

The profile and specific areas of exper�se of Mr. Jalan are provided as annexure to this No�ce.

None of the Directors and Key Managerial Personnel of the Company or their respec�ve rela�ves, except Mr. Jalan, to whom the resolu�on relates, is concerned or interested

7

financially or otherwise in the resolu�on set out at Item No. 4 of the No�ce.

In compliance with the provisions of Sec�on 196, 197, 203 and other applicable provisions of the Act, read with Schedule V to the Act as amended, and based on the recommenda�on of the Board and the Nomina�on and remunera�on Commi�ee, approval of the Members is sought for the re-appointment and terms of remunera�on of Mr. Jalan as Chairman and Managing Director as set out above.

The Board recommends the resolu�on set forth in Item No. 4 of the No�ce for approval of the Members.

ITEM NOS. 5 AND 6

On 1[st] April, 2014, Companies Act, 2013 the Ministry of Corporate Affairs no�fied Sec�on 149 of the Act and related Rules. Pursuant to this provision, Mr. Suresh Kumar Singhal ‘Mr. Singhal’ and Mr. Laxmi Narayan Sharma ‘Mr. Sharma‘were appointed as an Independent Directors of the Company by the Members at their 27[th] Annual General Mee�ng held on 9[th] September, 2014, for a period of five years up to 8[th] September, 2019.

The Board of Directors ‘Board’ on 14[th] August, 2019, based on the recommenda�ons of the Nomina�on and Remunera�on Commi�ee and pursuant to the performance evalua�on of Mr. Singhal and Mr. Sharma as Members of the Board and considering that the con�nued associa�on of Mr. Singhal and Mr. Sharma would be beneficial to the Company, proposed to re-appoint Mr. Singhal and Mr. Sharma as Independent Directors of the Company, not liable to re�re by rota�on, for a second term of five years effec�ve 9[th] September, 2019 up to 8[th] September, 2024. Further, the Company has, in terms of Sec�on 160(1) of the Act, received a no�ce in wri�ng from a Member proposing the candidature of Mr. Singhal and Mr. Sharma for the office of Directors of the Company.

The Company has received from Mr. Singhal and Mr. Sharma (i) Consent in wri�ng to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014 (ii) In�ma�on in Form DIR-8 in terms of the Companies (Appointment and Qualifica�ons of Directors) Rules, 2014, to the effect that he is not disqualified under Sec�on 164(2) of the Act (iii) Declara�on to the effect that he meets the criteria of independence as provided in Sec�on 149(6) of the Act read with Regula�on 16 and Regula�on 25(8) of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 as amended (‘Lis�ng Regula�ons’) and (iv) Declara�on pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, that he has not been debarred from holding office of a Director by virtue of any Order passed by Securi�es and Exchange Board of India or any other such authority.

In terms of Sec�on 149, 152 and other applicable provisions of the Act, read with Schedule IV of the Act and the Rules made

thereunder, and in terms of the applicable provisions of the Lis�ng Regula�ons, each as amended, the re-appointment of Mr. Singhal and Mr. Sharma as an Independent Director of the Company for a second term of five years commencing 9[th] September, 2019 upto 8[th] September, 2024 is being placed before the Members for their approval by way of a Ordinary Resolu�on. Mr. Singhal and Mr. Sharma, once appointed, will not be liable to re�re by rota�on. In the opinion of the Board, Mr. Singhal and Mr. Sharma are persons of integrity, fulfill the condi�ons specified in the Act and the Rules made thereunder read with the provisions of the Lis�ng Regula�ons, each as amended, and are independent of the Management of the Company. A copy of the dra� le�er of appointment of Mr. Singhal and Mr. Sharma as Independent Directors se�ng out the terms and condi�ons of their appointment is available for inspec�on without any fee payable by the Members at the Registered Office of the Company during the normal business hours on working days up to the date of the 32[nd] Annual General Mee�ng ‘AGM’ and will also be kept open at the venue of the AGM �ll the conclusion of the Mee�ng.

The profile and specific areas of exper�se of Mr. Singhal and Mr. Sharma are provided as annexure to this No�ce.

None of the Directors and Key Managerial Personnel of the Company or their respec�ve rela�ves is concerned or interested, financially or otherwise in the resolu�on set out at Item Nos. 5 and 6 of the No�ce except Mr. Singhal and Mr. Sharma.

The Board recommends the resolu�on set forth in Item Nos. 5 and 6 of the No�ce for approval of the Members.

ITEM NO. 7

The Board on the recommenda�on of the Audit Commi�ee has approved the appointment of M/s. Patangi & Co., Cost Auditors to audit cost records of the Company for the financial year 2019-20 at a remunera�on of ` 25,000/-, excluding applicable taxes and out of pocket expenses, if any.

As per Sec�on 148 of the Companies Act, 2013 the remunera�on payable as above is to be ra�fied by the Members. Accordingly, the consent of the Members is sought for passing the said resolu�on.

None of the Directors and Key Managerial Personnel of the Company or their respec�ve rela�ves are concerned or interested, financially or otherwise in the resolu�on set out at Item No. 7 of the No�ce.

The Board recommends the resolu� on set forth in Item No. 7 of the No� ce for approval of the Members.

7 of the No� ce for approval of the	Members.
Registered Of ce :	By Order of the Board
CIN : L01409WB1986PLC041169	ForK I C Metaliks Limited
“Sir RNM House”,	Sd/-
3B, Lal Bazar Street,	Ruchika Fogla
4thFloor, Room No. 2,	Company Secretary
Kolkata – 700 001	(Membership No. A23339)
Dated : The 14thday of August, 2019

8

DETAILS OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT IN THE 32[ND] ANNUAL GENERAL MEETING

[Pursuant to Regula�on 36(3) of SEBI (LODR) Regula�ons, 2015]

Name of Director(s)	Mr. Radhey Shyam Jalan	Mr. Suresh Kumar Singhal	Mr. Laxmi Narayan Sharma
Date of Birth	23.06.1980	28.04.1968	11.08.1953
Qualifca�ons	B. Com (Honours), Chartered Accountant	B. E. (Mechanical), MBA	B. Com (Honours)
Date of Appointment	16.01.2009	07.08.2009	17.09.2012
Exper�se in specifc func�onal areas	Management, Finance and Business administra�on	Project Management	Finance and Accounts
List of other Public Companies in which Directorship held (excluding in Foreign Companies)	None	None	• Global Capital Markets Limited • N.C.L.Research And Financial Services Ltd. • GCM Securi�es Ltd. • GCM Capital Advisors Limited • GCM Commodity & Deriva�ves Limited
Chairman/Members of the Commi�ees of the Board of Directors of other Companies in which he is a Director (excluding in Foreign Companies)	None	None	None
Details of shareholding (both own or held by/for other persons on a benefcial basis), if any, in the Company	Nil	Nil	Nil
Rela�onship between Directors, Manager and other Key Managerial Personnel inter- se	Nil	Nil	Nil
Shareholding in the Company	Nil	Nil	Nil
A�endance at Board mee�ngs in fnancial year 2018-19	Mr. Jalan a�ended all Board Mee�ngs in fnancial year 2018-19	Mr. Singhal a�ended 4 Board Mee�ngs in fnancial year 2018-19	Mr. Sharma a�ended 5 Board Mee�ngs in fnancial year 2018-19

9

ROUTE MAP FOR AGM VENUE

==> picture [489 x 243] intentionally omitted <==

Venue : “Kala Kunj” 48, Shakespeare Sarani, Kolkata 700 017, West Bengal, India

10

NOTES

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NOTES

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