MADHAV MARBLES AND GRANITES LIMITED

CIN: L14101RJ1989PLC004903 Regd. Office: First Floor, "Mumal Towers", 16, Saheli Marg, Udaipur-313001 Tel: 0294-2981666, Web: www.madhavmarbles.com Email: [email protected], [email protected]

27th February, 2019

To To Listing Department Listing Department Phiroze Jeejeebhoy Towers Bandra Kurla Complex Dalal Street, FortBandra East Mumbai-400001 Mumbai-400051

BSE Limited National Stock Exchange of India Ltd.

Sub: Notice of Extraordinary General Meeting (EGM)

Dear Sir,

Pursuant to and in terms of the applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, please find enclosed herewith a copy of Notice convening an Extraordinary General Meeting (EGM) of members of the Company on Friday, March 29, 2019 at 10:30 a.m. at Hotel Rajdarshan, Udaipur-313001 to transact the special business as contained in the said Notice.

Kindly take the information on record.

Thanking you,

.'.'. Madhav Marbles and Granites Limited

CIN: L14101RJ1989PLCOO4903 MADHAV Regd. Off: First Floor, 'Mumal Towers", 16, Saheli Marg, Udaipur-313001 Mail: [email protected], Web: ww.madhavmarbles.com ""°"" Tel: 0294-2981666

NWaLSWSMfaw

NOTICE

Notice is hereby given that the Extraordinary General Meeting of the Members of Madhav Marbles and Granites Limited ("Company") will be held on Friday, March 29, 2019 at 10.30 am. at Hotel Rajdarshan, 18, Pannadhai Marg, Udaipur-313001 to transact the following special business:

Item No. 1

To seek approval for entering into Related Party Transaction of providing loans and I or give guarantees and I or providing securities in connection with loans raised by Madhav Natural Stone Surfaces Private Limited, Subsidiary Company

To consider and if thought fit, to pass, with orwithout modification(s), the following resolution as aSpecial Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 185, 188 and other applicable provisions, if any, of the Companies Act, 2013 read with rules framed thereunder ('the Act'), the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, approval of the members of the Company be and is hereby accorded to give loan upto Rs. Five (5) crores to Madhav Natural Stone Surfaces Private Limited (MNSSPL), a Subsidiary Company and/or to give any guarantee or provide collateral security of Company's Land situated at Bhilwara, Rajasthan measuring 84964 sq. ft in connection with loan given by any Bank/Financial Institution to the Subsidiary, on such terms and conditions as mentioned in the explanatory statement

RESOLVED FURTHER THAT the Board of Directors of the Company, including any Committee thereof, be and are hereby authorized to do all acts, deeds and things in their absolute discretion that may be considered necessary, proper and expedient or incidental for the purpose of giving effect to this resolution in the interest of the Company."

Item No.2

Re-appointment of Mr. Prakash KumarVerdia (DIN: 02429305) as an Independent Director

To consider and if thought fit, to pass, with orwithout modification(s), the following resolution as aSpecial Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any of the Companies Act, 2013 (the 'Act') and the Rules framed thereunder and Regulations 16 and 17 (1 A) and other applicable provisions, if any, of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force)and on recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Prakash Kumar Verdia (DIN: 02429305), who was appointed as an Independent Director to hold office up to March 31 , 2019 and being eligible, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation and to hold office for a second term of 5 (five) consecutive years on the Board of the Company from April 01 , 2019 to March 31 , 2024, and that the consent of the Members of the Company be and is hereby accorded for continuation of Mr. Prakash Kumar Verdia as an Independent Director of the Company on his attaining the age of 75 (seventy five) years during the said second term of five years."

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised 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."

Item No.3

Re-appointment of Mr. Roshan Lal Nagar (DIN: 02416642) as an Independent Director

To consider and if thought fit, to pass, with orwithout modification(s), the following resolution as aSpecial Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any of the Companies Act, 2013 (the 'Act') and the Rules framed thereunder and Regulations 16 and 17 (1 A) and other applicable provisions, if any, of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and on recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mr. Roshan Lal Nagar (DIN:02416642), who was appointed as an Independent Director to hold office up to March 31, 2019 and being eligible, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature forthe office of Director and who is above the age of seventy-five years, be and hereby re-appointed as an Independent Director for second term of 5 (five) consecutive years, on the board of the company from April 01, 2019 to March 31, 2024 not liable to retire by rotation.

By order of the Board For Madhav Marbles and Granites Limited Place: Udaipur Priyanka Manawat Date: February 22, 2019 Company Secretary

NOTES:

1. A member entitled to attend and vote at the Extra-Ordinary General Meeting ("meeting / EGM") is entitled to appoint a proxy to attend and vote on a poll instead of himself/ herself and the proxy need not be a member of the Company. Provided that a proxy shall not have the right to speak at the meeting. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. However, a member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy provided that such person shall not act as proxy for any other person or shareholder. The instrument appointing proxy in order to be valid and effective should be lodged / deposited at the registered office of the Company not later than forty-eight (48) hours before the commencement of the meeting.
Corporate Members intending to attend the EGM through their authorized representatives are requested to send a certified copy of the intending Board resolution authorizing their representative to attend and vote on their behalf at the meeting.
Members/ Proxies should fill the attendance slip for attending the meeting and bring their attendance slips along with their copy of this notice at the meeting.
All relevant documents referred to in this Notice requiring the approval of the members at the meeting shall be available for inspection by the members at the registered office of the Company on all working days between 11.00 a. m. to 01.00 pm. up to March 28, 2019 and at the meeting. The notice is also available on the Company's website www.madhavmarbles.com
An explanatory statement pursuant to Section 102 of the Companies Act, 2013, as amended (the "Companies Act" or the "Act") with respect of the special business as set out in the Notice is annexed hereto.
Members desirous of seeking any clarifications pertaining to agenda items at the EGM are requested to send in their questions so as to reach the Company's Registered Office at least 7 days before the date of the EGM, so that the same can be suitably replied to.
In support of the "Green Initiative" announced by the Government of India, electronic copies of this Notice inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form are being sent by e-mail to those members whose e-mail addresses have been made available to the Company/ Depository Participants unless the member has specifically requested for a hard copy of the same. For members who have not registered their e-mail addresses, physical copies of this Notice inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form, will be sent to them in the permitted mode.
The Company is providing remote e-voting facility to all its members to enable them to cast their vote on the matters listed in the Notice by electronic means. The Company has engaged the services of the Central Depository Services (India) Limited ("CDSL") to provide the e-voting facility.
- 0 Remote e-voting facility will be available on the website www.evotingindia.com from 9:30 a.m. on March 26, 2019 till 5:00 pm. on March 28, 201 9, after which the facility will be disabled by CDSL.
- Instructions for e-voting are given at point no. 11 in the Notes.
- 0 The voting rights of Members shall be in proportion to their Equity Shares in the paid up equity share capital of the Company as on the cut-off date i.e. Friday, March 22, 2019.
- Mr. Ronak Jhuthawat, Company Secretary in Practice (Membership No. ACS 32924, CP 12094) has been appointed as the Scrutinizerto scrutinize the voting and remote e-voting process in a fair and transparent manner.
- The Scrutinizer shall immediately after the conclusion of voting at the EGM unblock the votes cast through remote e-voting and votes cast at the EGM, in the presence of at least two witnesses not in the employment of the Company and shall make a consolidated scrutinizer's report (both remote e-voting and voting at the EGM) of the total votes cast in favour or against, if any, to the Chairman of the EGM or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.
- The results declared along with the report of the scrutinizer will be placed on the website of the Company immediately after the results are declared by the Chairman of the EGM or a person authorized by him and will be simultaneously communicated to the stock exchanges on which the securities of the Company are listed.
The facility for voting, through Ballot paper shall also be made available at the meeting for members who have not already cast their vote prior to the meeting. The members, who have cast their vote prior to the meeting by remote e-voting may also attend the meeting but shall not be entitled to vote again or change theirvote at the meeting.
1. The route map of the venue of the meeting is given on along with this notice.
1. The electronic voting instructions forthe shareholders are as under:
- (i) The shareholders should log on to the e-voting website mmevotingindiacom.
- (ii) Click on Shareholders.
- (iii) Now Enter your User ID
- a. For CDSL: 16 digits beneficiary ID,
- b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
- c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
- (iv) Next enterthe Image Verification as displayed and Click on Login.
- (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

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

	shares in Demat Form and PhysicalFor Members holdingForm
PAN	-Members who have not updatedtheir PAN with the Company/Depositoryto use theParticipant are requestedfirst two letters of their name and the 8 digitsof the sequencenumber in the PAN field.
	In case the sequencenumber is less than 8 digitsenter the applicablenumber of 0's before the number after the0first two characters of the name in CAPITAL letters. Eg.If your name is Ramesh Kumar with sequencenumber 1then enter RA00000001 in the PAN field.
Dividend Bank	Enterthe Dividend Bank Details or Date of Birth (indd/mm/yyyy format) as recorded in yourdemat account or in the
Details OR	company records in orderto login.
Date of Birth	-please enterthe member id /folio number inIf both the details are not recorded with the depositoryor company
(DOB)	the Dividend Bank details field as mentioned in instruction (iii).

(vii) 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 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 share your password with any other person and take utmost care to keep your password confidenfiaL
(M For members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(X) Click on the EVSN of Madhav Marbles and Granites Limited.
(xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xii) Click on the "RESOLUTIONS FILE LINK" if you wish to viewthe 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 yourvote, click on "OK", else to change yourvote, click on "CANCEL" and accordingly modify yourvote.
(xiv) Once you "CONFIRM" yourvote 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 login password then Enter the User ID and the image verification code and click on Forgot Password & enterthe details as prompted by the system.
(xvii) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Non — Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and registerthemselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance Userwould be able to Iinkthe 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 be able to cast their vote.
0 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 forthe scrutinizerto verifythe same.
(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section orwrite an email to helpdesk.evoting @cdslindia.com.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No.1

Madhav Natural Stone Surfaces Private Limited (MNSSPL) a subsidiary in which the Company holds 51% of equity Share Capital was incorporated to undertake the business of manufacturing and processing of Quartz.

The subsidiary is in the phase of commencement of its operations, project execution and for which there is an ongoing requirement for funds and loans. Also, the Company may have to give loan to its Subsidiary or give guarantee or provide security to any Bank or Financial Institution in respect of loans availed by the Company's subsidiary.

Pursuant to the provisions of Section 185 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, approval of the members is required by way of special resolution to grant loan or give guarantee or provide security in respect of any loan granted to the Subsidiary.

Further pursuant to section 188 of the Companies Act, 2013 read with rules made there under and Regulation 23 of SEBI (Listing Obligations and Disclosures) Regulations, 2015 ('SEBI Listing Regulations, 2015'), all material Related Party Transactions are required to be placed for the approval of the members in the General Meeting

Accordingly, in order to meet the funding requirements of Subsidiary for principal business activities and to ensure necessary compliances of the provisions of The Act and SEBI Regulations, the Board of Directors hereby proposes and seeks Members' approval to give loan upto Rs. Five (5) crores to Madhav Natural Stone Surfaces Private Limited (MNSSPL), a Subsidiary Company and/or to give any guarantee or provide collateral security of Company's Land situated at Bhilwara, Rajasthan measuring 84964 sq. ft in connection with loan given by any Bank/Financial Institution to the Subsidiary.

The transaction is within the permissible limits as specified under Section 186 of the Companies Act, 201 3. The terms and conditions to grant loan orgive guarantee or provide security in respect of any loan granted to MNSSPL are as under:

Sr. No.	Particulars	Details
1	The name of the related partyand nature of relationship	Madhav Natural Stone Surfaces Private Limited(MNSSPL) is a Subsidiary of the Company
2	Name of the Interested Directors	Mr. Madhav Doshi, CEO and ManagingDirector
		Mr. Sudhir Doshi, Whole Time Director
3	Nature of transaction	-Granting of loans uptoRs. 5 Crore in one ormore tranches
		-Providing guarantee/collateral security ofLand situated at Bhilwara,Company's84964 sq.ft.inRajasthanmeasuringconnection with loan to be taken bytheSubsidiary.
4	Material Terms and conditions	The repaymentshall be governedby the0terms agreedto between the Companyand the Subsidiary.
		-Interest/ Fees /charges for grantingloans,giving guarantee or providingsecurity inconnection withany loan toMNSSPL,subsidiary will be determined as pertheprevailing rates and on arms-lengthbasis.
		Bank Guarantee/CorporateGuarantee tobe issued on behalf of subsidiarywill be asBanks/Financialofperrequirementinstitutions
5	or received forthe contract or arrangement,Any advance paidif any	NotApplicable
6	The manner of determiningthe pricingand other commercial terms,both included as partof contract and not considered as partof the contract	As stated in point No. 4 above
7	forthe Members to takeAny other information relevant or importantdecision on the proposedresolution	None

As perthe Act and Regulation 23 of LODR, related party(ies) of the Company shall abstain from voting on said resolution

The Board of Directors recommends the above resolution forthe approval of the members of the Company.

Except Mr. Madhav Doshi, CEO and Managing Director, Mr. Sudhir Doshi, Whole Time Director and their relatives, none of the other Directors, Key Managerial Personnel or their relatives are deemed to be concerned or interested financially or othenNise in the said resolution.

Item No.2

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 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges, at the 25th Annual General Meeting held on August 09, 2014, Mr. Prakash Kumar Verdia was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years for a term upto March 31, 2019. As per the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the' Listing Regulations'), an independent director can hold office for a term of up to 5 (five) consecutive years on the board of a company and can be re-appointed for one more term with approval of shareholders by way of a special resolution.

As per the Regulation 17(1 A) of the Listing Regulations to be effective from April 1, 2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 (seventy five) years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Mr. Prakash Kumar Verdia will attain the age of 75 years on August 06, 2020 and hence continuation beyond 75 years requires the approval of members by way of a special resolution.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 08, 2019 has, subject to approval of shareholders, re-appointed Mr. Prakash Kumar Verdia as an Independent Director for second term of five (5) years with effect from April 01 , 2019 upto March 31,2024.

Mr. Prakash Kumar Verdia holds a Master degree of Science. He is having experience of more than 35 years in the field of mining and geological activities. He retired as Former Director, Mines & Geology Department, Government of Rajasthan. During the period from 201 2 to 2015, he was member of Expert Appraisal Committee, Ministry of Environment, Forest and Climate Change, Government of India. Presently he is an eminent social activist.

The Company has also received a declaration from Mr. Prakash Kumar Verdia confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(b) of the Listing Regulations, as amended from time to time. Mr. Prakash Kumar Verdia 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. The Board considers that his continued association as an Independent Director of the Company would be of immense benefit to the Company and stakeholders. It is in the interest of the Company to continue to avail the benefits of his knowledge, expertise and vast experience. 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. Prakash KumarVerdia as an Independent Director of the Company.

A copy of the draft letter for re-appointment of Mr. Prakash Kumar Verdia setting out the terms and conditions of re-appointment is available for inspection between 11.00 a.m. to 1.00 pm. during office hours on all working days upto the date of this meeting except Sundays and Holidays at the Registered Office of the Company.

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

Item No.3

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 and the erstwhile Clause 49 of the Listing Agreement with the stock exchanges, at the 25th Annual General Meeting held on August 09, 2014, Mr. Roshan Lal Nagar was appointed as an Independent Director of the Company for a period of 5 (five) consecutive years for a term upto March 31 , 2019. As per the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the' Listing Regulations'), an independent director can hold office for a term of up to 5 (five) consecutive years on the board of a company and can be re-appointed for one more term with approval of shareholders by way of a special resolution.

Pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI - LODR), a person who has attained the age of seventy five years may be appointed/continue as a non-executive director of a listed company subject to approval of its shareholders by way of a special resolution. Regulation 17(1A) of the SEBI - LODR will come into effect from April 01 , 2019.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 08, 2019 has, subject to approval of shareholders, re-appointed Mr. Roshan Lal Nagar, who is above the age of seventy-five years, as an Independent Directorfor second term of five (5) years with effect from April 01 , 2019 upto March 31,2024.

Mr. Roshan Lal Nagar holds Master degree of Commerce. He possesses comprehensive knowledge and practical experience in the Treasury, Accounting and Finance Departments. He also served on the Board of the Udaipur Urban Co-operative Bank Limited.

The Company has also received a declaration from Mr. Roshan Lal Nagar confirming the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 and under the Regulation 16(b) of the Listing Regulations, as amended from time to time. Mr. Roshan Lal Nagar 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. Mr. Roshan Lal Nagar is a person of high repute, integrity and has rich experience in the field of banking & finance. The Board considers that his continued association as an Independent Director of the Company would be of immense benefit to the Company and stakeholders. It is in the interest of the Company to continue to avail the benefits of his knowledge, expertise and vast experience. 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. Roshan Lal Nagar as an Independent Director of the Company.

A copy of the draft letter for re-appointment of Mr. Roshan Lal Nagar setting out the terms and conditions of re-appointment is available for inspection between 11.00 am. to 1.00 pm. during office hours on all working days upto the date of this meeting except Sundays and Holidays at the Registered Office of the Company.

Except Mr. Roshan Lal Nagar, being an appointee, none of the other Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or othenivise, in the resolution set out at Item No.3.

By order of the Board

For Madhav Marbles and Granites Limited Place: Udaipur Priyanka Manawat Date: February 22, 2019 Company Secretary

Disclosure in pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 issued on General Meetings by The Institute of the Company Secretaries of India:

Name of Director	Mr. Prakash KumarVerdia		Mr. Roshan Lal Nagar
DIN	02429305		02416642
Age	73 years		79 years
Qualifications	M. Sc. (Tech.)		M. Com
Date of Initial appointment on the Board	October 31 , 2008		October 31 , 2008
Expertise	Eminent GeologistandSocial Activist		Banking and Finance
No. of Board Meetingsattended ti the date of this notice.	Held	6	Held	6
	Attended	6	Attended	6
Directorships held in other Companies	Listed Company1. Rajdarshan Industries LimitedUnlisted Company: None		Listed Company1. Rajdarshan Industries LimitedUnlisted Company: None
Chairmanship(s)/Membership(s) ofCommittees of other Companies.	Chairman and Member ofStakeholders RelationshipCommittee		Chairman and Member of AuditCommittee
Shareholding in Company	500		Nil
Relationship with other Directors,Manager and KeyManagerial Personnel	Not related to anyDirector/KeyManagerial Personnel		Not related to anyManagerial Personnel	Director/Key
Terms and Conditions of re-appointmentalong with details of remunerationsought to be paid	The re-appointment is for aterm of five (5)yearscommencing from April01 ,2019 as set out in resolution atItem no. 2 of this Notice.The Appointeeshall receivesitting fees for each BoardMeeting attended byhim.		The re-appointment is for a term offive (5)April 01 , 2019 as set out inresolution at Item no. 3 of thisNotice. The Appointeereceive sittingBoard Meeting	years commencing fromshallfees for eachattended byhim.

.9... Madhav Marbles and Gramtes lelted

CIN: L14101RJ1989PLC004903 MADHAV Regd. Office: First Floor, "Mumal Towers" 16, Saheli Marg, Udaipur— 313 001 (Flai)

Attendance Slip

Extraordinary General Meeting

l/We hereby record my/our presence at the Extraordinary General Meeting of the Company to be held on Friday, March 29, 2019 at 10:30 am. at Hotel Rajdarshan, 18, Pannadhai Marg, Udaipur- 313001, (Raj.)

Folio No.:	DP ID:	Client ID:

Name of the Member	Signature
Name of Proxyholder	Signature

Notes:

1. Only Member/ Proxyholder can attend the Meeting.
1. Please complete the Folio No./DP ID No., Client ID No. and name of the Member/Proxyholder, sign this Attendance Slip and hand it over, duly signed, at the entrance of the Meeting Hall.
1. A Member/Proxyholder attending the meeting should bring copy of the Notice for reference at the meeting.

.9... Madhav Marbles and Gramtes lelted

CIN: L14101RJ1989PLC004903

MADHAV Regd. Office: First Floor, "Mumal Towers" 16, Saheli Marg, Udaipur— 313 001 (Raj.)

Nwlwrazb Stow Swfam

PROXY FORM (FORM N0. MGT—l 1)

[Pursuant to Section 105(6) ofthe Companies Act, 2013 and Rule 19(3) ofthe Companies (Management andAdministration) Rules, 2014]

Folio No./ClientId/DPId :

Name ofthe Member:

RegisteredAddress:

EmailID:

I/We, being the member(s) of shares ofthe above named Company hereby appoint

1. Name	2. Name	3. Name
Address	Address	Address
Email ID:	EmailID:	Email ID:
Signaturehimor failing	Signaturehimor failing	Signaturehimor failing

as my / our proxy to attend and vote for me/us and on my/our behalf at the EXTRAORDINARY GENERAL MEETING of the Company to be held on Friday, March 29, 2019 at 10:30 am. at Hotel Rajdarshan, 18, Pannadhai Marg, Udaipur-313001 and at any adjournment thereof in respect of such resolutions, as are indicated below:

S. No.	Resolutions:I
Special Business
1.	loans and /orgiveguarantees and /orentering into Related PartyTo seek approvalforTransaction ofprovidingMadhav Natural Stone Surfacesproviding securities in connectionwith loans raised byPrivate Limited,Subsidiary Company
2.	Re—appointment oer.Prakash Kumar Verdia (DIN:02429305) as an IndependentDirector
3.	Re-appointment ofMr. Roshan LalNagarDirector(DIN: 02416642) as an Independent

Signed this day of 2019

Signature ofthe Shareholder: Afi'ix

Signature ofthe Proxy holder(s)

Revenue Stamp

Note:

Thisform ofproxy in order to be efiective should be duly completed and deposited at the Registered Ofice ofthe Company, not less than 48 hours before the commencementofthe Meeting.

AI assistant

Madhav Marbles & Granites Ltd. Proxy Solicitation & Information Statement 2019

62582_rns_2019-02-27_7fee8951-a110-455c-8dbd-2615ba18fed9.pdf