Margo Finance Limited — AGM Information 2021

Sep 6, 2021

\ Margo Finance Limited

Corporate Office: 2nd Floor, 15/76, Old Rajinder Nagar, New Delhi-110060 Tel. : 011-41539444, 25767330 E-mail © mfldelhi.1991@gmail.com Website | www.margofinance.com CIN L65910MH1991PLC080534

September 6, 2021

BSE Limited

Department of Corporate Services Floor 25, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001

Ref.: Scrip Code: 500206

Dear Sir/ Madam,

Subject: Notice of 30 Annual General Meeting

We are enclosing herewith notice of Thirtieth (30'") Annual General Meeting of Margo Finance Limited ("the Company") to be held on Tuesday, September 28, 2021 at 12:00 Noon (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM).

The said notice is also available on the website of the Company at www.margofinance.com.

Kindly take the same on record.

Thanking you,

Yours faithfully,

Archisha Tyagi Company Secretary & Compliance Officer Membership No.: 49606

Encl.: A/a

Tel. : 0230-2463100, 2461929, Office No. 3, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Dist. Kolhapur-416109, Maharashtra

Head Office 301, 3rd Floor, "ARCADIA" Nariman Point, Mumbai-400 021 Phones : (022) 43419500, 43419501 Fax . (022) 22823098 E-mail : info@indocount.com, Web Site : www.indocount.com

CIN: L65910MH1991PLC080534

Regd. Office: Office No. 3, Plot No. 266, Village Alte, Kumbhoj Road, Taluka Hatkanangale, Dist. Kolhapur - 416109, Maharashtra Phone : (0230) - 2463100/2461929 E-mail: info@margofinance.com Website: www.margofinance.com

NOTICE 30™ ANNUAL GENERAL MEETING

Notice is hereby given that the Thirtieth (30) Annual General Meeting ("AGM") of the members of Margo Finance Limited will be held on Tuesday, September 28, 2021 at 12.00 Noon (IST), through Video Conferencing (VC) / Other Audio Visual Means ("OAVM') to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the year ended March 31, 2021, including the Audited Balance Sheet as at March 31, 2021 and the Statement of Profit and Loss of the Company for the year ended on that date, along with the reports of the Board of Directors and Auditors thereon.
• To appoint a Director in place of Mr. Anil Kumar Jain (DIN: 00086106), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. Re-Appointment of Mr. Shri Dass Maheshwari (DIN: 00181615) as a Whole Time Director designated as "Whole Time Director- Finance & CFO" of the Company for a further period of 2 years w.e.f April 30, 2021.

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT in accordance with the provisions of sections 196, 197, 198 of the Companies Act, 2013 read with Schedule V and all other applicable provisions of the Companies Act, 2013 ("the Act") and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment thereof for the time being in force), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board, consent of the members of the Company be and is hereby accorded for the re-appointment of Mr. Shri Dass Maheshwari (DIN: 00181615) as a Whole Time Director designated as "Whole Time Director- Finance & CFO" of the Company for a further period of 2 years w.e.f. April 30, 2021, at the remuneration and other terms and conditions as set out below, with liberty to the Board of Directors (hereinafter referred to as "the Board') to alter and vary the terms and conditions of the said re-appointment and remuneration as it may deem fit, subject to the same not exceeding the limits specified under Section 197 and Schedule V of the Companies Act, 2013;

(A) Salary & Perquisites:

Basic Salary: Rs. 34,044/- p.m with an annual increment as may be approved by the Nomination & Remuneration Committee and the Board of Directors.

(B) Perquisites and Allowances

1. House Rent Allowance — Rs. 14,185/- p.m with annual increment as may be approved by the Nomination and Remuneration Committee and the Board of Directors.

2. 1. Other Allowance as may be decided by the Board - Upto 35% of Basic Salary.
3. 1. Telephone, Mobile & laptop at the Residence for official purpose and expenses incurred thereof.
4. 1. Travelling Expenses- as per the Travel Policy of the Company for Directors of the Company.
5. 1. Any other allowances, benefits and perquisites as per the rules and/or policy of the Company as are applicable to the Whole time Directors of the Company and/ or which may become applicable in future, subject to recommendation of the Nomination & Remuneration Committee.

"RESOLVED FURTHER THAT any increment / revision in salary and perquisites and remuneration by way of incentive / bonus / ex-gratia / performance linked incentives payable to Mr. Shri Dass Maheshwari during his tenure of office be determined by the Board, pursuant to the recommendation of Nomination and Remuneration Committee provided overall remuneration of all Executive Directors / Managing Directors is within 10% of the Net profits, as prescribed under section 197 of the Companies Act, 2013 read with Schedule V of the Act (including any statutory modification(s) or reenactment(s) thereof for the time being in force);

"RESOLVED FURTHER THAT notwithstanding anything contained in Section 197, 198 and Schedule V of the Companies Act, 2013 or any amendment re-enactment thereof and subject to the approval of the shareholders of the Company, in the event of absence of profits or inadequate profits in any financial year, during the tenure of office of Mr. Shri Dass Maheshwari, Whole Time Director- Finance & CFO, he shall be paid remuneration by way of salary, perquisites as mentioned above as Minimum Remuneration, notwithstanding the said minimum remuneration is in excess of the limits specified in Section Il of Schedule V of the Act subject to the compliance of applicable provisions of Schedule V of the Act;

"RESOLVED FURTHER THAT Mr. Shri Dass Maheshwari, Whole Time Director- Finance & CFO shall be liable to retire by rotation;

"RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds and things to give effect to the aforesaid resolution."

By Order of the Board of Directors For Margo Finance Limited

Archisha Tyagi Company Secretary Membership No: A49606

Date : 14% June,2021 Place: Delhi

Notes:

• 1. In view of the ongoing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has, vide its circular no 02/2021 dated January 13, 2021 read together with circular nos. 14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020 and May 5, 2020 respectively (collectively referred to as "MCA Circulars"), permitted convening the Annual General Meeting ('AGM') through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM'), without physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 ("the Act") and Securities and Exchange Board of India ("SEBI") circular no SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 read with SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020("SEBI circulars") and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations, 2015 ("Listing Regulations'), the 31° AGM of the Company is being held through VC/OAVM. The deemed venue for the AGM shall be the Registered Office of the Company.

• The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ('the Act") in respect of the Special Business under Item No. 3 of the Notice, is annexed hereto

• Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the aforesaid MCA circulars and SEBI circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

• In terms of the provisions of Section 112 and 113 of the Act read with the said Circulars, Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are entitled to appoint their authorized representatives to attend the AGM through VC/ OAVM on their behalf and cast votes by electronic means (details of which are provided separately in this notice). Such members are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorised to vote, to the Scrutinizer by e-mail ashugupta.cs@qmail.com with a copy marked to evoting@nsdl.co.in and info@margofinance. com.
• The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• The Members seeking any information with regard to the accounts or resolutions placed at the AGM are requested to send an email to the Company on info@margofinance.com by September 25, 2021. The same will be replied by the Company suitably.
• The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 21, 2021 to Tuesday, September 28, 2021 (both days inclusive) in connection with the Annual General Meeting.
• Pursuant to the Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard — 2 on General Meetings, relevant details of Mr. Anil Kumar Jain, Director retiring by rotation are provided in the Annexure-1 to this Notice.
• As per Regulation 40 of the Listing Regulations, and circular no. SEBI/HO/MIRSD/RTAMB/ CIR/P/2020/236 dated December 2, 2020, the transfer of equity shares of listed company can be done only in demat form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agent i.e. Link Intime India Private Limited.
• 1. In accordance with the provisions of Section 139 of the Act, at the Annual General Meeting ("AGM") held on August 21, 2017, M/s. Pawan Shubham & Co., Chartered Accountants (Firm Registration No. 011573C) were appointed as the Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of the 26" AGM till the conclusion of 31% AGM, subject to the ratification by members at every AGM. The requirement to place the matter relating to appointment of Auditors for ratification by Members at every Annual General Meeting was omitted vide notification dated May 7, 2018, issued by the Ministry of Corporate Affairs. Accordingly, no resolution is proposed for ratification of appointment of Auditors in this Notice of AGM of the Company.
• 1. Pursuant to the provisions of Section 72 of the Companies Act, 2013, members holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company are requested to submit Form SH -13 to the Registrar and Transfer Agent of the Company. Members holding shares in demat form may contact their respective Depository Participant('DP") for recording of nomination.
• 1. In case of joint holders attending the Meeting. Only such joint holder who is higher in the order of names will be entitled to vote.
• 1. Members are requested to follow below procedure for Registration/updating Email ID, Bank details, Mobile Number & other details:
• 1. Shareholders holding Shares in Physical Mode: Such Shareholders are requested to register their E-mail ID with the Company, by sending email ID with the Company, by sending signed scan copy of request letter mentioning Folio No., Name of the shareholder, along with PAN, Aadhar Card/ any other address proof (self-attested scan copy of PAN card & Aadhar Card/ any other address proof) by email to info@margofinance.com.

Apart from the changes in email id, any other changes can be intimated to Link Intime delhi@linkintime.co.in or to the Company at info@margofinance.com.

Shareholders holding Shares in Dematerialized Mode are requested to contact their Depository Participant(s) for any changes in their details with respect to change in their email, bank details, mobile number, PAN and any other detail.

1. Members, whether holding shares in electronic/physical mode, are requested to quote their DP ID & Client 1D or Folio No. for all correspondence with the Company / RTA.

2. 1. NRI Members are requested to:
3. a) change their residential status on return to India permanently.
4. a) furnish particulars of bank account(s) maintained in India with complete name, branch, account type, account number and address of the bank with PIN Code No., if not furnished earlier.
5. 1. Members holding shares under different Folio Nos. in the same names are requested to apply for consolidation of folios and send relevant original share certificates to the Company's RTA for doing the needful.
6. 1. The Securities and Exchange Board of India (SEBI) has mandated submission of Permanent Account Number ("PAN") by every participant in securities market. Members holding shares in dematerialized form are, therefore, requested to submit their PAN to their respective DP. Members holding shares in physical form are requested to submit their PAN details to the Company / RTA.
7. 1. In compliance with the MCA Circulars and SEBI Circulars Notice of the 30% AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company's website www.margofinance.com and website of the BSE Limited at www.bseindia.com and on the website of NSDL https:/Avwww.evoting.nsdl.com.

Members of the Company holding shares either in physical form or in Dematerialised forms as on Benpos date i.e. Friday, August 27, 2021 will be sent Annual Report for the financial year 2020-21 through electronic mode.

• 1. Members who wish to inspect statutory registers required to be made available/kept open for inspection at AGM and Relevant documents referred to in this Notice of AGM can send an email to info@margofinance.com.
• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice. The deemed venue for the AGM will be the Registered Office of the Company.
• 1. Those shareholders who have not yet claimed Original Share Certificates of Face value of 10/- are requested to contact Link Intime India Private Limited or the Company. The Company has sent 3 reminders in this respect.

INSTRUCTIONS FOR E-VOTING:

Pursuant of section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Administration) Rules, 2015 as amended from time to time, and Regulation 44 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide 'remote e-voting' facility through National Securities Depository Limited ("NSDL") to all Members of the Company to enable them to cast their votes electronically, on all resolutions mentioned in the notice of the 30° Annual General Meeting ("AGM") of the Company.

General Instructions:

a) The remote e-voting period begins on Friday, September 24, 2021 at 9.00 a.m. (IST) and ends on Monday, September 27, 2021 at 5.00 p.m. (IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Tuesday, September 21, 2021 may cast their

votes by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting after 5.00 p.m. (IST) on Monday, September 27, 2021.

• b) Ms. Ashu Gupta Proprietor of M/s. Ashu Gupta & Associates, Practicing Company Secretaries (Membership No.: FCS 4123; CP No: 6646), has been appointed as a Scrutinizer to scrutinize the remote e-voting process and e-voting at AGM in a fair and transparent manner.
• c) In accordance with Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed Tuesday, September 21, 2021 as the "cut-off date" to determine the eligibility to vote by remote e-voting or e-voting at the AGM. 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, i.e. September 21, 2021, shall be entitled to avail the facility of remote e-voting or e-voting at the AGM. Only those members, who will be present at the AGM through VC/ OAVM facility and who would not have cast their vote by remote e-voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-voting system at the AGM.
• d) The members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/ OAVM but shall not be entitled to cast their vote again.
• e) Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if he / she is already registered with NSDL for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under "Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode."
• f) The voting rights of Members shall be in proportion to their shares in the paid-up equity shares capital of the Company as on the cut-off date.
• g) The Scrutinizer shall submit his consolidated report to the Chairman within 48 hours from the conclusion of the AGM.
• h) Theresultdeclared along with the Scrutinizer's Report shall be placed on the website of the Company at www.margofinance. com and on the website of NSDL at https:/Awww.evoting.nsdl.com and shall simultaneously be communicated to BSE Limited at www.bseindia.com. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Meeting, i.e. Tuesday, September 28, 2021.

PROCESS AND MANNER FOR MEMBERS OPTING TO VOTE THROUGH REMOTE E-VOTING:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

Step 2: Cast your vote electronically and join virtual meeting on NSDL e-Voting system.

Details on Step 1 are mentioned below:

Pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on "e-Voting facility provided by Listed Companies', e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs in order to access e-Voting facility.

MARGO FINANCE LIMITED
Type of shareholders	Login Method A. NSDL IDeAS facility:
Shareholders Individual holding securities in demat mode with NSDL.	If you are already registered, follow the below steps:
	Visit the e-Services website of NSDL. Open web browser by typing the following 1.
	URL: https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the "Beneficial Owner"
	icon under "Login" which is available under "IDeAS" section. Anew screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services.
	Click on "Access to e-Voting" appearing on the left hand side under e-Voting services and you will be able to see e-Voting page.
	Click on options available against company name or e-Voting service provider - NSDL and you will be re-directed to NSDL e-Voting website for casting your vote
	during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting.
	If you are not registered, follow the below steps: Option to register is available at https://eservices.nsdl.com.
	1. Select "Register Online for IDeAS' Portal or click at https://eservices.nsdl.com/ 2: SecureWeb/IdeasDirectReg.jsp
	Please follow steps given in points 1-5. x
	B. e-Voting website of NSDL Open web browser by typing the following URL: https:/Awww.evoting.nsdl.com/
	either on a personal computer or on a mobile phone. Once the home page of e-Voting system is launched, click on the icon "Login"
	which is available under 'Shareholder/Member' section. Anew screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification
	Code as shown on the screen. After successful authentication, you will be redirected to NSDL website wherein
	you can see e-Voting page. Click on options available against company name or e-Voting service provider - NSDL and you will be redirected to e-Voting website
	of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting and e-Voting during the meeting.
Shareholders Individual holding securities in demat mode with CDSL. mt .	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web. cdslindia.com/ myeasi/home/login or www.cdslindia.com and click on New System Myeasi.
	After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.
	Ifthe user is not registered for Easi/Easiest, option to register is available at https:// web.cdslindia.com/myeasi/Registration/EasiRegistration
	user can directly access e-Voting page by providing demat Alternatively, the Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be
	provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

	NOTICE OF 30™ AGM
Type of shareholders	Login Method
Shareholders Individual (holding demat mode) securities login in through their depository participants >.	You can also login using the login credentials of your demat account through your = Depository Participant registered with NSDL/CDSL for e-Voting facility. Once logged-in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication,
	wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be 3. redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Password option available at respective websites.	Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot
through Depository i.e. NSDL and CDSL.	Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
Login type Shareholders Individual holding securities in demat mode with NSDL	Helpdesk details Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 022-24994360 and
Shareholders Individual holding securities in demat mode with CDSL	022-24994545 Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542 / 43

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

		wherein you can see e-Voting feature.	will be redirected to NSDL/CDSL Depository site after successful authentication,
		3.	Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
			Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot User ID and Forgot
	Password option available at respective websites.
	through Depository i.e. NSDL and CDSL.		Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
Login type			Helpdesk details
Individual	Shareholders holding securities in demat mode with NSDL	022-24994545	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 022-24994360 and
Individual	Shareholders holding securities in demat mode with CDSL	022-23058542 / 43	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or
1.	How to Log-in to NSDL e-Voting website? either on a Personal Computer or on a mobile.		Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/Awww.evoting.nsdl.com/
	Member' section.		Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/
	on the screen.		Anew screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown
		and you can proceed to Step 2 i.e. Cast your vote electronically.	Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting
	Your User ID details are given below :
	or Physical	Manner of holding shares i.e. Demat (NSDL or CDSL)	Your User ID is:
	NSDL.	a) For Members who hold shares in demat account with	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12" then your user ID is IN30012**,
	CDSL.	b) For Members who hold shares in demat account with	127° 16 Digit Beneficiary ID For example if your Beneficiary ID is 12" rrr" then your user ID is

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/Awww.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
• Anew screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Login type			Helpdesk details
Individual	Shareholders holding securities in demat mode with NSDL	022-24994545	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 022-24994360 and
Individual	Shareholders holding securities in demat mode with CDSL	022-23058542 / 43	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or
B)	Login How to Log-in to NSDL e-Voting website?		Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
1.	either on a Personal Computer or on a mobile.		Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/Awww.evoting.nsdl.com/
	Member' section.		Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/
	on the screen.		Anew screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown
		and you can proceed to Step 2 i.e. Cast your vote electronically.	Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting
	User ID details are given below : Your
	or Physical	Manner of holding shares i.e. Demat (NSDL or CDSL)	Your User ID is:
	NSDL.	a) For Members who hold shares in demat account with	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12" then your user ID is IN30012**,
		b) For Members who hold shares in demat account with	127° 16 Digit Beneficiary ID For example if your Beneficiary ID is 12"
	CDSL. c) For Members holding shares in Physical Form.		rrr" then your user ID is EVEN Number followed by Folio Number registered with

• 1. Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

• How to retrieve your 'initial password'?
• (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
• (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?'(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) "Physical User Reset Password?' (If you are holding shares in physical mode) option available on www. evoting.nsdi.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• qd) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. EVEN of the Company is 117606. For joining virtual meeting, you need to click on "VC/ OAVM" link placed under "Join General Meeting".
• Now you are ready for e-Voting as the Voting page opens.
• Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

• Upon confirmation, the message "Vote cast successfully" will be displayed.

• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to info@margofinance.com
• In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) to info@margofinance.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
• Members are encouraged to join the Meeting through Laptops for better experience.
• Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO 3

The existing term of Mr. Shri Dass Maheshwari (DIN: 00181615) Whole Time Director- Finance & CFO, was for a period of 3 years upto April 29, 2021. Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company approved re-appointment of Mr. Shri Dass Maheshwari (DIN: 00181615) as a Whole Time Director designated as "Whole Time Director- Finance & CFO" of the Company for a further period of 2 years with effect from April 30, 2021 subject to the approval of the members of the Company on the terms and conditions including remuneration as set out in Item No. 3 of the Notice.

The Company has received notice in writing from a Member under Section 160 of the Act proposing candidature of Mr. Shri Dass Maheshwari for the office of Director of the Company. The brief profile of Mr. Shri Dass Maheshwari and other details required as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 is provided in Annexure "I" to the Notice. Considering rich knowledge and varied experience of Mr. Shri Dass Maheshwari, the Board was of the opinion that his association as an Executive Director & CFO will continue to benefit the Company. Mr. Shri Dass Maheshwari satisfies the conditions specified in Part | of Schedule V of the Companies Act, 2013. Further, Mr. Shri Dass Maheshwari has confirmed that he is not disqualified to act as a Director of the Company and have given his consent for the re-appointment. He is not debarred from holding office of director by virtue of any SEBI order or any other authority. 10

Pursuant to the provisions of Sections 196, 197, 198 and any other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder read with Schedule V of the Companies Act, the appointment and remuneration of Executive Director requires approval of the shareholders in General Meeting.

The Board of Directors recommends the resolution at Item No. 3 of the Notice for the approval of members of the Company by way of a Special Resolution.

None of the Directors and Key Managerial Personnel of the Company and their relatives except Mr. Shri Dass Maheshwari and his relatives are concerned or interested, financially or otherwise, in the said resolution

ANNEXURE- |

Additional Information as required under Regulation 36(3) of Listing Regulations and Secretarial Standard — 2 on General Meetings

	NOTICE OF 30™ AGM
	ANNEXURE-
	Additional Information as required under Regulation 36(3) of Listing Regulations and Secretarial Standard — 2 on
General Meetings
Kumar Jain, Re-appointment of Mr. Anil	recommended for the re- Director liable to retire by rotation and
appointment.
Name of the Director	Mr. Anil Kumar Jain
Age	68 years
DIN	00086106
Category	Chairman-Non-Executive & Non-Independent
Date of first appointment on the Board = 18.10.1991
Brief Resume and nature Qualification, of expertise in specific functional areas	Mr. Anil Kumar Jain, a B.Com (Hons.) from St. Xavier's College, Kolkata has acquired more than 36 years of experience in the industry. He started
	his career from 1975 and had held various key positions in the family
	business. He was instrumental in turning around BIFR / Sick Units by introducing innovative technology and export culture.
Terms and conditions of reappointment	Mr. Anil Kumar Jain is Non-Executive & Non-Independent Director and
	liable to retire by rotation.
remuneration sought Details of be to paid and remuneration last drawn.	Not Applicable.
	Managerial No relationship any other Key Inter-se Director, with
Relationship other Directors, with	or
Manager Key Managerial and other	Personnel of the Company.
Personnel of the company
Number Meetings Board attended of during the year	During the year 2020-21, four (4) Board meetings were held and Mr. Anil Kumar Jain attended all the meetings.
Directorships other public held in	1. Indo Count Industries Limited
Companies, including listed Companies [excluding foreign and private	2. Pranavaditya Spinning Mills Limited
Companies] as on March 31, 2021
Memberships Chairmanships of / Stakeholders Relationship Audit and	1. Indo Count Industries Limited- Member in Stakeholder Relationship Committee.
Committees of other Public Companies	Member Pranavaditya Spinning Limited- Mills 2. in
	Stakeholder Relationship Committee.
as on March 31, 2021 Number of shares held in the Company as on March 31, 2021	NIL
Recommend re-appointment of Mr. Shri for Company.
Name of the Director	Dass Maheshwari (DIN: 00181615) as Whole Time Director of the Mr. Shri Dass Maheshwari
Age	68 years
DIN	00181615
Category Date of first appointment on the Board = 30.04.2018	Whole Time Director-Finance & Chief Financial Officer
Brief Resume and nature Qualification,	Mr. Shri Dass Maheshwari, B.Com (Hons.) has acquired more than 35

Name of the Director	Mr. Shri Dass Maheshwari
Age	68 years
DIN	00181615
Category	Whole Time Director-Finance & Chief Financial Officer
Date of first appointment on the Board = 30.04.2018
Brief Resume and nature Qualification, of expertise in specific functional areas	Mr. Shri Dass Maheshwari, B.Com (Hons.) has acquired more than 35 years of experience in field of Finance & Corporate functions. He is associated with the Company for more than 12 years in various capacities.

MARGO FINANCE LIMITED of reappointment Mr. Shri Dass Maheshwari is Whole Time Director- Finance & CFO and Terms and conditions liable to retire by rotation. The terms and conditions for appointment are
as per resolution in item no 3 of the notice. Details of remuneration sought to be As per resolution in item no 3 the Remuneration last drawn for FY 20-21 paid and remuneration last drawn. is Rs. 7,14,924/-. Relationship with other Directors, Managerial relationship Key No Inter-se any other with Director, or
Manager and other Key Managerial Personnel of the Company. Personnel of the company Number of Board Meetings attended During the year 2020-21, four (4) Board meetings were held and Mr. Shri
Dass Maheshwari attended all the meetings. during the year Directorships held in other public 1. Indocount Securities Limited Companies, including listed Companies [excluding foreign and private Companies] as on March 31, 2021
Memberships / Chairmanships of NIL Audit and Stakeholders Relationship
Committees of other Public Companies as on March 31, 2021