Mazda Ltd. — AGM Information 2020

Aug 31, 2020

31 August 2020

To,

Bombay Stock Exchange Limited	National Stock Exchange of India Limited
Corporate Relationships Department	Exchange Plaza, C-1, Block G,
1st Floor, New Trading Ring,	BandraKurla Complex,
Rotunda Building,	Bandra (E)
Phiroze Jeejeebhoy Towers,Dalal Street,	Mumbai -400 051
Mumbai -400 001
BSE CODE: 523792	NSE CODE : MAZDA

Sub: Intimation of 30th Annual General Meeting of MAZDA LIMITED

Dear Sir,

The 30th Annual General Meeting of the company will be held on Friday, 25th September, 2020 at 11.00 a.m. through Video Conferencing .(VC) or Other Audio-Visual Means (OAVM) in compliance with the General Circular Nos.l4/2020, 17/2020 and 20/2020 dated 08th April 2020, 13th April 2020 and 5th May 2020, respectively issued by the Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/CMD 1/CIR/P/2020/79 dated 12th May 2020 issued by the Securities and Exchange Board of India. The notice of the 30th Annual General Meeting of the company is attached herewith

The Annual Report for the financial year 2019-20 along with notice of the Annual General Meeting is available on the website of the company i.e. www.mazdalimited.com.

Please take note of the same.

Thanking you,

Yours faithfully

Company Secretary

Sales & Admn. Office : Works & Registered Office : Works : Works : Mazda House, Panchwati 2nd Lane, Ambawadi, Ahmedabad - 380006. INDIA Phone: +91 (0) 79 40007000 (30 Lines) +91 (0) 79 2644 2036, 37, 38 Fax: +91 (0) 79 2656 5605 E-mail : vacuum@mazdalimited.com Website : www.mazdalimited.com

Unit-1 Unit-2 Unit-3 Unit-4 C/1 -39/1 3/1 6, G.I.D.C., Plot No. 11 & 12, Hitendranagar C/1 -A5, G.I.D.C., Plot No. 17/1, Phase-Ill, Naroda, Sahakari Vasahat Ltd., Odhav, G.I.D.C., Naroda, Ahmedabad- 382 330 N.H. Road, Naroda, Ahmedabad- 380 015 Ahmedabad- 382 330

+91 (0) 79 40267000 Phone: +91 (0) 79 40266900 +91 (0) 79 22872614, 4945 +91 (0) 79 65140791

Phone: +91 (0) 79 22821779 Ahmedabad- 382 340 Phone: +91 (0) 79 9879113091 Phone: +91 (0) 79 22822274

NOTICE

NOTICE is hereby given that the 30th Annual General Meeting ("AGM") of members of Mazda Limited ("the company") will be held on Friday, 25th September, 2020 at 11.00 a.m. through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM") to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the financial statements of the company for the year ended 31st March, 2020 including the Audited Balance Sheet as at 31st March, 2020, the statement of Profit and Loss for the year ended on that date and the reports of the Directors and Auditors thereon.
• 2. To confirm the payment of Interim Dividend of 7.50 per equity share and to declare Final Dividend of 2.50 per equity share of the company for the financial year ended on 31st March, 2020.
• 3. To appoint a director in place of Mr. Sorab Mody (DIN: 00498958), who retires by rotation and being eligible offers himself for re-appointment.
• 4. To appoint a director in place of Mrs. Sheila Mody (DIN: 00496561), who retires by rotation and being eligible offers herself for re-appointment.

SPECIAL BUSINESS:

5. Ratification of remuneration payable to the Cost Auditors for the financial year 2020-21

To consider and if thought fit, pass, with or without modifications, the following resolutions as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifications or reenactment thereof, for time being in force) and on the recommendation of the Audit Committee and approval by the Board of Directors of the company, V. H. Shah & Co., Cost Accountant (Firm registration no.: 100257)appointed by the Board of Directors of the company, to conduct the audit of the cost records of the company for the financial year ending on 31st March, 2021, be paid the remuneration as set out in the statement annexed to this Notice convening this meeting."

"RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorised to do all such acts and take such actions as may be necessary, expedient and proper to give effect to this resolution.

Registered Office: C/1-39/13/16 GIDC, Naroda, By Order of the Board, Ahmedabad – 382 330

Date: 29/06/2020 Nishith Kayasth Place: Ahmedabad Company Secretary

NOTES:

• 1. In view of the massive outbreak of COVID-19 pandemic, the Ministry of Corporate Affairs has allowed companies to conducting of Annual General Meeting (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OVAM), and dispended the physical presence of the members at the meeting. In view of the current situation, Ministry of Corporate Affairs had issued vide its Circular No. 14/2020 dated 8th April, 2020, Circular 17/2020 dated 13th April, 2020 and Circular No. 20/2020 dated 5th May, 2020 (collectively referred to as "MCA Circulars") prescribing procedure of and manner of conducting Annual General Meeting through VC/OAVM. In compliance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA Circulars, the 30th AGM of the company will be held through VC / OAVM. The detailed procedure for participation in the meeting through VC / OAVM is as per note no. 26 and also available at the company's website www.mazdalimited.com.
• 1. The Information regarding appointment/re-appointment of the Directors and Explanatory Statement of s pecial businesses to be transacted pursuant to Section 102 of the Companies Act, 2013 and/or Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the special business under Item No. 5 of the Notice, is annexed hereto.
• 1. Pursuant to the Circular No. 14/2020 dated 08th April, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. However, the Body Corporate intending to authorised their representatives to participate and vote at the AGM through VC/OAVM are requsted to send a duly certified copy of the Board Resolition authorising their representatives to attend and vote on their behalf at the AGM.
• 1. 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.

• 1. In compliance with the aforesaid MCA Circulars and SEBI Circular dated 12th May, 2020, Notice of AGM along with Annual Report 2019-20 is being sent only through electronic mode to all members of the company whose email addresses are registered with the company/ Depositories. Members may note that Notice and Annual Report 2019- 20 has been uploaded on the website of the company at www.mazdalimited.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and the AGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility) i.e. www.evotingindia.com.
• 1. The Register of Members and the Share Transfer Books of the company will remain close from 18th September, 2020 to 25th September, 2020 (both days inclusive) to determine entitlement of dividend on equity shares, if declared at the Meeting. Dividend will be paid to those shareholders, whose name appears on the Register of Members of the company as at the end of the business hours on the record date i.e. 17th September, 2020.
• 1. The dividend, if declared will be paid on or after 06th October, 2020.
• 1. The Ministry of Corporate Affairs has notified provisions relating to unpaid / unclaimed dividend under Sections 124 and 125 of Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. As per these Rules, dividends which are not encashed / claimed by the shareholders for a period of s even consecutive years shall be transferred to the Investor Education and Protection Fund (IEPF) Authority. The IEPF Rules mandate the companies to transfer the shares of shareholders whose dividends remain unpaid / unclaimed for a period of seven consecutive years to the demat account of IEPF Authority. Accordingly, the unclaimed dividend in respect of financial year 2012-13 (Final) is due for transfer in October, 2020. The members, who have not encashed the above referred unclaimed / unpaid dividend, may please approach the Company and/or Registrar and Transfer Agent for payment of such unpaid dividend. Shareholders may please note that no claim of dividend wi ll be entertained after the transfer of unclaimed dividend to the Investor Education & Protection Fund (IEPF). Hence, the company urges all the members to encash / claims their respective dividend during the prescribed period. The details of the unpaid / unclaimed amounts lying with the company are available on the website of the company i.e. www.mazdalimited.com. The shareholders whose dividend / shares are transferred to the IEPF Authority can now claim their shares from the Authority by following the Refund Procedure as detailed on the website of IEPF Authority http://www.iepf.gov.in/IEPFA/refund.html.
• 1. Shareholders seeking any information with regard to accounts or any queries or questions are requested to write to the company at nishith@mazdalimited.com at least 7 days before the meeting so as to enable the management to keep the information ready.
• 1. As per SEBI Circular No. CIR/MRD/DP/10/2013 dated 21st March, 2013, listed companies are required to use, either directly or through their RTA, any RBI approved electronic mode of payment like ECS, NECS, NACH etc. for distribution of dividends or providing other cash benefits to the investors. Accordingly, the members, holding shares in physical form, are requested to update their address or provide / update their bank mandate (including details of MICR, IFSC etc.) with the company or its Registrars & Transfer Agents (RTA), LINK Intime India Private Limited and members holding shares in dematerialized form are requested to intimate any change in their address or to change / update bank mandate with their Depository Participants (DP) to enable the company or RTA for makin g arrangements for electronic credit of dividend and other cash benefits to members.
• 1. Members may note that the Income Tax Act, 1961 as amended by the Finance Act, 2020, mandates that dividends distributed by a company after 01st April, 2020 shall be taxable in the hands of members. The company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of dividend. In order to enable us to determine the TDS rate as applicable, members are requested to upload Form 15G/15H, if applicable, on the weblink https://linkintime.co.in/formsreg/submission-of-form-15g-15h.html provided by company's RTA.
• 1. SEBI vide its circular dated June 8, 2018 amended Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 pursuant to which requests for effecting transfer of securities shal l not be processed unless the securities are held in the dematerialized form. Members holding the shares in physical form are requested to dematerialize their holdings as the physical transfer of shares will not be permissible.
• 1. Members holding shares in physical form are requested to notify immediately the change in their regi stered address, bank details etc., if any to RTA, Link Intime India Private Limited.
• 1. The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection on request by sending an e-mail.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, ther efore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the company/RTA.

• 1. The equity shares of the company are available for dematerialisation, as the company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Those shareholders who wish to hold shares in electronic form may approach their Depository Participant. The ISIN No. of the Equity Shares is INE885E01034.
• 1. The members holding shares in dematerialized mode are requested to intimate all changes pertaining to their bank details, NECS mandates, Power of Attorney, change of address or name etc. to their Depository Participant only. Changes intimated to Depository Participant will be automatically reflected in the company's record which will help the company and its registrar and transfer agents to provide efficient and better services.
• 1. Pursuant to Section 72 of the Companies Act, 2013, shareholders holding shares in physical form may file nomination in the prescribed Form SH-13 and for cancellation / variation in nomination in the prescribed Form SH-14 with the company's RTA. In respect of shares held in electronic / demat form, the nomination form may be filed with the respective Depository Participant.
• 1. As required under the provisions of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-2, brief profile of the Directors proposed for re-appointment at the forthcoming Annual General Meeting, is annexed to the notice. The Directors have furnished the requisite consent / declarations for their re-appointment as required under the Companies Act, 2013 and the Rules made there under.
• 1. Non-Resident Indian members are requested to inform the RTA, immediately of:
  • i. Change in their residential status on return to India for permanent settlement.
  • ii. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.
• 1. To support the 'green initiative' members who have not registered their e-mail addresses so far are requested to register their e-mail address with RTA /Depositories for receiving all communication including annual report, notices, circulars, etc. from the company electronically. The link for registration of E-mail IDs with the company / RTA is: https://linkintime.co.in/EmailReg/Email\_Register.html.
• 1. Trading in the shares of the company is compulsorily in dematerialized form for all investors. Dematerialization would facilitate paperless trading through state-of-the-art technology, quick transfer of corporate benefits to members and avoid inherent problems of bad deliveries, loss in postal transit, theft and mutilation of share certificate and will not attract any stamp duty. Hence, we request all those members who have still not dematerialized their shares to get their shares dematerialized at the earliest.

23. PROCESS AND MANNER FOR MEMBERS OPTING FOR VOTING THROUGH ELECTRONIC MEANS:

• i. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its members in respect of the business to be transacted at the AGM. For this purpose, the company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
• ii. Members whose names are 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. Friday, 18th September, 2020, shall be entitled to avail the facility of remote e-voting as well as e-voting system on the date of the AGM. Any recipient of the Notice, who has no voting rights as on the cut-off date, shall treat this Notice as intimation only.
• iii. The Members can join the AGM through the VC / OAVM mode 15 minutes before the scheduled time of the commencement of the meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1,000 members on first come first served basis. This limit will not include large shareholders (shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• iv. A person who has acquired the shares and has become a member of the company after the dispatch of the Notice of the AGM and prior to the cut-off date i.e. Friday, 18th September, 2020, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the AGM by following the procedure mentioned in this part.
• v. The remote e-voting will commence on Tuesday, 22 nd September, 2020 at 9.00 a.m. and will end on Thursday, 24th September, 2020 at 5.00 p.m. During this period, the members of the company holding shares either in physical mode or in demat mode as on the cut-off date i.e. Friday, 18th September, 2020 may cast their vote electronically. The members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by CDSL thereafter.

• vi. Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.
• vii. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the company as on the cut-off date i.e. Friday, 18th September, 2020.
• viii. The company has appointed Mr. Rutul Shukla, Practicing Company Secretary to act as scrutinizer, for conducting the scrutiny of the votes cast. The members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given below.

24. INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING:

• (i) The voting period begins on Tuesday, 22nd September, 2020 at 9.00 a.m. and will end on Thursday, 24th September, 2020 at 5.00 p.m. During this period shareholders' of the company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, 18th September, 2020 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• (iii) The shareholders should log on to the e-voting website www.evotingindia.com.
• (iv) Click on "Shareholders" module.
• (v) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the company.

OR

Alternatively, if you are registered for CDSLs EASI/EASIEST e-services, you can log-in at https:// www.cdslindia.com from Login – Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.

• (vi) Next enter the Image Verification as displayed and Click on Login.
• (vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier evoting of any company, then your existing password is to be used.
• (viii) If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income TaxDepartment (Applicable for both demat shareholders as well as physicalshareholders)
	•Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence numberwhich is printed on Postal Ballot / Attendance Slip / communicated bymail indicated in the PAN field.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)as recorded in your demat account or in the company records in order tologin.
	•If both the details are not recorded with the depository or companyplease enter the member id / folio number in the Dividend Bank detailsfield as mentioned in instruction (v).

• (ix) After entering these details appropriately, click on "SUBMIT" tab.
• (x) Members holding shares in physical form will then directly reach the Company selection screen. Howev er, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (xi) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (xii) Click on the EVSN of Mazda Limited.
• (xiii) 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.
• (xiv) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xvi) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xvii) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xviii)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 & enter the details as prompted by the system.
• (xix) Members can also cast their vote using CDSL's mobile app "m-Voting". The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.
• 25. Process for those members whose email addresses are not registered with the depositories:
  • i. For Physical shareholders please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) by email to nishith@mazdalimited.com.
  • ii. For Demat shareholders -, please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), 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 nishith@mazdalimited.com.

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

• i) Members will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Mazda Limited will be displayed.
• ii) Members are encouraged to join the AGM through Laptops / IPads for better experience.
• iii) Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• iv) 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.
• v) Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at nishith@mazdalimited.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at nishith@mazdalimited.com. These queries will be replied to you by the company suitably by email.
• vi) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.

27. INSTRUCTIONS FOR MEMBERS FOR E-VOTING DURING THE AGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for Remote e-voting.
• 1. Only those members, who are 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 available during the AGM.
• 1. If any Votes are cast by the members through the e-voting available during the AGM and if the same members have not participated in the meeting through VC/OAVM facility, then the votes cast by such members shall be considered invalid as the facility of e-voting during the AGM is available only to the members attending the AGM.
• 1. 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.
• 1. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

28. Note for Non – Individual Shareholders and Custodians

• a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates".
• b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• d) The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• f) Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the company at the email address viz; nishith@mazdalimited.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

In case of any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr. Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

Registered Office: C-1/39/13/16 GIDC, Naroda By Order of the Board, Ahmedabad – 382 330

Place: Ahmedabad

Nishith Kayasth Date: 29/06/2020 Company Secretary

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 05: Ratification of remuneration payable to the Cost Auditors for the financial year 2020-21

The Board, on the recommendation of the Audit Committee, has approved the appointment and recommende d remuneration of V. H. Shah & Co., Cost Accountants, to conduct the audit of the cost records of the company for the financial year ending on 31st March, 2021.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 1.25 Lacs payable to the Cost Auditor has to be approved by the shareholders of the company. The remuneration of the Cost Auditor shall be ratified by the shareholders.

None of the Directors / Key Managerial Personnel of the company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at the Item No. 05 of the accompanying Notice of the AGM.

The Board recommends the Ordinary Resolution set out at Item No. 05 of the Notice for approval by the members.

Registered Office: C-1/39/13/16 GIDC, Naroda By Order of the Board, Ahmedabad – 382 330

Place: Ahmedabad

Nishith Kayasth Date: 29/06/2020 Company Secretary

PURSUANT TO REGULATION 36 OF THE LISTING REGULATIONS AND SECRETARIAL STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA, INFORMATION ABOUT THE DIRECTORS PROPOSED TO BE APPOINTED / RE-APPOINTED IS FURNISHED BELOW:

Name of the Director	Sorab Mody	Sheila Mody
Directors Identification Number(DIN)	00498958	00496561
Nationality	Indian	Indian
Date of Birth and Age	08/10/194574 years	19/02/194773 years
Qualification	B.com	B.Sc.
Experience andExpertise	He is a promoter and Managing Director of thecompany. He has vast experience of engineeringindustry. His vision and guidance to our company hasmade this company to grow immensely. He has anoverall experience of 41 years in the engineeringindustry. During his tenure as a mentor of thecompany has developed new products and with hisvision of growth company has achieved a turnover of` 100 Crores.He was previously working with J. N. Marshall Ltd. asa Branch Manager.	She is on the Board since 1992. Herexperience and knowledge in the fieldof Engineering has immensely helpedthe company.
Date of first Appointment on theBoard of the Company	03/09/1990	20/09/1991
Shareholding in the Company	13,21,270	75,700
List of Directorship held in othercompanies	Please refer Report on Corporate Governance
Membership / Chairmanship inCommittees of other companiesas on date	Please refer Report on Corporate Governance
Relationships between Directorsinter-se	Relative of Sheila Mody andShanaya Mody Khatua	Relative of Sorab Mody andShanaya Mody Khatua