Miven Machine Tools Ltd. — AGM Information 2020

Aug 17, 2020

August 18, 2020

==> picture [476 x 116] intentionally omitted <==

To

The General Manager- Listing BSE Limited 24[th ] Floor, P J Towers, Dalal Street, Fort Mumbai - 400001

Dear Sir/Madam,

Sub: Intimation of 35[th ] Annual General Meeting of Miven Machine Tools Limited, Sending notice of AGM by email, Closure of Register of Members and E-voting, Scrutinizer of E-voting and cut-off date:

Ref: Scrip Code 522036

1. 35[th ] Annual General Meeting

This is to inform you that, pursuant to Section 96 of the Companies Act, 2013, Regulation 30 and other relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 35[th ] Annual General Meeting (AGM) of the Company will be held on Monday, 14[th ] September,2020 at 11:30 A.M. through Video Conferencing (VC) and Other Audio Visual Means(OAVM).

2. Sending of Notice of AGM by email only:

In view of the relaxation granted by the Ministry of corporate Affairs vide its General Circular No. 20/2020 dated May 5, 2020 and SEBI vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Notice of AGM, Directors Report, Auditors Report and other attachments will be sent to the shareholders by email only and physical notices and statements are not being sent to the shareholders.

3. Closure of Register of Members

We also hereby inform you that pursuant to Section 91 of the Companies Act, 2013 and Regulation 42 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Register of Members of the Company will be closed from 07[th ] September,2020 to 14[th ] September,2020 (both days inclusive) for the purpose of AGM.

4. E-voting, Scrutinizer of E-voting and cut-off date

Pursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as may be amended from time to time and Regulation 44

==> picture [476 x 116] intentionally omitted <==

of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide e-voting facility to all its Members, to enable them to cast their votes electronically for all the resolutions set out in the Notice of Annual General Meeting.

The Company has engaged the services of Central Depository Services (India) Limited for the purpose of providing e-voting facility to all its Members.

Mr. Umesh Maskeri, Practicing Company Secretary has been appointed as the Scrutinizer by the Company to scrutinize the entire voting process in a fair and transparent manner.

The remote e-voting period shall commence at 11[th ] September,2020 at 10:00 A.M. and will end at 13[th ] September,2020 on 5:00 P.M. The remote e-voting module shall be disabled by CDSL thereafter.

The cut-off date for determining the eligibility of shareholders for remote e-voting rights and attendance at Annual General Meeting (AGM) is 07[th ] September,2020. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on cut-off date, shall be entitled to avail the facility of E- voting.

We request you to take on record of the same.

Thanking you,

For Miven Machine Tools Limited

==> picture [102 x 67] intentionally omitted <==

==> picture [81 x 78] intentionally omitted <==

Arpita Dhakane

Company Secretary and Compliance Officer

Notice of 35[th ] AGM

MIVEN MACHINE TOOLS LIMITED Registered Office: Tarihal Industrial Area, Tarihal, HUBLI – 580 026 (Karnataka) CIN: L29220KA1985PLC007036

Website: www.mivenmachinetools.in Tel.No.0836-2212221-24 E-mail: mmtsecretarial@gmail.com

NOTICE OF 35[TH ] ANNUAL GENERAL MEETING

NOTICE is hereby given that the 35[th ] (Thirty Fifth) Annual General Meeting of the members of Miven Machine Tools Limited, will be held at 11-30 AM on Monday, the September 14, 2020 through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) organised by the Company (and subject to the receipt of permission from the relevant authorities, if necessary, and subject to the local conditions in view of the outbreak of COVID 19 pandemic prevalent on that date) with additional facility of participation through physical presence of members at the Meeting Hall of Miven Mayfran Conveyors Private Limited, Sirur’s Compound, Karwar Road, Hubli- 580024 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Statements of Profit and Loss account of the Company for the Financial Year ended March 31, 2020 and the Balance Sheet on the said date along with the reports of the Board of Directors and the Auditors thereon and in this connection, to pass the following resolution as an Ordinary Resolution.

“RESOLVED THAT the Audited Balance Sheet as at March 31, 2020, together with the Statement of Profit and Loss for the year ended as on that date and the Reports of the Directors and Auditors thereon be and are hereby adopted”.

1. To appoint a Director in place of Mr. Shyam Mohan Sirur, who retires by rotation and being eligible offers herself for re-appointment and in this connection, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shyam Mohan Sirur (DIN 00134226), who retires by rotation and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company and who shall be liable to retire by rotation”

By Order of the Board of Directors for Miven Machine Tools Limited

. Arpita R Dhakane Company Secretary ACS No A54201

Place: Hubli Date: August 18, 2020

1

Notice of 35[th ] AGM

NOTES:

1. In view of the outbreak of the COVID-19 pandemic, Ministry of Corporate Affairs (“MCA”) has vide Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020, (collectively referred to as “MCA Circulars”) has adviced the companies to provide the facility of participation of members at the Annual General Meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM), without the physical presence of the Members at a common venue. Subject to the receipt of permission from the relevant authorities, if necessary, and after following any advisories issued by such authorities and subject to the local conditions arising out of spread of COVID 19 pandemic and convenience prevalent on the date of the AGM, the Company will endevour to hold the Annual General Meeting with the physical presence of the members at the Meeting Hall of Miven Mayfran Conveyors Private Limited, Sirur’s Compound, Karwar Road, Hubli- 580024 in addition to the facility of participation through VC mode . All the members who are physically present in the meeting as well as the members who attend the meeting through VC facility by VC or AOVM shall be reckoned for the purpose of quorum under Section 103 of the Companies Act, 2013. All resolutions shall continue to be passed through the facility of remote e-voting system only and there will not be any voting through the physical ballot papers. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC / OAVM. Central Depository Services (India) Limited (‘CDSL’) has provided the facility for voting through remote e-voting, for participation in the AGM through VC / OAVM facility and e-voting during the AGM. The procedure for participating in the meeting through VC / OAVM is explained at Note No. (6) to (10) below and is also available on the website of the Company www.mivenmachinetools.in.

1.

1. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting, as provided in Section 113 of the Companies Act, 2013. The said Resolution/Authorization shall be sent by email through its registered email address to mmtsecretarial@gmail.com with a copy marked to evoting@cdsl.co.in.

2. In accordance with, the General Circular No. 20/2020 dated May 5, 2020 issued by MCA and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by SEBI, the financial statements including Report of Board of Directors, Auditor’s report or other documents required to be attached therewith and the Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depositories/Depository Participant(s).

3. Process for registration of email id for obtaining Annual Report and user id/password for e-voting :

Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Registrar and Transfer Agents of the Company BgSE Financials Limited at avp_rta@bfsl.co.in along with the copy of the signed request letter mentioning the name and address of the Member, scanned copy of the share certificate (front and back), selfattested copy of the PAN card and self-attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register/update their

2

Notice of 35[th ] AGM

email addresses with the relevant Depository Participants. In case of any queries/difficulties in registering the e-mail address, Members may write to avp_rta@bfsl.co.in

1. The Notice of AGM along with Annual Report for the financial year 2019-20 is available on the website of the Company at www.mivenmachinetools.in on the website of Stock Exchanges i.e. BSE Limited.

PROCEDURE FOR JOINING THE AGM THROUGH VC / OAVM:

1. The Members will be able to attend the AGM through VC/OAVM or view the webcast of AGM provided by CDSL at https://www.evoting.cdsl.com by using their remote e-voting login credentials and selecting the EVSN for Company’s AGM. The link for VC / OAVM will be available in Members login where the EVSN 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. Further Members can also use the OTP based login for logging into the e-voting system of CDSL.

2. The facility of joining the AGM through VC/OAVM shall open 15 minutes before the time scheduled for the AGM and will be available for Members on first come first served basis. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This 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 EGM/AGM without restriction on account of first come first served basis.

3. If a member has any queries or issues regarding attending AGM & e-Voting from the remote evoting 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, Central Depository Services (India) Limited, (CDSL), 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.

Members who need assistance before or during the AGM can contact CDSL on the aforesaid contact numbers and email Ids. 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. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM/EGM has been uploaded on the website of the Company at www.mivenmachinetools.in. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM i.e. www.evotingindia.com

3

Notice of 35[th ] AGM

1. 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.

PROCEDURE TO RAISE QUESTIONS DURING ANNUAL GENERAL MEETING:

1. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, demat account number/folio number, email Id, PAN, mobile number at mmtsecretarial@gmail.com from (10:00 A.M. IST) September 4, 2020 to 5:00 P.M. IST on September 11, 2020. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance at least seven days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM:

1. 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), the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice.

2. Members may cast their votes on electronic voting system from any place (remote e- voting). The remote e-voting period commences from 10:00 A.M. IST on Friday the September 11, 2020 and ends on 5:00 P.M. IST on September 13, 2020. During this period, Members holding shares either in physical form or in dematerialized form, as on Monday, the September 7, 2020 i.e. cut-off date, may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.

3. The Board of Directors has appointed Mr. Umesh Maskeri (Membership No. 4831 and CP No. 12074) as the Scrutinizer to scrutinize the voting during the AGM and remote e- voting process in a fair and transparent manner.

4. Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. 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.

5. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.

6. Any person, 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@cdsl.co.in. However,

4

Notice of 35[th ] AGM

if he/she is already registered with CDSL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

1. The details of the process and manner for remote e-voting are explained herein below:

2. (i) The voting period begins on and ends on . During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

3. (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

4. (iii) The shareholders should log on to the e-voting website www.evotingindia.com.

5. (iv) Click on “Shareholders” module.

6. (v) Now enter your User ID

7. a. For CDSL: 16 digits beneficiary ID,

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

9. c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company. OR

Alternatively, if you are registered for CDSL’s 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 e-voting 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 Shareholders holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
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 to login.  If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

• (ix) After entering these details appropriately, click on “SUBMIT” tab.

• (x) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login

5

Notice of 35[th ] AGM

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 for the relevant on which you choose to vote.

• (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) Shareholders 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.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

1. 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 (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. 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 Company/RTA email id .

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

1. Shareholder will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at https://www.evotingindia.com under shareholders/members login by using the remote

6

Notice of 35[th ] AGM

e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVSN of Company will be displayed.

1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

2. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. 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 WiFi or LAN Connection to mitigate any kind of aforesaid glitches.

4. Shareholders 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 (company email id). 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 (company email id). These queries will be replied to by the company suitably by email.

5. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER:

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 shareholders, 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.

2. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

3. Shareholders 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.

(xx) Note for Non – Individual Shareholders and Custodians

• 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” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• 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.

• 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.

7

Notice of 35[th ] AGM

• 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.

• 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; secretarial@mivenmachinetools.in (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

If you have 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..

Other information:

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e- voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.cdsl.com to reset the password.

2. In case of any queries relating to e-voting, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.cdsl.com or call on toll free no.: 1800-200-5533 or send a request to helpdesk.evoting@cdslindia.com

3. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

4. The results of the electronic voting shall be declared to the Stock Exchanges after the conclusion of AGM. The results along with the Scrutinizer’s Report, shall also be placed on the website of the Company at www.mivenmachinetools.in and on the website of CDSL https://www.evoting.cdsl.com immediately. The Company shall simultaneously forward the results to the BSE Limited, where the shares of the Company are listed.

5. The venue of the meeting shall be deemed to be the Meeting Hall of Miven Mayfran Conveyors Private Limited, Sirur’s Compound, Karwar Road, Hubli- 580024. .

8

Notice of 35[th ] AGM

1. All the documents referred to in the accompanying Notice and Explanatory Statements, shall be available for inspection through electronic mode, upon the request being sent on mmtsecretarial@gmail.com from 10 AM on ( date of despatch of notice of AGM) upto 5 PM on dd/mm/2020 ( mention one day prior to the date of AGM).

2. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Monday, the September 7, 2020 through email on mmtsecretarial@gmail.com. The same will be replied by the Company suitably.

3. As per the provisions of Section 72 of the Act, and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH.13 with BgSE Financials Limited. In respect of shares held in dematerialize form, the nomination may be filed with the respective Depository Participants. Members who are holding shares in a single name are adviced to avail the nomination facility on a priority basis to save the prospective legal heirs from hassles of going through the legal process.

4. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form from April 01, 2019, except in case of transmission and transposition of securities. In view of the same and to avail various benefits of dematerialisation, Members are advised to dematerialise shares held by them in physical form and for ease in portfolio management.

5. The Securities and Exchange Board of India has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, 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 / BgSE Financials Limited.

6. The Register of Members and share transfer books will be closed from September 7, 2020 to September 14, 2020 (both days inclusive) for the purpose of Annual General Meeting, pursuant to the provisions of Section 91 of Companies Act, 2013.

By Order of the Board of Directors for Miven Machine Tools Limited

Arpita R Dhakane Company Secretary Membership ACS No.A54201

Place: Hubli Date: August 18, , 2020

9

Notice of 35[th ] AGM

Details of Director seeking appointment and re-appointment as Directors at this Annual General Meeting pursuant to the provisions of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and Secretarial Standard-2 on General Meetings

Particulars	Mr. SHYAM MOHAN SIRUR
DIN	00134226
Date of Birth and Age	August 9,1948 Age: 71years
Date of appointment	30/03/2002
Qualifications	Bachelor of Engineering
Expertise in specific functional areas	Has over 50 years of experience in the field of industrial electronics and automation products. Contributed to enhance efficiency and increase in production of several group companies engaged in electronics and ancillary industries.
Directorship held in public and private companies (excluding foreign companies)	Miven Machine Tools Limited MIPRO International Private Limited Cotmac Private Limited N A Sirur (Hubli) Private Limited Cotmac Precision Castings Private Limited Cotmac Electronics Private Limited Softech Controls Private Limited Sibella Private Limited Mogora Cosmic Private Limited Cotmac Industrial Trading Private Limited Cotmac Infotech Private Limited Sibella Technologies Private Limited IAG Automation Private Limited
Memberships/Chairmanships of companies (only Audit and Stakeholder Relationship Committee)	Nil
Shareholding in the Company	Nil

By Order of the Board of Directors for Miven Machine Tools Limited

Arpita R Dhakane Company Secretary ACS No A54201

Place: Hubli Date: August 18, 2020

10

Notice of 35[th ] AGM

MIVEN MACHINE TOOLS LIMITED Registered Office: Tarihal Industrial Area, Tarihal, HUBLI – 580 026 (Karnataka) CIN: L29220KA1985PLC007036

Tel.No.0836-2212221-24; Email: mmtsecretarial@gmail.comwww.mivenmachinetools.in

ATTENDANCE SLIP

Members attending the Meeting in person or by Proxy are requested to complete the attendance slip and hand it over at the entrance of the meeting hall.

I hereby record my presence at the 35[th ] Annual General Meeting of the Company held at 11-30 AM on Monday , the September 14, 2020 at the Meeting Hall of Miven Mayfran Conveyors Private Limited, Sirur’s Compound, Karwar Road, Hubli- 580024 .

Full name of the Member (in block letters) :

Signature:

Folio No • DP ID No. Client ID No................................ No. of Shares:

*Applicable for member holding shares in electronic form

Full name of the Proxy (in block letters):

Signature:

11

Notice of 35[th ] AGM

PROXY FORM - MGT-11

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

Name of the Company: MIVEN MACHINE TOOLS LIMITED

(CIN No.L29220KA1985PLC007036)

Registered Office : Tarihal Industrial Area, Tarihal, Hubli 580 026 (Karnataka) Name of the Member(s) Registered Address Email ID DP ID Client id/Folio No. I / We. being the member(s) of Equity Shares of Miven Machine Tools hereby appoint:

Equity Shares of Miven Machine Tools

1. Name:

Address: _ E-mail Id: Signature : or failing him / her 2. Name: Address: _ E-mailId: Signature: or failing him / her 3. Name: Address: _ E-mail Id: Signature:

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 35[th ] Annual General Meeting of the Company, to be held at 11-30 AM on Monday , the September 14, 2020 at Meeting Hall of Miven Mayfran Conveyors Private Limited, Sirur’s Compound,

12

Notice of 35[th ] AGM

Karwar Road, Hubli- 580024 and at any adjournment thereof, in respect of such resolutions set out in the Notice convening the meeting as are indicated below:

List of Resolutions:

Resn. No. Resolutions 1 Adoption of Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2020 together with the Directors’ Report and Auditors’ Report thereon. 2 Appointment of Mr. Shyam Mohan sirur (DIN 0134226) who retires by rotation and being eligible, offers herself is eligible for reappointment Signed this day of 2020 Signature of Shareholder (s): Signature of Proxy Holder (s):	Resn. No.	Resolutions	Resolutions	Resolutions	Optional**
					For	Against		Abstain
	1	Adoption of Audited Financial Statements of the Company for the Financial Year ended 31stMarch 2020 together with the Directors’ Report and Auditors’ Report thereon.
	2	Appointment of Mr. Shyam Mohan sirur (DIN 0134226) who retires by rotation and being eligible, offers herself is eligible for reappointment
				day of 2020 :		Affix Re. 1 Revenue Stamp
							Affix Re. 1 Revenue Stamp
			:
				:

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the registered office of the Company, not less than 48 hours before the commencement of the Meeting.

2. For detailed resolutions and explanatory statement, please refer to the notice of 35[th] Annual General Meeting of the Company.

3. ** It is optional to put an ‘X’ in the appropriate column against the resolutions indicated in the box. If you leave the ‘For’ or ‘Against’ column blank against any or all resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

4. Please complete all details including details of member(s) in above box before submission.

5. Please complete all details including details of member(s) in above box before submission.

13

==> picture [595 x 298] intentionally omitted <==