M.K.Proteins Limited — AGM Information 2020

Sep 15, 2020

04th September, '20

To. Manager, Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot No. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Reference Scrip Code/ Symbol - MKPL/1NE964W01013

Subject: INTIMATION OF "NOTICE OF ANNUAL GENERAL MEETING"

Dear Sir/Ma'am,

This is to inform you that the 8th Annual General Meeting of the Company will be held on Wednesday 30th day of September 2020 at 11:30 A.M at registered office of the company The Register of Members and Share Transfer Books of the Company will remain closed from 23rd September, 2020 to 30th September, 2020 (both days inclusive) for the purposes of the Annual General Meeting.

Kindly find the Notice of Annual General Meeting enclosed herewith

This is for the intimation of Exchange and members thereof.

Thanking You,

Yours, Faithfully For M. K. Proteins Limited

Prerna Mehta Company Secretary & Compliance Officer

M. K. Proteins Ltd.

Naraingarh Road, Village Garnala, Ambala City(Haryana), India - 134003 T: 0171-2679358 IW: www.mkproteins.in IE: mkproteins1@gmail.com I info@mkproteins.in $CIN + 115500HR2012PIC046239$

TIN: 06291043467 CIN: L15500HR2012PLC046239

Notice: Convening 8thAnnual General Meeting

Notice is hereby given that 8th Annual General Meeting of the members of the Company M. K. Proteins Limited will be held on Wednesday $30th$ day of September 2020 at 11:30 A.M. at the registered office of the Company, address, given above to transact the following business with or without modification.

Ordinary Business: Ordinary Resolutions:

• 1. To receive, consider and adopt the Financial Statements including Audited Balance Sheet of the Company as at 31st March, 2020, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with reports of the Board of Directors and the Auditors thereon.
• $\mathcal{D}$ To re-appoint Sh. Parvind Kumar, Director who retires by rotation at this meeting and, being eligible, offered himself for re-appointment.
• $3.$ To ratify and approve appointment of Auditors for the year ending from 31st March 2021 and fix their remuneration. Appointment of M/s Jayant Bansal & Co., Chartered Accountants, Ambala Cantt, proposed to be ratified as Statutory Auditors for Financial Year ending 31st March 2021 being eligible to continue as Statutory Auditors from the conclusion of this meeting till the conclusion of next Annual General Meeting to be held for Financial Year ending 31st March, 2021.

Special Business: Special Resolutions

1. To ratify the remuneration of the Cost Auditors for the financial year 2019-20 and in this regard, to consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution

"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the total consolidated remuneration payable during the year 2019-20 to M/s K. K. Sinha & Associates, Cost Accountants, #3396, Sector - 46C, Chandigarh-160047 (Firm Regn. No. 100279) appointed by the Board of Directors to conduct the audit of cost records of the Company for the financial year 2019-20, on a remuneration to be agreed between CMA and Managing Director and Fees for Cost EXBL Filing of Cost Compliance on completion of the assignment be and is hereby ratified and confirmed."

5. Approval for Material Transactions with Related Parties:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement/Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, governing the Related Party Transactions and such other rules as may be applicable and amended from time to time, consent of the shareholders be and is hereby accorded for the following arrangements/transactions (including transfer of resource, service or obligation) hitherto entered or to be entered into by the Company for the financial year commencing on April 1, 2020 and for every financial year thereafter:

Value of Related Party Transactions/Arrangements per financial year
							Rs. In Lacs
Sr.No.	RelatedPartyTransactionsu/s188the(1)-ofCompaniesAct,2013/ As per ListingAgreement	KAMLAORGANICESPVT. LTD.	SHREEGANESHFATS PVT.LTD.	KAMLAOLEO PVT.LTD.	KAMLA OIL& FATS PVT.LTD.	SAATVIKGREENENERGYPVT. LTD	SHIBCHARANDASSINDUSTRIESPVT. LTD.
	ofNature	Associate	Associate	Associate	Associate	Associate	Associate
	Relationship	Concern	Concern	Concern	Concern	Concern	Concern
	Name of interested	ParvindSh.	ParvindSh.	ParvindSh.	ParvindSh.	Sh. Parmod	ParvindSh.
	Directory(S)/KMP(s)	Kumar	Kumar	Kumar	Kumar	Kumar	Kumar
		Sh.Parmod	Sh.Parmod	Sh.Parmod	Sh.Parmod		Sh.Parmod
		Kumar	Kumar	Kumar	Kumar		Kumar
		Sh. Raj Kumar	Sh. Rai Kumar	Sh. Rai Kumar	Sh. Rai Kumar		Sh. Rai Kumar

		VinodSh.	VinodSh.	VinodSh.	VinodSh.		VinodSh.
		Kumar	Kumar	Kumar	Kumar		Kumar
ı.	Purchase ofSalesgoods or material "*"
	Sale of Goods	1500.00	1500.00	2500.00	1000.00	1500.00	1000.00
	Purchase of Goods	1000.00	2000.00	1000.00	4500.00	0.00	500.00
$\overline{2}$ .	Lease Rent Paid	0.00	0.00	0.00	0.00	0.00	9.00
3.	CommissionandBrokerage Paid	5.00	0.00	0.00	0.00	0.00	0.00
	Total	2505.00	3500.00	3500.00	5500.00	1500.00	1509.00

Terms and conditions "*"

• At market value for each such transaction on an arm's length basis and in compliance with applicable laws including Domestic Transfer Pricing Guidelines;
• All the above Said transactions are in the ordinary course of business

AND to do all such acts, deeds, matters and things, etc. as may be necessary or desirable including any negotiation/re-negotiation/modification/amendments to or termination thereof, of the subsisting arrangements/ transactions or any future arrangements/ transactions and to make or receive/ pay monies in terms of such arrangements/transactions.

RESOLVED FURTHER THAT the consent of the Company be and is hereby accorded to the Board of Directors of the Company and/or a Committee thereof, to severally do or cause to be done all such acts, matters, deeds and things and to settle any queries, difficulties, doubts that may arise with regard to any transaction with the related parties and severally execute such agreements, documents and writings and to make such filings, as may be necessary or desirable for the purpose of giving full effect to this resolution, in the best interest of the Company."

6. Approval for Material Transactions with Related Parties:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable provisions, if any, of the Companies Act, 2013 and the applicable Rules made there under, including any amendment(s), statutory modification(s) and/or re-enactment thereof for the time being in force, approval of the Members of the Company be and is hereby granted to Mr. Chatter Singh (DIN 07749000), who has attained the age of seventy five (78) years, to continue to be a Non-Executive Independent Director of the Company up to March 2, 2022, being the date of expiry of his current term of office."

"RESOLVED FURTHER THAT the Board of Directors of the Company or any Key Managerial Personnel of the Company for the time being are hereby severally authorised to do all acts, deeds, matters or things and take such steps as may be necessary, expedient or desirable in this regard."

NOTES:

• 1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("Act) in respect of the business under item Nos. 4 of the Notice, is annexed hereto. The relevant details as required under SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015, of persons seeking appointment/reappointment as Directors under items No. 2 of the Notice, is also annexed.
• 1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars") permitted the holding of the Annual General Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI Listing Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the 5th AGM of the Company is being held through VC / OAVM.
• 1. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is annexed.
• 1. 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 MCA 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.
• 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. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to - $\frac{\sin(2\theta)}{\cos(2\theta)}$ info@mkproteins.in with a copy marked to helpdesk.evoting@cdslindia.com.
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from 23rd September, 20202 to $30th$ September, 2020 (both days inclusive) for the purposes of the Annual General Meeting. Board of Directors has not recommended any Dividend for the Financial Year 2019-20.
• 1. To support the "Green Initiative" Members who have not vet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with Bigshare in case the shares are held by them in physical form. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories unless any Member has requested for a physical copy of the same. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company's website www.mkproteins.in, website of the Stock Exchanges i.e. National Stock Exchange of India Limited "Emerge Platform" and on the website of CDSL www.evotingindia.com

• Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum 8. under Section 103 of the Act.

• The Cut-off date for determining the names of shareholders eligible to get Notice of Annual General Meeting is 9. Friday, 5th September, 2020.

• 1. All documents referred to in this meeting, notice and the accompanying statements are open for inspection at the Registered Office of the company on all working days (except Saturdays and holidays) between 10.30 A.M. to 12.30 P.M. up to the date of Annual General Meeting.
• 1. The Shareholders, seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company at least 2 days before the date of Annual General Meeting through Email on $\frac{info(\partial_l m k)$ roteins in. The same will be replied by/ on behalf of the Company suitably.
• 1. The board of directors has appointed Mr. J. P. Jagdev, Proprietor of M/s J.P Jagdev & Co., Practicing Company Secretary (Membership No. FCS 2056) as the Scrutinizer to scrutinize the voting at the meeting and remote evoting process in a fair and transparent manner.
• 1. The Chairman shall, at the AGM, at the end of discussion on the Resolutions on which the voting is to be held, allow voting with the assistance of the scrutinizer, by use of e-voting for all those Members who are present at the AGM through Video Conferencing.
• 1. The Scrutinizer shall after the conclusion of voting at the Meeting, will first count the votes cast at the Meeting in the presence of at least two witnesses not in the employment of the Company and shall make and submit, within 48 hours of the 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 authorized by him in writing, who shall countersign the same and declare the result of the voting within 48 hours of conclusion of the AGM.
• 1. The Notice of the AGM shall be placed on the website of the Company till the date of AGM. The Results declared, along with the Scrutinizer's Report shall be placed on the Company's website www.mkproteins.in immediately after the declaration of result by the Chairman or a person authorized by him in writing. The Results shall also be immediately forwarded to the Stock Exchange(s) where the shares of the Company are listed. Further, the results shall be displayed on the Notice Board of the Company at its Registered Office as well as Head Office.
• 1. Pursuant to Section 108 of the Companies Act, 2013 and the Rules made there under, as amended from time to time, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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. The instructions for e-voting are given herein below. Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if they have been passed at the AGM.
• 1. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.
• 1. The instructions for members voting electronically (i.e. e-voting) are as under:
  • The security holders should log on to www.evotingindia.com during the duration of the voting period $\ddot{1}$ and cast their votes for the resolutions on the e-Voting System.
  • $\overline{ii}$ ) Shareholders who have voted on an earlier instance of voting can login using their existing password.
  • First time shareholders can login to the e-Voting system using their user-id (i.e. demat account number / iii) folio number), PAN and Date of Birth (DOB) or Dividend Bank account number mentioned for the said demat account or folio. Physical shareholders will have to login with the Folio number, PAN and either DOB or Dividend Bank details for every voting.
  • $iv)$ After logging in, demat security holders will have to mandatory change their password. This password can be used by demat security holders for all future voting on resolutions of companies in which they are eligible to vote. Security holders have to then select the EVSN for which they desire to vote.
  • $\mathbf{v})$ Security holders can then cast their vote on the resolutions available for voting.
  • Security holders can also view the resolution details on the e-Voting website. $\overline{vi}$
  • vii) Once the security holder casts the vote, the system will not allow modification of the same.
  • viii) During the voting period, security holders can login any number of times till they have voted on all the resolutions. However, once the security holder has voted on a resolution he/she would not be able to vote for the same resolution again.
  • $ix)$ You can also update your mobile number and e-mail ID in the user profile details of the folio which may be used for sending future communication(s).
  • $\mathbf{x})$ The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of $5th$ September, 2020.
  • Any person, who acquires shares of the Company and become member of the Company after dispatch of xi) the notice and holding shares as of the cut-off date i.e. September 5th, 2020 may obtain the login ID and password by sending a request at helpdesk.evoting@cdslindia.com or Mr. Anand Tirodkar on Tel: 022-

22728153 (email id-anandt@cdslindia.com) or Ankit Bandivadekar on Tel: 022-22728634 (email idankitb@cdslindia.com).However, if you are already registered with CDSL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on http://www.evotingindia.com or contact CDSL at the following toll free no.: 18002005533.

• xii) A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the Annual General Meeting.
• xiii) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
• The facility for voting through ballot paper shall be made available at the AGM and the members xiv) attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.
• The Chairman shall, at the Annual General Meeting at the end of discussion on the resolutions on which $xV)$ voting is to be held, allow voting with the assistance of scrutinizer, by use of "remote e-voting" or "Ballot Paper" for all those members who are present at the Annual General Meeting but who have not cast their votes by availing the remote e-voting facility.
• The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast xvi) at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the Annual General Meeting, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by her in writing, who shall countersign the same and declare the result of the voting forthwith.
• xvii) The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.mkproteins.in and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by her in writing. The results shall also be immediately forwarded to the NSE Limited, Mumbai.
• 1. The instructions for members for attending the AGM through VC/OAVM are as under:
  • Member will be provided with the facility to attend the AGM through VC/OAVM through the CDSL e- $\mathbf{i}$ voting system. Shareholders 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 Company will be displayed.
  • Facility of joining the AGM through VC/OAVM shall open 15 minutes before the time scheduled for the $\mathbf{ii}$ AGM.
  • iii) Shareholders are encouraged to join the meeting through Laptops/IPads for better experience.
  • Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any $iv)$ disturbance during the meeting.
  • $V)$ 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.
  • $\overline{vi}$ Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their requisition advance at least 2 days prior to meeting mentioning their name, Demat account number/folio number, email id, mobile number at info@mkproteins.in. The shareholders who do not wish to speak during the AGM but have queries may sent their queries in advance 2 days prior to meeting mentioning their name, Demat account number/folio number, email id, mobile number at info@mkproteins.in. These queries will be replied to by the Company suitably by email.
  • vii) Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• 1. Guidelines for those shareholders whose e-mail address are not registered with the depositaries for obtaining login credentials for e-voting for the resolutions proposed in this notice:
  • For Physical Shareholders- please provide necessary details like folio no., Name of shareholder, scanned $\overline{1}$ 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 e-mail to Company/RTA e-mail id.
  • For Demat Shareholders- please provide Demat account details (CDSL-16 digit beneficiary ID or $\mathbf{ii}$ 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) by email to Company/RTA e-mail id.
  • iii) The Company/RTA shall co-ordinate with CDSL and provide the login credential to the above mentioned shareholders.

By Order of the Board of Directors

Place: AMBALA Dated: 04-09-2020

$Sd$ (VINOD KUMAR) Managing Director DIN: 00150507

M. K. Proteins Limited

Regd. Office: Naraingarh Road, Village Garnala, Ambala City (Haryana), India - 134003

T: 0171-2679358 | W: www.mkproteins.in | E: info@mkproteins.in

TIN: 06291043467 CIN: L15500HR2012PLC046239

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING ASREQUIRED IN TERMS OF CLAUSE 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015

PARTICULARS	PARVIND KUMAR
Date of Birth	12/10/1960
DIN	00126969
Date of Appointment	15/12/2016
Oualification	Graduate in Commerce
Experience	38 years experience in Edible Oil Industry
Address	3056, Sector 28D, Chandigarh $-160001$
DirectorshipsinPublicheldother	NIL.
Companies/Foreign Companies
Directorships held in other PrivateLimited	1. SGF INDUSTRIES PRIVATE LIMITED
Companies	2. KAMLA OLEO PRIVATE LIMITED
	3. SHREE GANESH FATS PVT LTD
	4. SHREEOM COMMERCIAL REALESTATE PRIVATE
	LIMITED
Number of Shares held in the Company as on 31st
March 2020	212800

П.
PARTICULARS	CHATTER SINGH
Date of Birth	01/01/1942
DIN	07749000
Date of Appointment	02/03/2017
Qualification	BA and had completed Certified Associate of Indian Institute
	of Bankers conducted by Indian Institute of Banking andFinance (IIBF)
Experience	Retired as Assistant General Manager from the State BankGroup under Senior Management Scale Grade V. Keeping inview his experience, expertise and punctuality in attendingBoard and Audit Committee meetings
Address	KAMLA COLONY, SHAMLI, POLICE STATIONSHAMLI, Uttar Pradesh, India, 247776
DirectorshipsinheldotherPublicCompanies/Foreign Companies	NIL.
PrivateLimitedDirectorshipsheld in otherCompanies	NONE
Number of Shares held in the Company as on 31 st
March 2020	NIL

M. K. Proteins Limited

Regd. Office: Naraingarh Road, Village Garnala, Ambala City (Haryana), India - 134003 T: 0171-2679358 | W: www.mkproteins.in | E: info@mkproteins.in

TIN: 06291043467 CIN: L15500HR2012PLC046239

Explanatory Statement (Pursuant to Section 102 of the Companies Act, 2013)

As required by Section 102 of the Companies Act, 2013, the following explanatory statement sets out all material facts relating to the business mentioned under item no. 4 and 5 of the accompanying Notice dated August 06, 2019:

Items No. 4

The Board of Directors of the Company on the recommendation of the Audit Committee approved the appointment and remuneration of M/s K, K, Sinha & Associates, Cost Accountants, 3396, Sector - 46C, Chandigarh- 160047 (Firm Regn. No. 100279) appointed by the Board of Directors to conduct the audit of cost records of the Company for the financial year 2019-20, on a remuneration to be agreed between CMA and Managing Director and Fees for Cost EXBL Filing of Cost Compliance on completion of the assignment, subject to ratification by shareholders.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) (ii) of The Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors during the year 2019-20 as set out in the Resolution for the aforesaid services to be rendered by them.

None of the directors or KMP or their relatives are concerned or interested in the aforesaid resolution and your board recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval by the shareholders in the interest of the Company.

Items No. 5

Pursuant to provisions of Section 188(1) of the Companies Act, 2013, the Companies (Meeting of Board and its Powers) Rules, 2014, the Related Party Transactions as mentioned in clause (a) to (g) of the said Section require a Company to obtain prior approval of the Board of Directors and subsequently the Shareholders of the Company by way of Special Resolution in case the value of the Related Party Transactions exceeds the stipulated thresholds limit prescribed in Rule 15(3) of the said Rules. Further as required under Clause 49 of the Listing Agreement/Regulation 23 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, all material related party transactions (other than as specified under Clause 49 (VII)(E) of the Equity Listing Agreement) shall require approval of the shareholders through special resolution. Accordingly, the approval of the shareholders by way of Special Resolution is sought under Section 188 of the Companies Act, 2013, the Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of the Equity Listing Agreement, to enable the Company to enter into related Party Transactions in one or more trenches. The particulars of the Related Party Transactions, which are required to be stated in the Explanatory Statement, as per Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows:

Value of Related Party Transactions/ Arrangements per financial year

Sr.No.	Related Party Transactions u/s188 (1) of the Companies Act,2013/ As per Listing Agreement	KAMLAORGANICESPVT. LTD.	SHREEGANESHFATS PVT.LTD.	KAMLAOLEO PVT.LTD.	KAMLA OIL& FATS PVT.LTD.	SAATVIKGREENENERGYPVT. LTD	Rs. In LacsSHIBCHARANDASSINDUSTRIESPVT. LTD.
	Nature of Relationship	AssociateConcern	AssociateConcern	AssociateConcern	AssociateConcern	AssociateConcern	AssociateConcern
$\mathbf{1}$	ofNameinterestedDirectory(S)/KMP(s)of goods orPurchaseSales	ParvindSh.KumarSh.ParmodKumarSh. Raj KumarSh.VinodKumar	Sh.ParvindKumarSh.ParmodKumarSh. Raj KumarSh.VinodKumar	Sh.ParvindKumarSh.ParmodKumarSh. Raj KumarSh.VinodKumar	Sh.ParvindKumarSh.ParmodKumarSh. Raj KumarSh.VinodKumar	Sh. ParmodKumar	Sh.ParvindKumarSh.ParmodKumarSh. Raj KumarSh.VinodKumar
	material "*"
	Sale of Goods	1500.00	1500.00	2500.00	1000.00	1500.00	1000.00
	Purchase of Goods	1000.00	2000.00	1000.00	4500.00	0.00	500.00
$\overline{2}$ .	Lease Rent Paid	0.00	0.00	0.00	0.00	0.00	9.00
3.	Commission and Brokerage Paid	5.00	0.00	0.00	0.00	0.00	0.00
	Total	2505.00	3500.00	3500.00	5500.00	1500.00	1509.00

Terms and conditions "*":

• At market value for each such transaction on an arm's length basis and in compliance with applicable laws including Domestic Transfer Pricing Guidelines;
• All the above Said transactions are in the ordinary course of business

All entities falling under definition of related party shall abstain from voting irrespective of whether the entity is party to the particular transaction or not.

The Board of Directors recommends the resolution set forth in item No. 5 for approval of the Shareholders as a Special Resolution. Except for the Director(s) and Key Managerial Personnel whose names are mentioned hereinabove and their relatives (to the extent of their shareholding interest in the Company), none of the other Directors and/or any Key Managerial Personnel of the Company and/or their relatives is concerned or interested, financially or otherwise, in this resolution. Your approval is sought by voting through Postal Ballot or through e-voting as the case may be, pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 for passing the resolutions under Item No. 5 as set in this Notice.

Items No. 6

The Members of the Company at the 5th Annual General Meeting held on September 28, 2017 had appointed Mr. Chatter Singh as Non-Executive Independent Directors of the Company for a term of five (5) consecutive years commencing from March 2, 2017 and expiring on March 2, 2022.

As the Members are aware, pursuant to the Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations"), effective from April 1, 2019, no listed entity shall appoint a person or continue the directorship of any person as a nonexecutive director who has attained the age of seventy five $(75)$ years unless a special resolution is passed to that effect and the explanatory statement annexed to the notice proposing such appointment or continuation specifies the justification for such appointment or continuation, as the case may be.

Mr. Chatter Singh has already attained the age of seventy five $(75)$ years. Pursuant to Regulation 17(1A) of the Listing Regulations, the Special Resolution for continuation of his directorships with effect from April 1, 2019 up to March 3, 2022, being the date of expiry of their current term of office, will be required to be passed.

Sh. Chatter Singh is BA and had completed Certified Associate of Indian Institute of Bankers conducted by Indian Institute of Banking and Finance (IIBF) and retired as Assistant General Manager from the State Bank Group under Senior Management Scale Grade V. Keeping in view his experience, expertise and punctuality in attending Board and Audit Committee meetings, the Board considers it desirable that the Company should continue to receive the benefit of his valuable experience and advice and accordingly commends the Resolutions as set out at item no. 6 of the Notice for approval of the Members.

By Order of the Board of Directors

Place: AMBALA Dated: 04-09-2020

$Sd$ /-(VINOD KUMAR) Managing Director DIN: 00150507