MMP Industries Limited — Proxy Solicitation & Information Statement 2019

Nov 13, 2019

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MMP INDUSTRIES LIMITED

Corporate Identification Number (CIN) – L 32300 MH 1973 PLC 030813 REGISTERED OFFICE : 211, SHRI MOHINI, 345, KINGSWAY, NAGPUR – 440001, MH, IN Tel No.: +91 712 2 533 585 / 2 524 645, Fax No.: +91 712 2 530 461 e - M a i l : c o m p a n y s e c r e t a r y @ m m p i l . c o m , W e b s i t e : w w w. m m p i l . c o m

POSTAL BALLOT NOTICE

Pursuant to Sec�on 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administra�on) Rules, 2014

Dear Member,

NOTICE is hereby given, pursuant to the provisions of Sec�on 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) , read with the Companies (Management and Administra�on) Rules, 2014 (including any statutory modifica�on/s or re-enactment/s thereof for the �me being in force), (“the Rules”) , Secretarial Standard on General Mee�ngs [SS-2] issued by the Ins�tute of Company Secretaries of India (“ICSI”) and Regula�on 44 of the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”) and other applicable provisions of law, rules and regula�ons, that the resolu�on/s appended below namely, (1) Increase in the Authorised Share Capital and consequent amendments to Clause V of the Memorandum of Associa�on of the Company, (2) Capitalisa�on of Reserves and Issue of Bonus Equity Shares of the Company, and (3) Migra�on of Specified Securi�es [Equity Shares] of the Company from SME Exchange [NSE EMERGE] to the Main Board of Na�onal Stock Exchange of India Limited [NSE] , are proposed to be passed by the Members as the Special Resolu�on/s through Postal Ballot including Vo�ng by electronic means (“remote e-vo�ng”) by giving their assent or dissent.

The Explanatory Statement pursuant to Sec�on 102(1) and 110 of the Act se�ng out the material facts and reasons for the proposed Special Resolu�on/s are appended herewith and is being sent to you along with a Postal Ballot Form for your considera�on.

The Board of Directors of the Company, at its mee�ng held on Wednesday, the 13 November 2019, has approved and appointed, CS Mukesh Dulichandji Parakh, Proprietor of Messers Mukesh Parakh & Associates, Company Secretaries, Nagpur, [ICSI Membership No. FCS - 4343 & Cer�ficate of Prac�ce No. 13693], to act as the Scru�nizer [ “Scru�nizer” ] for conduc�ng the Postal Ballot and remote e-vo�ng in a fair and transparent manner.

The Members have the op�on to vote either by means of physical Postal Ballot or through remote e-vo�ng.

The Members desiring to exercise their vote by means of physical Postal Ballot are requested to carefully read the related notes to the Postal Ballot No�ce and Postal Ballot Form together with instruc�ons given thereunder and return the Postal Ballot Form duly completed in all respects in the enclosed self-addressed postage pre-paid Business Reply Envelope so as to reach the Scru�nizer not later than the close of working hours, i.e. 05:00 PM [17:00 Hours] on Thursday, 19 December 2019. The Physical Postal Ballot Forms received a�er 05:00 PM [17:00 Hours] on Thursday, 19 December 2019 will be treated as 'invalid'.

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The Company, in compliance with the provisions of Sec�on 108 of the Act read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014 and Regula�on 44 of the Lis�ng Regula�ons, is pleased to provide its Members with the addi�onal op�on or facility to exercise their right to vote on all the proposed Special Resolu�on/s set forth in the Postal Ballot No�ce through remote e-vo�ng. The Members may cast their vote using remote e-vo�ng. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e-vo�ng facility. The remote e-vo�ng period commences on Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] and ends on Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours]. The remote e-vo�ng shall be disabled therea�er. The Members desiring to opt for the remote e-vo�ng op�on or facility are requested to read carefully the related notes to the Postal Ballot No�ce and Postal Ballot Form together with remote e-vo�ng instruc�ons given thereunder.

Kindly note that the Members can opt for only one mode of vo�ng i.e. either physical Postal Ballot or remote e- vo�ng. However, in case, a Member cast their vote by physical Postal Ballot as well as remote e-vo�ng, then vo�ng done through valid remote e-vo�ng shall prevail and the vo�ng done by physical Postal Ballot will be treated as invalid.

Upon comple�on of the scru�ny of the physical Postal Ballot Forms and Votes cast through remote e-vo�ng in a fair and transparent manner, the Scru�nizer will submit his report to the Chairman cum Managing Director of the Company or any Person authorized by him. The results of the Postal Ballot will be declared at the Registered Office of the Company on Friday, the 20 December 2019. The date of declara�on of Postal Ballot results will be taken as the date of the passing of the Special Resolu�on/s contained in this No�ce, if approved by the requisite majority.

The result of the Postal Ballot along with Scru�nizer's Consolidated Report will be posted or uploaded on the Company's Website www.mmpil.com and on the Website of CDSL namely www.evo�ngindia.com and also, will be communicated to the SME Pla�orm of Na�onal Stock Exchange of India Limited namely NSE EMERGE, where the Equity Shares of the Company are listed. The results will also be displayed on the No�ce Board at the Registered Office of the Company.

Place: Nagpur

Date: 13 November 2019

By Order of the Board of Directors CS Milind Suryakant Rao Company Secretary ICSI Membership No ACS – 48012

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SPECIAL BUSINESS

SPECIAL RESOLUTION/S FOR POSTAL BALLOT [Pursuant to Sec�on 110 of the Companies Act, 2013]

1. To consider and, if thought fit, to pass the following resolu�on as a Special Resolu�on:-

Increase in the Authorised Share Capital and consequent amendments to Clause V of the Memorandum of Associa�on of the Company

"RESOLVED THAT pursuant to the provisions of Sec�on 13, 61 and all other applicable provisions, if any, of the Companies Act, 2013 ( “the Act” ) read with the rules framed there under [including any statutory modifica�on/s or re-enactment/s thereof for the �me being in force], the consent and approval of the Members of the Company be and is hereby granted for an increase in the Authorised Share Capital of the Company from 20,00,00,000/- ( Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Shares of 10 ( Ten) each to 26,00,00,000/- ( Twenty Six Crore) divided into 2,60,00,000 (Two Crore Sixty Lakh) Equity Shares of 10 ( Ten) each, ranking pari-passu in all respects with that class of exis�ng Equity Shares of the Company.

FURTHER RESOLVED THAT Clause V of the Memorandum of Associa�on of the Company be subs�tuted with the followings:-

• V. The Authorised Share Capital of the Company is 26,00,00,000/- ( Twenty Six Crore) divided into 2,60,00,000 (Two Crore Sixty Lakh) Equity Shares of 10 ( Ten) each, with rights, privileges and condi�ons a�ached thereof as per the relevant provisions contained in this behalf in the Ar�cles of Associa�on of the Company and with power to increase or reduce the capital of the Company and to divide the shares in the capital for the �me being into several classes, being those specified in the Companies Act, 2013.

FURTHER RESOLVED THAT the Board of Directors and/or any Commi�ee thereof, of the Company, be and is hereby authorised to do all such acts, deeds and things as in its absolute discre�on it may think necessary, expedient or desirable; to se�le any ques�on or doubt that may arise in rela�on thereto in order to give effect to the foregoing resolu�on.”

2. To consider and, if thought fit, to pass the following resolu�on as a Special Resolu�on:-

Capitalisa�on of Reserves and Issue of Bonus Equity Shares of the Company

“RESOLVED THAT pursuant to the provisions of Sec�on 63 and all other applicable statutory provisions, if any, of the Companies Act, 2013 ( “the Act” ) read with Rule 14 of the Companies (Share Capital and Debentures) Rules, 2014 (as amended) [including any statutory modifica�on/s or re-enactment/s thereof for the �me being in force] ( “the Rules” ), Securi�es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula�ons, 2018 (“ICDR Regula�ons”) , Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”) , the Foreign Exchange

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Management Act, 1999 (“FEMA”) , other regula�ons, circulars, no�fica�ons, clarifica�ons, guidelines issued from �me to �me by the Securi�es and Exchange Board of India (“SEBI”) , Reserve Bank of India (“RBI”) , SME Pla�orm of Na�onal Stock Exchange of India Limited (“NSE EMERGE”) where the Securi�es [Equity Shares] of the Company are listed and/or Main Board of Na�onal Stock Exchange of India Limited (“NSE”) where the Securi�es [Equity Shares] of the Company are proposed to be listed through migra�on [NSE EMERGE and NSE, each hereina�er referred to as the “Stock Exchange”] or any other regulatory authority or body and in accordance with enabling provisions contained in Ar�cle 213 of the Ar�cles of Associa�on of the Company together with provisions of any other applicable laws, rules, regula�ons, circulars, no�fica�ons, clarifica�ons, guidelines issued by the various authori�es and subject to such consent, approval, permission and sanc�on, as may be necessary from appropriate authori�es, the consent and approval of the Members of the Company be and is hereby granted to authorise the Board of Directors of the Company (hereina�er referred to as “the Board” ) for capitaliza�on of a sum not exceeding 8,46,75,380/- ( Eight Crore Forty Six Lakh Seventy Five Thousand Three Hundred Eighty) from the Surplus of Profit & Loss and/or General Reserves or any other permi�ed Reserves & Surplus as per the latest Audited Financial Statements of the Company, for the purpose of issue and allotment of Bonus Equity Shares of 10 ( Ten) each, distributed and credited as fully paid-up Bonus Equity Shares to the holders of the Equity Shares of the Company, whose names appear in the Register of Members and/or List of Beneficial Owners provided by the Na�onal Securi�es Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as on the 'Record Date' to be determined by the Board of Directors [which expression shall also include a Sub-Commi�ee thereof or any Person authorised by the Board], of the Company, in the propor�on of One (1) Bonus Equity Share of 10/- ( Ten) each, for every Two (2) fully paid-up Equity Shares of 10/- ( Ten) each, held by the Member/s and that the Bonus Equity Shares so distributed shall, for all purposes, be treated as an increase in the Paid-up Share Capital of the Company held by each such Member, and not as an Income by whatever name.

FURTHER RESOLVED THAT the new Equity Shares of 10/- ( Ten) each, to be issued and allo�ed as Bonus Equity Shares shall be subject to the provisions of the Memorandum & Ar�cles of Associa�on of the Company and shall rank pari-passu in all respects and carry the same rights as the exis�ng fully paid Equity Shares of the Company and shall be en�tled to par�cipate in full in any dividend/s and any other corporate ac�ons to be declared a�er the Bonus Equity Shares are allo�ed.

FURTHER RESOLVED THAT no le�er of allotment shall be issued to the allo�ee/s of the new Bonus Equity Shares and the Share Cer�ficate/s in respect of the new Bonus Equity Shares will be issued in the same mode as held on the Record Date and dispatched to the Member/s who hold the exis�ng Equity Shares in physical form and the new Equity Shares will be credited in electronic form to the demat accounts of the Member/s who hold the exis�ng Equity Shares in electronic form, within the period prescribed by law and accordingly, the Company do effect issue, allotment and delivery of the aforesaid 84,67,538 Bonus Equity Shares of 10/( Ten) each, in the capital of the Company, to the respec�ve Member/s and/or beneficiary (demat) account of the Member/s of the Company.

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FURTHER RESOLVED THAT the allotment of the new Bonus Equity Shares to the extent that they relate to NonResident Indians (NRI), Foreign Por�olio Investors (FPI), Persons of Indian Origin (PIO), Overseas Corporate Bodies (OCB) and other Foreign Investors of the Company shall be subject to the approval of the RBI under FEMA, or any other regulatory authority, as may be necessary.

FURTHER RESOLVED THAT the name of the allo�ee/s, as aforesaid, be entered into the Register of Members of the Company.

FURTHER RESOLVED THAT in case of frac�onal shares, if any, arising out of the issue and allotment of the Bonus Equity Shares, the Board be and is hereby authorised to make suitable arrangements to deal with such frac�on/s for the benefit of the eligible Member/s, including but not limited to, allo�ng the total number of new Equity Shares represen�ng such frac�on/s to a person/s to be appointed by the Board of Directors who would hold them in trust for such Member/s and shall, as soon as possible, sell such Equity Shares at the prevailing market rate and the net sale proceeds of such Equity Shares, a�er adjus�ng the cost and the expenses in respect thereof, be distributed among such Member/s who are en�tled to such frac�on/s in the propor�on of their respec�ve frac�onal en�tlements.

FURTHER RESOLVED THAT the consent and approval of the Members of the Company be and is hereby granted to authorise the Board of Directors of the Company, to take necessary steps for lis�ng and trading of such Bonus Equity Shares on the Stock Exchange pursuant to all the applicable provisions of SEBI ICDR Regula�ons, Lis�ng Regula�ons, and/or any other applicable laws, rules, regula�ons, circulars, no�fica�ons, clarifica�ons, guidelines and subject to specific approval of Stock Exchange regarding Issue of Bonus Equity Shares of the Company and Migra�on of Securi�es [Equity Shares] of the Company from NSE EMERGE to NSE Main Board.

FURTHER RESOLVED THAT for the purpose of giving effect to the aforesaid resolu�on, the Board of Directors be and is hereby authorised to do all such acts, deeds, ma�ers and things whatsoever, including se�ling any ques�on, doubt or difficul�es that may arise with regard to or in rela�on to the issue and allotment of the Bonus Equity Shares and to accept on behalf of the Company, any condi�ons, modifica�ons, altera�ons, changes, varia�ons in this regard as prescribed by the statutory authority(ies) and which the Board of Directors in its discre�on thinks fit and proper.”

3. To consider and, if thought fit, to pass the following resolu�on as a Special Resolu�on:-

Migra�on of Specified Securi�es [Equity Shares] of the Company from SME Exchange [NSE EMERGE] to the Main Board of Na�onal Stock Exchange of India Limited [NSE]

“RESOLVED THAT pursuant to the provisions of Regula�on 277, 278, 280 and other applicable Regula�on/s contained in the Securi�es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula�ons, 2018 (“ICDR Regula�ons”), Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“Lis�ng Regula�ons”) , and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the rules framed there under [including any statutory modifica�on/s or re-enactment/s thereof for the �me being in force], and SME Pla�orm of Na�onal Stock

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Exchange of India Limited (“NSE EMERGE”) where the Securi�es [Equity Shares] of the Company are listed and/or Main Board of Na�onal Stock Exchange of India Limited (“NSE”) where the Securi�es [Equity Shares] of the Company are proposed to be listed through migra�on [NSE EMERGE and NSE, each hereina�er referred to as the “Stock Exchange” ] together with provisions of any other applicable laws, rules, regula�ons, circulars, no�fica�ons, clarifica�ons, guidelines issued by the various authori�es and subject to such consent, approval, permission and sanc�on, as may be necessary from appropriate authori�es, the consent and approval of the Members of the Company be and is hereby granted to authorise the Board of Directors of the Company (hereina�er referred to as “the Board” ) [which expression shall also include a sub-commi�ee thereof or any person authorised by the Board], for migra�on of specified securi�es [Equity Shares] of the Company i. e. Lis�ng and Trading for 2,54,02,613 Equity Shares of the Company, from SME Pla�orm of Na�onal Stock Exchange of India Limited namely NSE EMERGE to the Main Board of Na�onal Stock Exchange of India Limited namely NSE, on account of increase in Paid-up Share Capital of the Company beyond 25,00,00,000 ( Twenty Five Crore) through issue and allotment of Bonus Equity Shares to the eligible Member/s of the Company.

FURTHER RESOLVED THAT the consent and approval of the Members of the Company be and is hereby granted to authorise the Board of Directors of the Company, to take necessary steps for lis�ng and trading of en�re Issued, Subscribed and Paid-up Equity Share Capital of the Company on the Stock Exchange by following such procedures specified under all the applicable provisions of SEBI ICDR Regula�ons, Lis�ng Regula�ons, and/or any other applicable laws, rules, regula�ons, circulars, no�fica�ons, clarifica�ons, guidelines and subject to specific approval of Stock Exchange regarding Issue of Bonus Shares and Migra�on of Securi�es [Equity Shares] of the Company from NSE EMERGE to NSE Main Board.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things as in its absolute discre�on it may think necessary, expedient or desirable; to se�le any ques�on or doubt that may arise in rela�on thereto in order to give effect to the foregoing resolu�on."

Place: Nagpur Date: 13 November 2019

By Order of the Board of Directors CS Milind Suryakant Rao Company Secretary ICSI Membership No ACS – 48012

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NOTES:-

1. The Explanatory Statement pursuant to Sec�on 102(1) and 110 of the Act read with Rule 22 of the Companies (Management and Administra�on) Rules, 2014 and Secretarial Standard on General Mee�ngs [SS-2] issued by the ICSI, se�ng out the material facts and reasons for the proposed Special Resolu�on/s are annexed herewith along with Postal Ballot Form for your considera�on.

2. All the document/s referred to in the accompanying Postal Ballot No�ce and Explanatory Statement thereto, are open for inspec�on by the Members, at the Registered Office of the Company during office hours i. e. between 11:00 AM [11:00 Hours] to 01:00 PM [13:00 Hours] on all working days from the date of the Postal Ballot No�ce �ll the last date fixed for receipt of votes by physical Postal Ballot and/or remote e-vo�ng.

3. The business set out in the Postal Ballot No�ce also be transacted through electronic vo�ng system and the Company is providing addi�onal op�on or facility for vo�ng by electronic means (remote e-vo�ng), the instruc�ons for remote e-vo�ng are annexed and forms part of this No�ce.

4. Pursuant to the provisions of Sec�on 108 of the Act read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014 and Regula�on 44 of the Lis�ng Regula�ons, the Company is providing to its Members facility to exercise their right to vote on all the proposed Special Resolu�on/s set forth in the Postal Ballot No�ce by remote e-vo�ng. The Members may cast their vote using remote e-vo�ng.

5. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e-vo�ng facility. The remote e-vo�ng period commences on Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] and ends on Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours]. The remote e-vo�ng shall be disabled therea�er.

6. The vo�ng rights shall be reckoned in propor�on to a Member's Share of the Paid-up Share Capital of the Company as on the Cut-off (Record) Date i. e. Wednesday, the 13 November 2019 for Physical Postal Ballot and remote e-vo�ng. A Member cannot exercise his / her / their vote by Proxy on Postal Ballot. A recipient of Postal Ballot No�ce who is not a Member on the Cut-off (Record) Date should treat this No�ce for informa�on purpose only.

7. A Postal Ballot Form and a self-addressed postage pre-paid Business Reply Envelope are a�ached and enclosed to this Postal Ballot No�ce. The self-addressed postage pre-paid Business Reply Envelope bear the address of the Scru�niser to whom duly completed Postal Ballot Form is to be sent.

8. The Members who opt to vote by Postal Ballot Form shall ensure that the Postal Ballot Form duly completed in all respects in the enclosed self-addressed postage pre-paid Business Reply Envelope should be returned so as to reach the Scru�nizer not later than the close of working hours, i.e. 05:00 PM [17:00 Hours] on Thursday, 19 December 2019. The Physical Postal Ballot Forms received a�er 05:00 PM [17:00 Hours] on Thursday, 19 December 2019 will be treated as 'Invalid' and accordingly, be rejected. The duly completed Postal Ballot Form should reach the Scru�nizer namely Messers Mukesh Parakh & Associates, Company Secretaries, C/o. MMP Industries Limited, Corporate Office at B-24, Hingna MIDC Industrial Area, Hingna Road, Hingna – Nagpur – 440016, MH, IN.

9. Any Member who has not received the Postal Ballot Form or is desirous of obtaining an addi�onal physical Postal Ballot Form, may write to the Company Secretary of the Company for obtaining a duplicate or addi�onal Postal Ballot Form. The Company shall forward the same along with self-addressed postage prepaid Business Reply Envelope to the said Member.

10. The Member/s can opt only one mode for vo�ng i.e., either by remote e-vo�ng or physical Postal Ballot. However, in case, a Member cast his / her / their vote both via remote e-vo�ng and through physical Postal

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Ballot, then valid vo�ng done through remote e-vo�ng shall prevail and the votes cast through physical Postal Ballot shall be considered invalid. Once the vote on a resolu�on is cast by a Member electronically, the Member shall not be allowed to change it subsequently.

1. The Board of Directors of the Company has appointed CS Mukesh Dulichandji Parakh, Proprietor of Messers Mukesh Parakh & Associates, Company Secretaries, Nagpur, [ICSI Membership No. FCS - 4343 & Cer�ficate of Prac�ce No. 13693], as the Scru�nizer to scru�nize the vo�ng process in a fair and transparent manner.

2. The Board of Directors has also appointed CS Milind Suryakant Rao, Company Secretary of the Company as the person responsible for the Physical Postal Ballot and remote e-vo�ng process for and on behalf of the Company.

3. The Scru�nizer will prepare a Scru�nizer's Consolidated Report of the total votes cast in favour or against, if any. The Scru�nizer will submit his final Consolidated Report to the Chairman cum Managing Director of the Company or any Person authorized by him in wri�ng on Friday, the 20 December 2019 and declare the result of the vo�ng forthwith.

4. The proposed Special Resolu�on/s, if passed by the requisite majority, shall be deemed to have been passed on Thursday, the 19 December 2019 i.e. the last date specified either for receipt of duly completed physical Postal Ballot Forms or for exercising vo�ng rights through remote e-vo�ng. The proposed Special Resolu�on/s passed by the Members through physical Postal Ballot and remote e-vo�ng are deemed to have been passed effec�vely at a General Mee�ng.

5. The result of the Postal Ballot along with Scru�nizer's Consolidated Report will be posted or uploaded on the Company's Website www.mmpil.com and on the Website of CDSL namely www.evo�ngindia.com and also, will be communicated to the SME Pla�orm of Na�onal Stock Exchange of India Limited namely NSE EMERGE, where the Equity Shares of the Company are listed. The results will also be displayed on the No�ce Board at the Registered Office of the Company.

6. The physical copy of the Postal Ballot No�ce, Postal Ballot Form along with self-addressed postage pre-paid Business Reply Envelope is being sent to all the Members, whose names appear as the Beneficial Owner/s holding Equity Shares in electronic mode as per details furnished by the Depositories namely Na�onal Securi�es Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and also, as the Member/s holding Equity Shares in physical mode, in the Register of Members of the Company as on the close of the business hours on Wednesday, the 13 November 2019 by permi�ed mode namely Speed Post services of India Post. Addi�onally, the Postal Ballot No�ce and Postal Ballot Form is being sent by e-mail to all those Member/s who have registered their e-mail addresses for receipt of documents in electronic form with their Depository Par�cipants (in case of electronic shareholding) and the Company or the Registrar & Share Transfer Agent (in case of physical shareholding). The Postal Ballot No�ce is also being uploaded on the Company's Website namely www.mmpil.com and of CDSL namely www.evo�ngindia.com.

7. On comple�on of dispatch of the Physical Postal Ballot No�ce together with Postal Ballot Form, an adver�sement will be published at least once in a vernacular newspaper [Marathi] in the principal vernacular language [Marathi] of the district in which the Registered Office of the Company is situated, and having a wide circula�on in that district, and at least once in English language in an English newspaper having a wide circula�on in that district, about having dispatched the Physical Postal Ballot papers and specifying therein, inter-alia, the ma�ers prescribed under Rule 22 of the Companies (Management and Administra�on) Rules, 2014.

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18. INSTRUCTIONS FOR e-VOTING

In compliance with the provisions of Sec�on 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014 and Regula�on 44 of the SEBI (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, (as amended), the Company is pleased to provide or offer its Members addi�onal op�on or facility to exercise their right to vote on all the proposed Special Resolu�on/s set forth in the Postal Ballot No�ce by remote e-vo�ng and accordingly, the business may be transacted through remote e-vo�ng services provided by the Central Depository Services (India) Limited (CDSL). The instruc�ons to the Members for remote e-vo�ng are as under:-

• (i) The remote e-vo�ng period commences on Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] and ends on Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours]. During this period, a Member of the Company, holding Equity Shares either in physical form or in dematerialized form, as on the Cut-off (Record) Date i. e. Wednesday, the 13 November 2019 may cast their vote electronically. The e-vo�ng module shall be disabled by CDSL for vo�ng therea�er.

• (ii) The shareholders should log on to the e-vo�ng website www.evo�ngindia.com.

• (iii) Click on “Shareholders” Tab.

• (iv) 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) The Members holding Equity Shares in Physical Form should enter Folio Number registered with the Company.

• (v) Next enter the Image Verifica�on as displayed and Click on Login.

• (vi) If you are holding Equity Shares in demat form and had logged on to www.evo�ngindia.com and voted on an earlier vo�ng of any Company, then your exis�ng password is to be used.

• (vii) If you are a first �me user follow the steps given below:-

For Shareholders (Members) holding shares in Demat Form and Physical Form

PAN  Enter your 10 digit alpha-numeric PAN issued by Income Tax Department [Applicable for Shareholders (Members) holding shares in demat as well as physical form].  The Shareholders (Members) who have not updated their PAN with the Company or Depository Par�cipant are requested to use the first two le�ers of their name and the last 8 digits of the sequence number (refer serial no. printed on the name and address s�cker or postal ballot form or e-mail) in the PAN field.  In case the sequence number is less than 8 digits enter the applicable number of 0's before the number a�er the first two characters of the name in CAPITAL le�ers. Eg. If your name is Ramesh Kumar with serial number 1 then enter RA00000001 in the PAN field. DOB Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd/mm/yyyy format. Dividend Enter the Dividend Bank Details as recorded in your demat account or in the Company Bank records for the said demat account or folio. Details

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• (viii) A�er entering these details appropriately, click on “SUBMIT” tab.

• (ix) The Members holding Equity Shares in physical form will then directly reach the Company selec�on screen. However, the Members holding Equity Shares in demat form will now reach 'Password Crea�on' 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 vo�ng for resolu�ons of any other Company on which they are eligible to vote, provided that the Company opts for e-vo�ng through CDSL pla�orm. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden�al.

• (x) For the Members holding Equity Shares in physical form, the details can be used only for e-vo�ng on the resolu�ons contained in this No�ce.

• (xi) Click on the EVSN for MMP Industries Limited on which you choose to vote.

• (xii) On the vo�ng page, you will see “RESOLUTION DESCRIPTION” and against the same, the op�on “YES / NO” for vo�ng. Select the op�on YES or NO as desired. The op�on YES implies that you assent to the Resolu�on and op�on NO implies that you dissent to the Resolu�on.

• (xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the en�re Resolu�on details.

• (xiv) A�er selec�ng the resolu�on you have decided to vote on, click on “SUBMIT”. A confirma�on 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.

• (xv) Once you “CONFIRM” your vote on the resolu�on, you will not be allowed to modify your vote.

• (xvi) You can also take a print of the votes cast by clicking on “Click here to print” op�on on the Vo�ng page.

• (xvii) If a demat account holder has forgo�en the login password then Enter the User ID and the image verifica�on code and click on Forgot Password & enter the details as prompted by the system.

• (xviii) The Shareholders (Members) can also cast their vote using CDSL's mobile app m-Vo�ng. The m-Vo�ng app can be downloaded on Apple (i-Phone), Android and Window based mobile phones. Please follow the instruc�ons as prompted by the mobile app while vo�ng on your mobile.

• (xix) Note for Non–Individual Shareholders and Custodians:-

• (i) Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on to www.evo�ngindia.com and register themselves as Corporates.

• (ii) A scanned copy of the Registra�on Form bearing the stamp and sign of the en�ty should be emailed to helpdesk.evo�ng@cdslindia.com.

• (iii) A�er 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.

• (iv) The list of accounts linked in the login should be mailed to helpdesk.evo�ng@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• (v) A scanned copy of the Board Resolu�on and Power of A�orney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scru�nizer to verify the same.

• (xx) In case you have any queries or issues regarding e-vo�ng, you may refer the Frequently Asked Ques�ons (“FAQs”) and e-vo�ng manual available at www.evo�ngindia.com, under help sec�on or write an email to helpdesk.evo�ng@cdslindia.com or Call at Toll Free No. 1800 22 5533.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013

RESOLUTION NO. 1 AND 2

The Company – MMP Industries Limited [formerly known as (i) 'Semi Conductor Packages Private Limited' (ii) 'Maharashtra Metal Powders Private Limited' and (iii) 'Maharashtra Metal Powders Limited'] (hereina�er referred to as 'the Company') was originally incorporated and registered under the Companies Act, 1956 as a Private Limited Company, Limited by Shares, [Category – Private Limited Company, Limited by Shares and SubCategory – Indian Non-Government Company] bearing the Corporate Iden�fica�on No. (CIN) L 32300 MH 1973 PLC 030813 Dated 8 October 1973 with the Office of the Registrar of Companies in the State of Rajasthan at Jaipur.

The Company has changed its status from Private to Public Limited Company and subsequently to a Listed – Public Limited Company, Name presently to MMP Industries Limited and situa�on of its registered office presently to 211, Shri Mohini, 345, Kingsway, Nagpur – 440001, MH, IN, falling within the jurisdic�on of Office of the Registrar of Companies in the State of Maharashtra at Mumbai, a�er due compliance of the provisions of the Companies Act, 1956 [to the extent applicable], and the Companies Act, 2013 read with the rules made there under.

The Authorised Share Capital of the Company presently stands at 20,00,00,000/- ( Twenty Crores) divided into 2,00,00,000 (Two Crore) Equity Shares of 10 ( Ten) each.

The Company, through its Maiden Ini�al Public Offering (IPO), has raised a sum of 84.60 Crore, by issue and allotment of 45 Lakh Equity Shares of Face Value of 10/- each, at a Premium of ` 178/- per Equity Share, in the Capital of the Company, in terms of Prospectus Dated 5 April 2018, and got approval for Lis�ng and Trading of Equity Shares, of the Company on the SME Pla�orm of Na�onal Stock Exchange of India Limited namely NSE EMERGE, effec�ve 12 April 2018.

Keeping in view the prevailing business scenario, future business plans, vision and mission of the Company, and specifically, to reward its Shareholders (Members), who is standing and associated with the Company, assuming responsibili�es of true partnership, the Board at its mee�ng held on Wednesday, the 13 November 2019, considered, approved and recommended, the issue and offer of a Bonus Equity Share in the ra�o of 1:2 i.e. One Bonus Equity Share for every Two Equity Shares held in the Issued, Subscribed and Paid-up Share Capital of the Company, by the Members as on Record Date to be herea�er fixed by the Board (which expression shall also include a Sub-Commi�ee thereof or any Person authorized by the Board) by capitalizing the surplus of profits or permissible reserves of the Company, subject to requisite approval/s in this regards.

To accommodate the increase or addi�on to the Issued, Subscribed & Paid-up Share Capital of the Company, resul�ng on account of any such decision based on the prevailing business scenario, future business plans, vision and mission of the Company, it is necessary to increase the exis�ng Authorised Share Capital of the Company from 20,00,00,000/- ( Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity Shares of 10/- ( Ten) each to 26,00,00,000/- ( Twenty Six Crores) divided into 2,60,00,000 (Two Crore Sixty Lakh) Equity Shares of 10/( Ten) each.

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Accordingly, it is also proposed to increase the authorised share capital to 26,00,00,000/- ( Twenty Six Crores) divided into 2,60,00,000 (Two Crores Sixty Lakh) Equity Shares of 10 ( Ten) each by crea�on of addi�onal 60,00,000 (Sixty Lakh) Equity Shares of 10 ( Ten) each. The increase in authorised share capital as aforesaid would require consequen�al amendments to the exis�ng Clause V of the Memorandum of Associa�on of the Company.

The increase in Authorised Share Capital & consequent amendments to Clause V of the Memorandum of Associa�on of the Company and Capitalisa�on of Reserves & Issue of Bonus Equity Shares of the Company requires approval of the Members of the Company by way of Special Resolu�on pursuant to the provisions of Sec�on 13, 61 and 63 of the Companies Act, 2013 read with the rules made there under, apart from any other applicable statutory and regulatory approvals.

In case of frac�onal en�tlements (shares), if any, arising out of the issue and allotment of Bonus Equity Shares, the Board will make suitable arrangements to deal with such frac�ons for the benefit of the eligible Member/s, including but not limited to, aggrega�ng of such frac�ons and allo�ng the total number of new Bonus Equity Shares represen�ng such frac�ons to a person/s to be appointed by the Board who would hold them in trust for such Member/s and shall, as soon as possible, sell such Equity Shares at the prevailing market rate and the net sale proceeds of such Equity Shares, a�er adjus�ng the cost and the expenses in respect thereof, be distributed among such Member/s, who are en�tled to such frac�on/s in the propor�on of their respec�ve frac�onal en�tlements (shares).

None of the Director/s, Key Managerial Personnel or their rela�ves, are in any way, concerned or interested, financially or otherwise, in the Special Resolu�on Nos. 1 and 2 of this No�ce, Except to the extent of Issue and Offer of Bonus Equity Shares against their exis�ng Shareholding, if any, in the Capital of the Company and/or to the extent of the Shareholding of the companies and/or other en��es of which they are Directors or Members.

Accordingly, the Board of Directors of the Company recommends the Special Resolu�on Nos. 1 and 2 as proposed and set out in the accompanying No�ce for approval of the Shareholders (Members) in the interest of the Company through Postal Ballot and remote e-vo�ng.

RESOLUTION NO. 3

The Company, through its Maiden Ini�al Public Offering (IPO), has raised a sum of 84.60 Crore, by issue and allotment of 45 Lakh Equity Shares of Face Value of 10/- each, at a Premium of ` 178/- per Equity Share, in the Capital of the Company, in terms of Prospectus Dated 5 April 2018, and got approval for Lis�ng and Trading of Equity Shares, of the Company on the SME Pla�orm of Na�onal Stock Exchange of India Limited namely NSE EMERGE, effec�ve 12 April 2018.

On approval of aforesaid Special Resolu�on Nos. 1 and 2, the Issued, Subscribed and Paid-up Share Capital of the Company shall stand increased from 16,93,50,750/- ( Sixteen Crore Ninety Three Lakh Fi�y Thousand Seven Hundred Fi�y) divided into 1,69,35,075 (One Crore Sixty Nine Lakh Thirty Five Thousand & Seventy Five) Equity Shares of 10/- ( Ten) each to 25,40,26,130/- ( Twenty Five Crore Forty Lakh Twenty Six Thousand One

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Hundred Thirty) divided into 2,54,02,613 (Two Crore Fi�y Four Lakh Two Thousand Six Hundred Thirteen) Equity Shares of 10/- ( Ten) each.

In case, the Issued, Subscribed and Paid-up Share Capital of the Company likely to exceeds beyond 25,00,00,000/- ( Twenty Five Crore), the Issuer Company shall migrate its specified securi�es (Equity Shares) listed and traded on a SME Exchange [NSE EMERGE] to the Main Board [NSE] and seek lis�ng and trading of the specified securi�es (Equity Shares) on the Main Board [NSE], subject to fulfilment of the eligibility criteria and compliance of requisite approval/s pursuant to the Regula�on 277, 278 and 280(2) of the SEBI (Issue of Capital and Disclosure Requirements) Regula�on, 2018 (as amended).

The Board of Directors believes and of the firm opinion that, the Migra�on of specified securi�es (Equity Shares) of the Company, from SME Exchange [NSE EMERGE] to the Main Board [NSE], will, amongst others, provides number of advantage/s like enhanced liquidity, be�er realiza�on, brand image and value, etc. to all the Stakeholders including the Shareholders (Members) of the Company and prospec�ve Investors at large.

The Migra�on of specified securi�es [Equity Shares] of the Company, from SME Exchange [NSE EMERGE] to the Main Board [NSE], is also subject to approval of the Members, by way of passing a Special Resolu�on, through Postal Ballot.

None of the Director/s, Key Managerial Personnel or their rela�ves, are in any way concerned or interested, financially or otherwise, in the Special Resolu�on No. 3 of this No�ce, Except to the extent of their exis�ng Shareholding, if any, in the Capital of the Company and/or to the extent of the Shareholding of the companies and/or other en��es of which they are Directors or Members.

Accordingly, the Board of Directors of the Company recommends the Special Resolu�on as proposed and set out in the accompanying No�ce for approval of the Public Shareholders (Members) in the interest of the Company through Postal Ballot and remote e-vo�ng.

The said Special Resolu�on shall be acted upon if and only if the votes cast by the Public Shareholders (Members) [Shareholders (Members) other than Promoters] in favour of the proposal amount to at least two �mes the number of votes cast by the Public Shareholders (Members) [Shareholders (Members) other than Promoters] against the proposal.

By Order of the Board of Directors

Place: Nagpur

Date: 13 November 2019

CS Milind Suryakant Rao Company Secretary ICSI Membership No ACS – 48012

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==> picture [98 x 98] intentionally omitted <==

MMP INDUSTRIES LIMITED

Corporate Identification Number (CIN) – L 32300 MH 1973 PLC 030813 REGISTERED OFFICE : 211, SHRI MOHINI, 345, KINGSWAY, NAGPUR – 440001, MH, IN Tel No.: +91 712 2 533 585 / 2 524 645, Fax No.: +91 712 2 530 461 e - M a i l : c o m p a n y s e c r e t a r y @ m m p i l . c o m , W e b s i t e : w w w. m m p i l . c o m

POSTAL BALLOT FORM

(To be returned to the Scru�niser appointed by the Company)

Sr. No.	Par�culars	Details
1.	Name and Registered Address of Sole or First Named Shareholder (Member)
2.	Name of Joint Holder/s, if any
3.	Registered Folio No. OR DP & Client ID [Applicable to the Members holding Equity Shares in Dematerialised form]
4.	No. of Equity Shares Held

I / We hereby exercise my / our vote in respect of the resolu�on to be passed through Postal Ballot for the business stated in the Postal Ballot No�ce of the Company of Wednesday, the 13 November 2019 by conveying my / our assent or dissent to the said Special Business by placing the �ck (�) mark at the appropriate box below:

Sr. No.	Descrip�on of Resolu�on	Descrip�on of Resolu�on	No. of Equity Shares	I / We Assent to the Special Resolu�on(FOR)	I / We Dissent to the Special Resolu�on (AGANIST)
1.	Increase in the Authorised Share Capital and Consequent Amendments to Clause V of the Memorandum of Associa�on of the Company.
2.	Capitalisa�on of Reserves and Issue of Bonus EquityShares of the Company
3.	Migra�on of Specifed Securi�es [Equity Shares] of the Company from SME Exchange [NSE EMERGE] to the Main Board of Na�onal Stock Exchange of India Limited [NSE]
Place: ___ Date: __ (Signature of the Shareholder (Member) _____ ELECTRONIC VOTING PARTICULARS
EVEN(e-Vo�ng Event Number)		USER ID		PASSWORD/ PIN

NOTE:– Please read the instruc�ons printed overleaf carefully before exercising your vote. VOTING BY ELECTRONIC MEANS – REMOTE e-VOTING - The Members desiring to exercise their vote by electronic means i. e. remote e-vo�ng, instead of vo�ng through physical Postal Ballot, may access the remote e-vo�ng facility through the web link www.evo�ngindia.com

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IMPORTANT INSTRUCTIONS

1. The Vo�ng rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the Member/s as on the Cut-off (Record) Date i.e. Wednesday, the 13 November 2019 . A person who is not a Member on the relevant date should treat this no�ce for informa�on purpose only.

2. The vo�ng rights for Equity Shares are One Vote per Equity Share, registered in the name of the Member/s. The vo�ng period shall be from Wednesday, the 20 November 2019 at 09:00 AM [09:00 Hours] and ends on Thursday, the 19 December 2019 at 05:00 PM [17:00 Hours] .

3. The Postal Ballot Form should be completed and signed by the Member (as per the specimen signature registered with the Company). Vo�ng rights in a Postal Ballot cannot be exercised by a Proxy. In case of joint holding, this Form should be completed and signed (as per the specimen signature registered with the Company) by the first named Member and in his/her absence, by the next named Member. In case of Equity Shares held by companies, trusts, socie�es etc. the duly completed Postal Ballot Form should be accompanied by a cer�fied true copy of Board resolu�on / authority le�er.

4. The Consent must be accorded by placing a �ck mark in the column, I/We assent to the Resolu�on', or dissent must be accorded by placing a �ck mark in the column,I/We dissent to the Resolu�on'. Form bearing �ck mark in both the columns will be treated as invalid.

5. A Member desiring to exercise vote by Physical Postal Ballot may complete this Postal Ballot Form (no other form or photocopy thereof is permi�ed) and send it to the Scru�nizer namely 'Messers Mukesh Parakh & Associates, Company Secretaries', in the a�ached self-addressed postage pre-paid Business Reply Envelope. The Business Reply Envelope bears the name of the Scru�nizer appointed by the Board of Directors of the Company and the address to which the same needs to be dispatched. Postage will be borne and paid by the Company. However, envelopes containing Postal Ballot Form/s, if sent by courier, registered or speed post at the expense of the Member will also be accepted.

6. The duly completed Postal Ballot Form should reach the Scru�nizer not later than by 05:00 PM [17:00 Hours] on Thursday, the 19 December 2019 . Postal Ballot Form received a�er specified �me and date will be strictly treated as if reply from such Member has not been received. The Member/s are requested to send the duly completed Postal Ballot Form well before the last date providing sufficient �me for the postal transit.

7. Alterna�vely, a Member may vote through electronic means (remote e-vo�ng), an addi�onal op�on or facility provided by the Company. The detailed procedure for remote e-vo�ng is enumerated in the Notes to the Postal Ballot No�ce.

8. The Members can opt only one mode of vo�ng i.e. either by physical Postal Ballot or remote e-vo�ng. In case, the Member cast their vote both by physical Postal Ballot and remote e-Vo�ng, the valid vo�ng done through remote e-vo�ng shall prevail and vo�ng done by physical Postal Ballot will be treated as invalid.

9. A Member may request for a duplicate Postal Ballot Form by wri�ng to the Company Secretary of the Company.

10. The Member/s are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed selfaddressed postage pre-paid Business Reply Envelope as all such envelopes will be sent to the Scru�nizer and any extraneous paper found in such envelopes, would be destroyed by the Scru�nizer and the Company would not be able to act on the same.

11. The Scru�nizer's decision on the validity of the Postal Ballot Form shall be final.

12. The results of the Postal Ballot will be announced on Friday, the 20 December 2019 . The proposed, Special Resolu�on/s, if passed by the requisite majority, shall be deemed to have been passed on the last date for vo�ng i.e., Thursday, the 19 December 2019. The said results will be displayed on the No�ce Board at the Registered Office of the Company, and also, will be in�mated to SME Pla�orm of Na�onal Stock Exchange of India Limited namely NSE EMERGE, where the Equity Shares of the Company are listed. Addi�onally, the results will also be uploaded or posted on the website of Central Depository Services (India) Limited (CDSL) www.evo�ngindia.com and on the Company's website www.mmpil.com.

13. Any query in rela�on to the Special Resolu�on/s proposed to be passed by Postal Ballot may be sent to the Company Secretary of the Company at its Registered Office at 211, Shri Mohini, 345, Kingsway, Nagpur – 440001, MH, IN, or through e-Mail to companysecretary@mmpil.com.



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