Multiplus Holdings Ltd. — AGM Information 2020

Nov 18, 2020

B-101 , Bhaveshwar Plaza , L. B. S . Marg , Ghatkapa r (W), Mumbai - 400086 . • Tel. : 022-25005046

NOTIC E

Notice is hereby given that the 381ft Annual General Meeting of MU LTIPLUS HOLDINGS L1MJTED will be held on 17" December , Thursday, 2020 . , 03:00 p.m. at the Registered Office of the Company situated at 101, B Wing, Bhaveshwllf Plaza, L B S Marg, Gholkopar (W) • Mumbai - 400 086, the registered office of me Company to transact the following business:

ORDINARY BUSINESS:

• I. To receive, consider and adopt the Audited Balance Sheet as at 3 ' March, 2020, the Profit and Loss Account of the Company for the year ended on that date and the reports afthe Directors' and Auditor's thereon.
• 1. To consider appointment of Jayprakash Ramnikla l Sheth (DIN-02037 108). who retires by rotation and being eligible offers himself for re-appointment
• 1. To declare dividend of Rs.02 per share for the Financial Year ended March 31 , 2020.

SPECIALBUSINESS:

4 To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Specia l Resolution:

RESOLVED THAT pursuant to the provisions of Section 186 and other applicable provisions. if any. of the Companies Act, 2013, read with the Companies (Meeting of Board and its Powers) Rules. 2014 including any statutory modification(s) or re-enactmcnI(s) thereof, approval of the members of the Company, be and is hereby accorded to the Board of Directors (hereinafter referred as 'Board' which tenn shall include a Comminee thereof authorized for the purpose) of the Company to (a) grant/give loans, from time to time, 011 such terms and conditions as it may deem expedien,. to any person or bodies corpora'e; (b) provide guarantee / security to secllre any loan / obligations of any other person or bod ies corporate; and (c) acqUIre by way of subscription. purchase or otherwise the securities of any other bodies corpomtc, in excess of limits prescribed under Section 186 of the Companies Act, 2013 by an aggregate sum of upto Rs. 50 Crores (Rupees Fifty Crores only), notwithstanding that the aggregate ofloans and investments so far made and/or guarantees so far issued to entities other than wholly owned subsidiaries of the Company, along with the iDvestmems, loans, guarantee or security proposed 10 be made or given by the Board may exceed limits prescribed under Section 186 of the Companies Act, 2013.

" RESOLVED FURTIIER Til-\, T for the purpose of giving effect to Ulis resolution, the Board or Committee thereof be and is hereby authorized to take such steps 8S may be necessary for obtaining approvals. in relation to lhe above and to setde all matters arising out of and inddenlal thereto, and to sign and to execute deeds, apphcanons, documents and writings that may be required, on behalf of the Company aJld generally to do all such acts, deeds, matters and things as may be necessary, proper. expedient or incidental for giving effect to this resolution."

Dated : 18i11n020 Place: Mumbai

BY ORDER O F T HE BOARD SdI-J IGNESH R. SHETH MANAGING DIRECTOR

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B-1 01, Bhaveshwar Plaza, L. B. S. Marg, Ghatkopar (W), Mumbai - 400086 . • Tel.: 022-2500 5046 NOTFS

• I. In view afme massive outbreak of the COVlO-19 pandemic, social distancing has to be a pre-requisite. The Ministry of Corporate Affairs (" MeA") has vide its circular daled 5" May 2020 read with circulars dated 8" April 2020 and 13" April 2020 ("MeA Circulars") and Securities and Exchange Board of India vide its circular dated 12" May 2020 ("SEBI Circular"), permitted the balding of the Annual General Meeting ("AGM") througb VC I OA VM, without the physical presence of dIe Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Llstmg Regulations") and MCA Circulars, the AGM of the Company will be held through VC I OAVM. Hencc. Members can attend aod participate in the AGM through VelDA VM only. The deemed venue for the 38th Annual General Meeting of the
• 1. Pursuant LO lhe provisions oflhe Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy [0 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 MeA Circulars through VC/OA VM, physical attendance of Members has been dispensed with. Accordingly. the facility for appoinnnenl 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.

Company shall be the Registered Omce of dIe Compaoy.

• 1. The Register of Members and Share Transfer Books of the Company will remain closed from Thursday. 101.11 December, 2020 to 17th December 2020. Thrusday ,(both days inclusive).
• 1. DIVIDEND: The dividend on equity shares for the year ended 31 \$ March 2020,as recommended by the Board of Directors, if approved at the AGM , would be paid I dispatched subject to deduction of tax at source on due dale (i) to aU Beneficial O"'llefS in respect of shares held in dematerialized ronn as per the data as may be mado available by the National Securities Depository Limited ("NSDL") and lhe Centml Deposito!)' Services (India) Limited ("CDSL" ), as of Ule close of business hours on \Vednesday, 9th December, 2020 and (ii) To all Members in respect of shares held in physical fonn after giving effect to valid transfer, transmission or transposition r~uests lodged with the Company as of the close of business hours on Wednesday, 9th Decc.mber,.2020
• 1. TDS ON DIVIDEND: Pursuant to the changes introduced by the Finance Act 2020, w.c.E April 1, 2020, the Company would be requ ired to deduct tax at source (TOS) at the prescribed rates on the dividend paid to its shareholders. TIle TDS rate would vary depending on Ule residential status of the shareholder and the documents submitted by them and accepted by the Company. Accordi ngly. the above referred Final Dividend will be paid after deducting the IDS.
• 1. In case the dividend declared at AGM could not be paid due to non-availability of Ole details of the bank account. the company shaH dispatcb the dividend warrant cheque to such shareholder by post upon nonnalizalion of the postal services.

• 8-101 . 8haveshwar Plaza. L. 8. S. Marg. Ghatkopar (W). Mumbai - 400086 . • Tel. : 022-25005046

• 1. Members are requested (0 note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("lEPP'). The shares in respect of such W1claimed djvidends are aJso liable to be transferred to the demat account of the IEPF Authority. In view of this. Members are requested (Q approach the Company or ils RTA 10 claim their dividends, within the stipulated timeline.
• 1. SEBI vide its Circular No. SEBIIHOIMIRSDIDOPII CIRlP12018n3 dated 20" April 2018 has mandated that for making dividend payments, companies whose securities are listed on the stock excbanges shall use electronic clearing services, direct credit, real lime gross settlement, national electronic funds transfer etc. The Company and its Registrar Bnd Sbare Transfer Agent ("RTA") are required to seek relevant bank details of shareholders from depositories! investors for making payment of dividends in electronic mode. Further. pursuant to recent MeA General Circular 20n020 dated 5th May 2020 Companies are directed to credit the dividend of the sharebolders directly to the bank accounts orthe shareholders using Electronic Clearing Service. Accordingly. Members are requested to provide or update (as the case may be) their bank details with the respective depository participant ror the shares held in dematerialized fann and with the RTA in respect of shares held in physical fonn .
• 1. In compliance With the aforesaid MeA Circulars and SEBI Circular, Nonce of the AGM inter-alia. indicating the process and manner of voting through electronic means along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose <--mail addresses are registered wiUt Ute Company I Depositories. Members may note [hal the Notice and Annual Repon 2019-20 will also be available on the Company's website i e. hltJ1s;/Iwww.mllllipl!!5llQldill.gs.cQm/. websites of the Stock Exchanges i.e. SSE Limited at https:llwww.bseindia.com and respectively, and on the website ofNSDL i.e. https:ll www.evoting.nsdl.com.
• 1. In case of Joim holders, the Member whose name appears as tbe first holder in tbe order of names as per the Register of Members of the Company will be entitled to vote at Ule AGM.
• I I. Members anending the AGM through VC I OAVM ,hall be counted for Ute purpose of reckoning the quorum under Section 103 of the Act.
• 1. Members may note that the Vc/OAVM Facility. provided by NSDL, allows parricipation of atleast 1.000 Member,; on a first-<;ome-first-served pasis. The large shareholders (i.e. shareholders boldi.ng 2% or more shareholding), promoters, instilUl'ional inves(ors, direcrors, key managerial personnel. the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. call attend the AGM without any restrictIOn on account offirst-comc first-served principle.
• 1. TIle relevant Ex.planatory Statement pursuant to Section 102 of the Compalll6S Act, 2013 setting out material facts concerning the business wldcr Item No. 4 ofthe Notice,

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B-101 , Bhaveshwar PlaH ' L. B. -B; MafSi Gh tkQ fiar Iv;:!' Mu:rbai - 480086 ..• Tt l.: ~- ^~5046 15 annexe Jerela e re ant J Im _ aqlnre IIDrier eg"lahoo 6(,'r n S B

(Usting Obligations and Disclosure Requirements) Regulations, 2015 .

• 1. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act. the Register o[Contracts or Arrangements in which the directors are interested, maintained under Section 189 of UIC Act, and the relevant documents referred to in the Notice will be available electronically for inspection by the members during the AGM. AlJ documents referred to in the Notice will also be available electronically for inspection without any fee by the members from the dale of circulation of this Notice up to the dale of AGM.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Pennanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic fonn are, therefore, requested to submit their PAN to their Depository Participants (DPs) with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to RT NCompany .
• 1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized fonn with effect from I" April 2019, except in case of request received for tmnsmission or transposition of securities. In view oitrus and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form arc requested to consider converting their holdings to dematerialized fonn. Members can contact the Company or register and share transfer agent for assistance in this regard.
• 1. A person who is not. Member as on tile cut-off date should lI"at this Notice for infonnation purposes only.
• 1. Since Ihe AGM will be held through VC I OA VM, tbe Route Map is not annexed with Notice.

19. INSTRUCTIONS FOR VOTING THROUGH ELECTRONIC MEANS (E-VOTING) AND OTHER INSTRUCTIONS RELATING THERETO ARE AS UNDER:

• I. In compliance with the provisions of Section 108 of the Compailles Act. 2013 read with the Companies (Management and Administration) Rules. 2014 and Regulation 44 of the Listing Regulations, the Company is pleased to provide to its Members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means.
• ¹¹ . The Company has engaged the services of NSDL as the Agency to provide remote e-voling facility lind e-Voling during the AGM.
• III Mrs. Shubham Agarwal Goyal, Practicing Company Secretary (Membership No. FCS 8192, COP 10640) has been appointed as the Scrutinizer to scrutinize the e-Voting during the AGM and remote e-Voting in a fair and transparem manner.

. B·1 01 , Bhaveshwar Plaza, L. B. S. Marg, Ghatkopar (W), Mumbai · 400086 . • Tel.: 022-2500 5046

• IV. The Results of voting will be declared within 48 hOllrs from the conclusion of the AGM. The declared Results. along with the Scrutinizer's Report will be submitted with the Stock Excbanges where the Company's equity shares are listed (SSE Limited) and shall also be displayed on the Company's website Imps;! hnps:llwwwlOuitjplusholdings.colll and NSDL's website hUps:!1 www.evoting.nsdl.com.
• V. Voting rights of the Members for voting through remOle e--Voting and voting during the AGM shaD be in proportion to shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, 11th December. 2020. A person, whose name IS recorded in the Register of Members or in the Register of Beneficial owners (as al the end of the business hours) maintained by the depositories as on the cut-off date shall only be entitled to avail the facility of remote e-Voting and voting during the AGM.
• VI. TIle remote e-Voting facility will be avaiJable during the following period:
• a. Commencement of remote e-Voting: 9.00 A.M. (1ST) on Monday, 14th December 2020.
• b. End of remote e-Voting: 5.00 P.M. (1ST) on Wednesday, 161 Decem her 2020.
• c. The remote e-Voring will not be allowed beyond the aforesaid dale and lime and the remole e-Vobng module shall be disabled by NSDL upon expiry ofafbresaid period.
• VU. Those Members, who .. ill be present in the .'10M through Ve/OA VM facility and have not casl their vote on the Resolutions through remote e-Voting and are otherwise nOI barred from doing so, shall be eligible to vote through c-Voting system during the AGM.
• VOL TIle Members who have cast their vote by remote e-VOling prior to the AGM may also anendl panicipate in the AGM through VC I OAVM bur shall not be entitled to cast their vote again.
• lX. AllY person, who acquires shares of the Company and becomes a Member of the Company after sending ofllIe NoLice and holds shares as or Ihe clit-off date. may obtain the login 10 and password by sending a request at evoung@nsdl.co.in mentioning their demat account Ilumberllbho number, PAN, name and registered address. However, if belshe is already registered with NSDL for remote e-Voting then he/she can use hislher existing User ID and password for casting the vote.

X. Process and manner for Remote t--Voting:

Members a~ m1u<;ste<\ 10 follow Ihe below instr\lcrions to ~S1lheir vote lhrough .. Voting; The way 10 lI()/e electronically on NSDL e-Voling ~yslel1l cons/sis of '"Two Steps" which are mentioned below:

Step I: Log-in to NSDL e-Voting system at hnos:/Iwww.evoting.nsdl.com! Step 2: Cast your vote electronicaUy on NSDL e-Voting system.

Details on Step I arc mentioned below:

How to Log in to NSOL e-Votlog website?

l. Visit the e-Votillg website of NSDL Open web browser by typing the following URL:

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- B-101 , Bhaveshwar Plaza , L. B. S. Marg, Ghatkopar (W), Mumbai - 400086 . • Tel. : 022-2500 5046

https:llwww.evoting.nsd1.com/ either on a Personal Computer or on a mobile.

• 1. Once the home page of e-Voting system is laooched, click on the icon "Login" which is available under Shareholders' section.
• 1. A new screen will open. You will have to enter your User 11), your Password and a Verification Code as shown on the screen. Once yOll log-in to NSDL e - services after using your log-in credentials, click 011 e-

Voting and you can proceed to Step 2 Le. cast your vote electronicaJly.

Manner of holding shares i.e. or or Demat (NSDL CDSL) Physical	Your User lD is:
8) For Members who hold shares in demal account with NSDL	8 Chat1lcter DP lD followed by 8 Digit Client ID. For example if your DP lD is lN300'" and Client 10 is 12'····· then your user ID is IN300···12 • •.
b) For Members who hold shares in demal account with CDSL	16 Digit Beneficiary IO. For example if your 12·············· then Beneficiary ID is your user lD is 12····· •••••••
c) For Members holding shares in PhysicaJ Fonn.	EVEN Number followed by Folio Nwnber registered with the company. For example if folio number is 001"· and EVEN is 101456 tben user ID is 10145600 I···

1. Your User ID details are given below:

2. S. Your password details are given below:

3. ^I ) If you are already registered for e.Voting, then you can use your existing password to login and CBst your vote.
4. b) Jfyou are using NSOL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you renieve your 'initial password', you need to enter tbe 'initial password' and the system will force you to change your password.
5. c) How to retrieve your "inilial password '?
   • III tfyour emaillD is registered in your demat account or with the company. your initial password' is communicated to you on your email 10. Trace the email sent to you from NSDL from your mailbox. Open the email and open the auachmen, i.e. a .pdffile_ Open the .pdf file. The password to open the pdf file is your 8 digit client 10 for NSDL account, la" 8 digi's of client lD for CDSL accOlmt or foljo uwnber for shares held in physical fonn. The pdf file contains your 'User!D' and your ' initial password'.
   • tit If your email lDisnotregistered. your .initial password' is communicated to you on your postal address.
6. 1. I f you are unable to retrieve or have not received the .. Initial password" or have forgonen your password:
7. " Click on ".E!!!!JI!!!..1!!£!:,.Q~ demal account arc balding shares in your option available 011 www.evoling.nsdl.com.
8. " "Physical User Reset Password?" (If you are holding shares in physical mode)

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. B-l0l , Bhaveshwar Plaza, l. B. S. Marg, Ghatkopar (W), Mumbai - 400086 . • Tel. : 022-2500 5046

option available on www.evoting.nJdI.com.

• c) If you are still unable to gel the password by aforesaid two options, you can send 8 request at evoling@nsdl.co.in mentioning your demat accowlt number/foHo number. your PAN. your name and your registered address.
• Memben can also use the OTP (One Time Passwonl) based login for casting the votes on the e-Voting system ofNSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions'" by selectrng on the check box.
• 8 Now, you will have to click on "Login" bunon.
• 1. After you click on the "Login" bunon, Home page ofe-Voting will open.

Details on Step 2 are given below:

Ilow to cast your vote electronically on NSDL e-Voting system?

• After successful login at Step I, you will be Able to see the Home page ofe-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 2 After click on Active Voting Cycles, you will be able to see aU the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• ¹Select "EVEN" of The Multiplus boldings Limited, to cast your vote.
• Now you are ready for e-Voting as the Voting page opens.
• 5 Cast your VOle by selecting appropriate options i.e. assent or dissent, verif)4modity the number of shares for which you wish to cast your vote and click on "Submit" and also "Confinn" when prompted.
• II Upon continnation. the message "Vote cast successfuJly" will be displayed.
• 1 You can also take the printout of the votes cast by you by clicking on the print option 011 the confinnation page.
• ^IOnce you confirm your vote on the resollilion, you will not he allowed to modify your vote.

Instruction~ (or members (or e-Voting on the day of the AGM:

• I. The procedure for e-Voting on lhe day of the AGM is same 8S the instructions mentioned above for remote e-Votmg.
• 1. Only those Members! sbarebolders, who will be present in the AGM through VCIOAYM facility and have nOl casted their vote on the Resolutions through remote c-Voting and arc ol.herwise not barred from doing so, shall be eligible to vote through e-VOling system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to 8«end the AGM. However, they will not be eligible to vote at the AGM.
• 1. TIle details of the person who lDay be contacted for any grievances connected with the facility for e-Voting on the day of the AOM shall be the same person mentioned for Remote e· Voting.

General Guidelines for shareholdersj

• Institutional shareholders (i.e. other than individuals. IIUF, NRJ etc.) are required to 'I;lld scanneQ COpy (P!?F/i!'O F9_0 Qf th~ ",leVlln! BoIlnI R\SOl\lli9nl AU!boli\Y Letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, 10 the Scnllmizer bye-mail to (cs.shubham2oyal(Q)gmail.com WiUl a copy marked to evotmg!lilnsdl.co.in.
• ²It is strongly recommended not to share your password with any other person and take

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B-101 , Bhaveshwar Plaza , L. B. S. Marg, Ghatkopar (W), Mumbai - 400086 . • Tel. : 022-2500 5046

UnTIost care to keep your password confidential. Login 10 the e-Voling website will be disabled upon five unsuccessful attempts to key in the correct password. In such an evell~ you will need to go through the "Forgol User DetailsIPasswordT' or "Pbysical User Reset Password?" option available on www.evoting.nsdLcom to reset the password.

3 In case of any queries, you may refer the Frequently Asked Qucstlons (FAQs) for Shareholders and e-Voring user manual for Shareholders available at the download section of www.evoting.nsdl.com or caD on [all free no.: 1800-222-990 or send 8 request at evoting@nsdLco.in

20. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM:

• I. Members will be able 10 attend the AGM through VC I OAVM or view the live webcast of AGM provided by NSDL at hllpS:/Iwww.evoting.nsdl.com by using their remote e-Voting login credentials and selecling Ihe EVEN for Company's AGM. Members who do not have the User In and Password for e-Voting or have forgotten Ule User lD 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 ofNSOL.
• II. Facility of joining tl,. AGM through VC I OAVM shall open 30 minutes before the time scheduled for the AOM and will be available fur Members on tlrst come first served basis. Funher, an odditional time of 15 minutes after the commencement of the meeting shall also be provided for joining the meeting.
• lit. Members are encouraged to join tbe Meeting through Laptops for bener experience.
• IV. Funher Members will be required to allow Camera aDd lise Internet with 8 good speed to avoid any disturbance during Ule meeting.
• V. Please nOle that Panicipants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience AudioNideo loss due to fluctu8tion in their respective network. It is therefore recommeuded to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• V I. Members who need assistance before or during the AGM, can contact NSDL on evoting@nsdl.co.inlI800-222-990.
• VII. Members seeking any infonnation with regard to the annual aeCQlmts for 2019- 20 or any business to be dea11 at the AGM. are requested to send e-mail on 11!ulti-P~~hQI{I!!!2:s@rediffmail.qlm _on or befQre 9th December, 2020 along with their name, OP ID and Client tD/folio number. PAN and mobile number. The same wiU be replied by the Company suitably.
• VIlI. Further. 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 e-mail address mentioning their name, DP ID I.md Client LDlFoHo Number. PAN and mobile Dumber at multiplusholdinaa@redirrmail.com before 141h December, 2020. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask Questions during the AGM. TIle CompwlY reserves the

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B-101 , Bhaveshwar Plaza, L. B. s. Marg, Ghatkopar (W), Mumbai - 400086 . • Tel. : 022-25005046

right to restrier the nwnber of speakers depending on tbe availability of time for lheAGM.

Place- Mumbai Date: 18/11n020

By order of the Board For The Multiplus Holdings Umited

SdI-Jignesh Sbeth Managing Di rector

Annexure to Item No.2 of the Notice

Details of Directors seeking reappointment al the ensuing Annual General Meeting (pursuant to Regulation 24(6) and 36(3) of Ibe SEDI (Listing Obligations and Disclosure Requirements) Regulations. 2015 and Secretarial Standard 00 General Meetings ("SS-2"). issued by the Institute of Company Secretaries of India)

Qualification
	repon on
Manager and Key Managerial Personnel

Dated: 18Jlln020 Place: Mumbai

DY ORDER OF TIlE IlOARD SD/- ,J1GNESH R, SHETH MANAGING DIRECTOR

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B-1 01, Bhaveshwar Plaza, L. B. S. Marg, Ghatkopar (W), Mumbai - 400086 . • Tel.: 022-2500 5046

Annexure to Item No_ 4 ortbe Notice

The Company has been making invesnnents in. giving loans and guarantees to and providing seow"ilies ill conneotion with loans to various persons and bodies corporate (including its subsidiary) from rime to time, in compliance with the applicable provisions of the Act.

TIle provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended to date. provides that no company is permiued la, directly or indirectly. (a) give any loan to any person or other body corporate; (h) give any guarantee or provide security in connection with a loan to any other body corporate or person; Rnd (e) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paid-up share capital, free reserves and securities premium account or one hundred per cenl or its free reserves and securities premium accowlt, whicllever is more.

In view of the considering the long tenn business plans of the Company. which requires tho Company to make sizeable loans I Lnvesnnents and issue gUar8n1ees / securities to persons or bodies corporate, fi"om time to time, prior approval of the Members is being sought for Setting a limit of Rs.50 crores.

Hence, the Special Resolution at Item No.4 of the Notice, notwithstanding the fact that the same exceeds the limits provided under Section 186 of the Act TIle Directors recommend the Special Resolution as sct out at Item No.4 of the accompanying Notice, for Members' approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives is concemed or inlerested, financially or otherwise, in the Special Resolution.

Dated: 181ltl2020 Place: Mumbai

tly ORDER OF THE tlOARD SDI-JIGNES[) R. SIIETH MANAGING DIRECTOR

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