Shrenik Limited — Proxy Solicitation & Information Statement 2019

Jun 1, 2019

505-508, T~N/ll, Beside Mardia Plaza, C.G. Road, Ahmedabad - 9. Ph.: 079-26440303/0505,48990505/0606 I ... 11..... 1.---1 www.shrenik.co.in • e-mail : info@shrenik.co.in CIN No.: L51396GJ2012PLC073061

Date: 01.06.2019

To, The National Stock Exchange of India Ltd., Exchange Plaza, Bandra Kurla Complex, Bandra (E). Mumbai - 400051, Maharashtra, India.

Company Symbol: SHRENIK Company SERIES: SM

Dear Sir/Ma'am,

Subject: Submission of Postal Ballot/E- Voting Notice and its Newspaper Publications.

In reference to our earlier communication dated May 30, 2019 and pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), please find the enclosed Postal BaliotlE-Voting Notice dated 30th May, 2019 and its Newspaper Publications. The Postal BaliotlE-Voting notice was approved by the Board of Directors in their meeting held on 30th May, 2019.

This is to further inform you that the Company has completed the dispatch of Postal BallotlE-Voting Notice along with Postal Ballot Form on 31 st May, 2019 to the shareholders of the Company whose names appeared in the Register of Members as on 24th May, 2019 (the "Cut-off" date).

Please note that the following business items are proposed to be transacted through Postal BaliotlE Voting, details of which are available in the enclosed Postal BaliotlE-Voting Notice:

• 1. Migration of Equity Shares of the Company from Emerge Platform of National Stock Exchange of India Limited to Main Board of National Stock Exchange of India Limited.
• 1. To authorise the Company to increase its borrowing limits from the previously approved limits pursuant to section 180 of the Companies Act, 2013 and the Rules made there-under.
• 1. To consider increase in charge/mortgage/security creating limits over the properties of the Company in respect of borrowings.
• 1. To authorise the Company to give loan, guarantee, provide security and make investments in excess of the previously approved limits pursuant to section 186 of the Companies Act, 2013.
• 1. To alter the Articles of Association of the Company.

Kindly take the same on your records.

Thanking you. Yours Faithfully,

For SHRENIK LIMITED

~~ Mishra

Madhulika Company Secretary and Compliance Officer Place: Ahmedabad

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SHRENIK LIMITED

CIN: L51396GJ2012PLC073061 Registered Office: 505-508, TEN/11, Beside Mardia Plaza, C.G. Road, Ahmedabad – 380 009, Gujarat. Tel.: (079) 26440303-0505 Telefax: (079) 26406810 Email: cs@shrenik.co.in, Website: www.shrenik.co.in

POSTAL BALLOT NOTICE

[Notice pursuant to Section 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ('the Act'), read with the Companies (Management and Administration) Rules, 2014 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India(including any statutory modification or re-enactment(s) thereof for the time being in force), and pursuant to other applicable laws and regulations, that the resolutions appended below are to be passed by the Members of Shrenik Limited ('the 'Company') by way of Postal Ballot including voting by electronic means ('e-voting').

The Company, in compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations'), Section 108 of the Companies Act, 2013read with Rule 20 of the Companies (Management and Administration) Rules, 2014is pleased to provide the members with the facility to exercise their right to vote on the matters included in the postal ballot by electronic means i.e. through e-voting services provided by Central Depository Services (India) Limited (CDSL). **The e-voting will commence on Sunday, June 2, 2019 (9.00 a.m.) and will end on Tuesday, July 2, 2019 (5.00 p.m.).**Please read carefully and follow the instructions as printed in this Notice for e-voting.

The notice is sent to all members / beneficiaries whose names appear on the Record of Depositories as on Friday, May 24, 2019('Cut-offdate').

The members are requested to peruse the proposed resolutions along with the explanatory statements and carefully read the instructions printed in the Postal Ballot Notice and Form and return the duly completed form in all respects in the attached selfaddressed business reply envelope so as to reach the Registrar and Share Transfer Agent, Link Intime India Private Limitedon or before 5:00 p.m. on Tuesday, July 2, 2019. Please note that any postal ballot form received after the said date and time will be strictly treated as if a reply from such Member has not been received.

Members desiring to opt for e-voting facility are requested to read the notes to the Notice of Postal Ballot and instructions given there-under for e-voting purpose. Kindly note that the members can opt for only one mode of voting i.e. either physical postal ballot or e-voting. However, in case members cast their vote by physical postal ballot and e-voting, then voting done through valid e-voting shall prevail and the voting done by physical postal ballot will be treated as invalid.

The Board of Directors of the Company ('the Board') at its meeting held on Thursday, May 30, 2019, had appointed M/s. Premal Shah & Co., Practicing Company Secretaries (FCS No. 8214, C.P. No.9922), as the Scrutinizer ('Scrutinizer')for conducting the Postal Ballot in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman or in his absence to any person, duly authorised by him after completion of the scrutiny of Postal Ballots. The Chairman, or any other person authorised by him in writing shall countersign the report and declare the results of postal ballot and e-voting on or before 5.00 p.m. on Thursday, July 4, 2019at the Registered Office of the company. The said results will also be displayed at the notice board of the Registered Office of the Company and intimated to the National Stock Exchange of India Limited ('NSE') where the Company's securities are listed, and displayed on the website of the Company i.e.www.shrenik.co.in as well as on the website of CDSLat www.evotingindia.com.

The explanatory statements, as required under Section 102 of the Companies Act 2013, pertaining to the proposed resolutions setting out the material facts and reasons thereof along with Postal Ballot Form is annexed herewith.

The Resolutions, if approved by the requisite majority, shall be deemed to have been passed on the last date for receipt of duly completed postal ballot forms or e-voting.

SPECIAL BUSINESS:

1. MIGRATION OF EQUITY SHARES OF THE COMPANY FROM EMERGE PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIALIMITED TO MAIN BOARD OF NATIONALSTOCK EXCHANGE OF INDIALIMITED.

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

Note: In accordance with Regulation 277 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the below mentioned Resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

"RESOLVED THAT pursuant to provisions laid down in Chapter IX of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ('ICDR Regulations'), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and other applicable provisions, if any, the Companies Act, 2013 ('the Act') and the rules framed there under, including any amendment, modification, variation or re-enactment thereof, and subject to the approval of National Stock Exchange of India Limited ('NSE'), the consent of the Members of the Company be and is hereby accorded for migration of the Company's present listing from Emerge Platform of NSE to the Main Board of NSE and to follow such procedures specified under ICDR Regulations, as amended from time to time, to give effect to the this resolution."

"RESOLVED FURTHER THAT any Director and/or Company Secretary of the Company be and are hereby authorised jointly and/or severally to deal with any government or semi-government authorities or any other concerned intermediaries including but not limited to NSE, Securities and Exchange Board of India, Registrar of Companies, etc. to apply, modify, rectify and submit any application(s) and/or related documents on behalf of the Company and to do all such acts, deeds and things as may be necessary and expedient to give effect to the this resolution."

2. TO AUTHORISE THE COMPANY TO INCREASE ITS BORROWING LIMITS FROM THE PREVIOUSLY APPROVED LIMITS PURSUANT TO SECTION 180 OF THE COMPANIES ACT, 2013 AND THE RULES MADE THERE-UNDER.

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

"RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactments thereof, for the time being in force) consent of the Shareholders be and is hereby accorded to the Board of Directors of the Company for borrowing any sum or sums of money for and on behalf of the Company, from time to time from any one or more persons, firms, bodies corporate, banks, financial institutions or from any other by way of advances, deposits, loans, debentures or otherwise and whether unsecured or secured by mortgage, charge, hypothecation, lien or pledge of the Company's assets and properties, whether movable or immovable or stock-in-trade (including raw materials, stores, spare-parts and components in stock or in transit), work in process and debts and advances notwithstanding that the aggregate sum or sums of money so borrowed together with money, if any, already borrowed by the Company (apart from the temporary loans obtained from Company's bankers in the ordinary course of business) shall not exceed Rs. 500.00 Crores (Rupees Five Hundred Crores Only) on account of the principal amount and the Board be and is hereby empowered and is authorised to arrange and fix all the terms and conditions of all such monies to be borrowed from time to time with respect to interest, repayment, security or otherwise as it may in its absolute discretion think fit."

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the borrowing(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution."

3. TO CONSIDER INCREASE IN CHARGE/MORTGAGE/SECURITY CREATING LIMITS OVER THE PROPERTIES OF THE COMPANYIN RESPECT OF BORROWINGS.

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

"RESOLVED THAT the consent of the Shareholders be and is hereby accorded in terms of Section 180 (1) (a) and other applicable provisions, if any, of the Companies Act, 2013 for mortgaging and/or creating charge by the Board of Directors of the Company on all the movable and immovable properties of the Company wherever situate, at present and at future, and on the whole of the undertaking of the Company to or in favour of institutions / banks (lenders) or the trustees for the lenders of the Company for securing the borrowings of the Company availed / to be availed in any form or manner, in foreign currency and / or rupee currency, including by way of term and other loan(s), cash credit, overdraft, advances, deposits, bill discounting, deferred payment credits/guarantees, or by way of any other permitted mode of borrowings, whether convertible or not issued/ to be issued by the Company, from time to time, subject to the limits approved under Section 180 (1) (c) of the Companies Act, 2013 together with all interest thereon, commitment charge, costs, charges, expenses, including any increase as a result of devaluation/ revaluation/ fluctuation in the rates of foreign currencies involved and all other moneys payable by the Company to the lenders in terms of the respective facility granted by the Bank to the Company in respect of the any financial assistances and other time to time applicable provisions, if any, of the Act together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment remuneration of the Agent(s) / Trustee(s), premium (if any) on redemption, all other costs, charges and expenses, payable by the Company in terms of the Loan Agreement(s), Debenture Trust Deed(s) or any other document(s) entered into / to be entered into between the Company and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board and the Lender(s) / Agent(s) / Trustee(s) / other appropriate authorities/persons, shall not, at any time exceed Rs. 500.00 Crores (Rupees Five Hundred Crores Only)."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to finalize with the lenders / trustees for the lenders of the Company documents for creating aforesaid mortgage and /or charge and for taking the financial assistance from the Bank and to do all such acts and things as may be necessary for giving effect to the above resolution."

4. TO AUTHORISE THE COMPANY TO GIVE LOAN, GUARANTEE, PROVIDE SECURITY AND MAKE INVESTMENTS IN EXCESS OF THE PREVIOUSLY APPROVED LIMITS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013.

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

"RESOLVED THAT pursuant to the provisions of Section 186 and other applicable rules, if any, of the Companies Act, 2013, (including any statutory modification or re-enactment thereof for the time being in force), and subject to such approvals, contents, sanctions and permissions of the appropriate authorities, departments or bodies as may be necessary, the consent of the Shareholders be and is hereby accorded to the Board of Directors of the Company to give loan to any person or other body corporate; give any guarantee or provide any security in connection with a loan to other body corporate or person; make investment in shares, debentures and/ or other securities of any other body corporate(s)and provide Inter Corporate Loans and accept Inter Corporate deposits, acquire by way of subscription, purchase or otherwise the securities of any other body corporate as per the provisions prescribed under Section 186 of Companies Act, 2013, as they may in their absolute discretion deem beneficial and in the interest of the company subject to the maximum aggregate amount not exceeding Rs. 325 Crores (Rupees Three Hundred and Twenty Five Crores Only) at any time together with the existing loan and investments."

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper, or desirable and to settle any question, difficulty, doubt that may arise in respect of the investment(s) aforesaid and further to do all such acts, deeds and things and to execute all documents and writings as may be necessary, proper, desirable or expedient to give effect to this resolution."

"RESOLVED FURTHER THAT the Board of Directors of the company be and are hereby severally authorised to negotiate the terms, conditions, quantum of investments, and all other related matters and to do all such deeds and things as may be deemed expedient and necessary to give effect to this resolution."

5. TO ALTER THE ARTICLES OF ASSOCIATION OF THE COMPANY.

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

"RESOLVED THAT in accordance with the provisions of applicable law and pursuant to the provisions of Section 14 and Companies (Incorporation) Rules 2014 and any other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, consent of the Members of the Company be and is hereby accorded, to alter the Articles of Association of the Company as follows:

a. Insertion of following pointin Articles of Association of the Company after point No.65:

To waive/forgo the Right to receive Dividend

• 65A 1.Notwithstanding anything contained in this Articles of the Company, but subject to the provisions of the Companies Act, 2013 and all other applicable rules of the statutory authorities and the Rules framed by the Board of Directors of the Company in this behalf as amended from time to time by the Board, it shall be open for the Members of the Company who hold the equity shares in the Company to waive/forgo his/their right to receive the dividend (interim or final) by him/them for any financial year which may be declared or recommended respectively by the Board of Directors of the Company. The waiver/forgoing by the Members, his/ their right to receive the dividend (interim or final) by him/them under this Article shall be irrevocable immediately after the record date/book closure date fixed for determining the names of Members entitled for dividend. The Company shall not be entitled to declare or pay and shall not declare or pay dividend on equity shares to such Members who have waived/forgonehis/their right to receive the dividend (interim or final) by him/ the munder this Article.
• b. Replacing the existing point No. 65 (1) (iii) and point No. 65 (7)with the following point:

The Company may pay dividends to the Members other than Members who have waived/ forgone their right, of receiving dividends (including any interim dividend) in respect of any financial year in accordance with the rules framed by the Board of Directors of the Company and amended from time to time by the Board of Directors of the Company which shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly.

c. Replacing the existing Point No. 65 (2) with the following point:

2. The Company in General Meeting may declare dividends

The Company in General Meeting may declare dividends to be paid to the Members other than the Members who have waived/forgone their right of receiving any Dividend (including any interim dividend), declared/to be declared by the Company for Financial Year, in accordance with Rules framed by the Board and amended from time to time, to be paid to members according to their respective rights and interests in the profits and may fix the time for payment and the Company shall comply with the provisions of Section 127 of the Act, but no dividends shall exceed the amount recommended by the Board of Directors, but the Company may declare a smaller dividend in general meeting.

d. Replacing the existing Point No. 65 (4)with the following point:

4. Interim Dividend

Subject to the provisions of the Act, the Board may, from time to time, pay to the Members other than the Members who have waived/foregonetheir right of receiving any dividend declared/to be declared by the Company for any financial year, in accordance with Rules framed by the Board and amended from time to time, such interim dividends as in their judgment the position of the Company justifies.

"RESOLVED FURTHER THAT consent of the Members be and is hereby accorded for authorising Board of Directors for framing Rules for members who want to waive/forgo the right to receive dividend in respect of any financial year and amend the same from time-to-time."

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board and/or any Director and/or the Company Secretary and/or any individual delegated with powers necessary for the purpose be and is hereby authorized to do all such acts, deeds, matters and things, as may be necessary, proper or expedient, including filing of necessary forms with the Registrar of Companies, as may be required in relation to such alterations and to comply with all other requirements without being required to seek any further consent or approval of the Company or otherwise to the end and intent that they shall be deemed to have been given all necessary approval thereto expressly by the authority of this resolution."

By Order of the Board of Directors For SHRENIK LIMITED

Date: May 30, 2019 Place: Ahmedabad

NOTES:

Madhulika Mishra Company Secretary and Compliance Officer

• 1. The following is annexed with this Notice:
  • (i) Explanatory Statements and reasons for the proposed resolutions pursuant to Section 102 of the Companies Act, 2013 read with Secretarial Standard on General Meetings (SS – 2) issued by the Institute of Company Secretaries of India in respect of the special business.
  • (ii) Instructions for e-voting.
• 1. Documents referred to in the accompanying notice and explanatory statement thereto, will be open for inspection for the members at the Registered Office of the Company during office hours between 10:00 am to 5:00 pm, on all working days except, Sunday and National Holiday until the last date for receipt of votes by Postal Ballot/ e-voting i.e. Tuesday, July 2, 2019.
• 1. Based on the consent received from M/s. Premal Shah & Co., Practicing Company Secretaries (FCS No. 8214, C.P. No. 9922), the Board has appointed him as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.
• 1. Notice is being sent to all Members / beneficiaries, whose names appear on the Record of Depositories as on Cut-off Date i.e. Friday, May 24, 2019, and a person whose name is not appearing on the Record of Depositories as on Cutoff Date should treat this Notice for information purposes only. Voting rights shall be reckoned on the shares registered in the name of members as on that date.

The copies of the Postal Ballot Notice and the Postal Ballot Form are being sent physically to all the Shareholders of the Company whose names are appearing on the Record of Depositories as on Cut-off Date i.e. Friday, May 24, 2019by permitted mode along with self-addressed business reply envelope. The Postal Ballot Notice may also be accessed on Company's website i.e. www.shrenik.co.in and/or on the website of Central Depository Services (India) Limited i.e. www.evotingindia.com.

• 1. After the postal ballot is dispatched, an advertisement will be published in at least one English language and one vernacular language newspaper.
• 1. Pursuant to Section 108 of Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, the Company is pleased to provide facility to the members to exercise their right to vote using an electronic voting system in respect of resolutions proposed to be considered through this Notice of Postal Ballot. The Company has engaged services of Central Depository Services (India) Limited ("CDSL") to provide remote e-voting facility of casting the votes by the members.
• 1. The members may cast their votes using an electronic voting system ("e-voting"). Members who do not have access to e-voting facility have the option to request for physical copy of the Ballot Form by sending an e-mail to cs@shrenik.co.inor rnt.helpdesk@linkintime.co.inby mentioning their DP ID and Client ID No. The duly completed Ballot Form should reach the Registrar and Share Transfer Agent not later than Tuesday, July 2, 2019 at 5:00 PM. A Member can opt for only one mode of voting i.e. either through e-voting or by postal ballot. If a Member casts votes by both modes, then voting done through e-voting shall prevail and the postal ballot shall be treated as invalid.
• 1. Duly completed Postal Ballot Form should reach the Company's Registrar and Share Transfer Agent on or before 5:00 p.m. on Tuesday, July 2, 2019 at the following address of Company's Registrar and Transfer Agents: M/s Link Intime India Private Limited, Vikhroli (West), C- 101, 247 Park, LBS Marg, Mumbai – 400083, Maharashtra.
• 1. Members who have not registered their e-mail addresses are requested to register the same with the Company's Registrar and Transfer Agents / Depository Participant(s) for sending future communication(s) in electronic form.
• 1. The Scrutinizer shall prepare a consolidated Scrutinizer's Report on the total votes cast in favour or against, if any. The said report will be countersigned by the Chairman or a person authorized by him in writing and the results of the voting shall be declared on or before5:00 pm on Thursday, July 4, 2019, and will be displayed at the Registered Office of the Company. The result and Scrutinizer's reportsh all also be communicated to National Stock Exchange and the same along with Scrutinizer's Report will be displayed on the website of the Company at www.shrenik.co.in as well as on the website of CDSL at www.evotingindia.com. The Scrutinizer's decision on the validity of the Postal Ballot will be final and binding.
• 1. The Resolutions, if passed by requisite majority, will be deemed to be passed on the last date specified for receipt of duly completed Postal Ballot Form or e-voting i.e. **Tuesday, July 2, 2019.**Further, resolutions passed by the members through postal ballot and remote e-voting are deemed to have been passed effectively at a general meeting.
• 1. Members who opt to vote by postal ballot shall ensure that they carefully read the instructions printed on the Postal Ballot Notice/Postal Ballot Form and return the duly completed and signed Ballot Forms in the enclosed selfaddressedbusiness reply envelope (postage whereof shall be borne and paid by the Company) so as to reach the Registrar and Share Transfer Agenton or before 5:00 pm on Tuesday, July 2, 2019**.** Ballot Forms, if sent by courier or by registered/speed post or hand delivered at the address given on the self – addressed business reply envelope (at the expense of the Members) shall also be accepted. Please note that the Ballot Forms received after the aforementioned date shall be treated as if reply from the Members have not been received. Unsigned/blank/incomplete/defaced/mutilated/incorrectly ticked Ballot Forms will be rejected. Members cannot exercise their vote by proxy on Postal Ballot. Members desiring to exercise their vote through e-voting are requested to read the information and other instructions relating to e-voting as mentioned below.

INFORMATION AND OTHER INSTRUCTIONS RELATING TO E-VOTING:

E-voting period commences on Sunday, June 2, 2019 at 9:00 am (IST) and ends on Tuesday, July 2, 2019 at 5:00 pm (IST). During this period members of the Company, holding shares as on the cut-off date i.e. Friday, May 24, 2019, may cast their votes electronically. The e-voting module shall be disabled by CDSLthereafter.

General Information on E- Voting

The Instructions for shareholders voting electronically are as under:

(i) The voting period begins on Sunday, June 2, 2019 at 9:00 am (IST)and ends onTuesday, July 2, 2019 at 5:00 pm (IST). During this period the shareholders of the Company, holding shares as on the "cut-off date" th i.e. Friday, 24 May, 2019may cast their votes electronically. The E-voting module shall be disabled by CDSLfor voting after 5.00 p.m.on Tuesday, July 2, 2019.

The shareholders must follow the below procedure for casting vote:

• (ii) You need to log on to the e-voting website www.evotingindia.com.
• (iii) Click on Shareholders
• (iv) Then Enter your User ID
  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DPID followed by 8 Digits Client ID,
• (v) Next enter the Image Verification as displayed and Click on Login.
• (vi) If you have logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• (vii) If you are a first time user follow the steps given below:

	Steps:
PAN	Enter your 10 digit alpha-numeric PAN issued by Income Tax Department.
	Shareholders who have not updated their PAN with the Company/Depository Participantare requested to use the sequence number which is printed on the Postal Ballot Formindicated in the PAN Field.
DividendBank	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded inyour demat account or in the company records in order to login.
DetailsOR Dateof Birth(DOB)	●If both the details are not recorded with the depository or company pleaseenter the shareholder id / folio number in the Dividend Bank details field asmentioned in instruction (iv).

• (viii) After entering these details appropriately, click on "SUBMIT" tab.

• (ix) Shareholders will reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for Resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (x) Click on the EVSN of Shrenik Limited on which you choose to vote.

• (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xii) Click on the "RESOLUTION FILE LINK" if you wish to view the entire Resolution details.

• (xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• (xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• (xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

• (xvi) If a demat account holder has forgotten the login password then he/she can enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvii) Shareholders can also use Mobile app "m Voting" for e voting. Shareholders may log in to m Voting using their e voting credentials to vote for the company resolution(s).

• (xviii) Note for Non Individual Shareholders and Custodians:

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

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

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• (xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

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

Resolution No. 1:

MIGRATION OF EQUITYSHARES OF THE COMPANYFROM EMERGE PLATFORM OF NATIONALSTOCK EXCHANGE OF INDIALIMITED TO MAIN BOARD OF NATIONALSTOCK EXCHANGE OF INDIALIMITED.

The equity shares of the Company are listed and actively traded on the EMERGE Platform of National Stock Exchange of India Limited with effect from July 19, 2017. The Company intends to migrate to the Main Board of National Stock Exchange of India Limited as per the guidelines laid down under Chapter IX of SEBI (ICDR) Regulations, 2018 on completion of two years from the date of listing on the EMERGE Platform of National Stock Exchange of India Limited i.e. July 19, 2019 subject to approval of Stock Exchange.

The Migration of the Company from EMERGE Platform to Main Board of National Stock Exchange of India Limited is also subject to approval of Members by way of passing Special Resolution in terms of Chapter IX of ICDR Regulations. Provided Special Resolution shall be acted upon if and only if the votes cast by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other than promoter shareholders against the proposal.

Listing on the Main Board of National Stock Exchange of India Limited will take the Company into a different league altogether with enhanced recognition and increased participation by retail investors.

Accordingly, the Board recommends the resolution set forth in Item No. 1 to be passed as Special Resolution by the Members of the Company through Postal Ballot.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested in the resolutions set forth in Item No. 1of this Notice except to the extent of their shareholding held by them in the Company.

Resolution No. 2:

TO AUTHORISE THE COMPANY TO INCREASE ITS BORROWING LIMITS FROM THE PREVIOUSLY APPROVED LIMITS PURSUANT TO SECTION 180 OF THE COMPANIES ACT, 2013 AND THE RULES MADE THERE-UNDER.

th The shareholders are informed that in the Extra Ordinary General Meeting of the shareholders held on 30 March, 2015 the Borrowing, Charge creating or Mortgaging limits of the Company were increased to Rs. 100 Crore from the limits as specified under Companies Act, 2013, which later on was increased to Rs. 200 Crores in the Fourth Annual General Meeting of the th Company held on 15 September, 2016. The limit of Rs. 200 Crore was further increased to Rs. 300 Crore through the th approval of Shareholders in the 6 Annual General Meeting of the Company.

Considering the future expansion plans of the Company which demands increasing need of funds for the smooth functioning of the Business the Borrowing and Charge creating or Mortgaging powers of the Company needs to be enhanced from Rs. 300 Crores to Rs. 500 Crores as per Section 180 (1) (c) of the Companies Act, 2013.

Accordingly, the Board recommends the resolution set forth in Item No. 2 to be passed as Special Resolution by the Members of the Company through Postal Ballot.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested in the resolutions set forth in Item No. 2 of this Notice except to the extent of their shareholding held by them in the Company.

Resolution No. 3:

TO CONSIDER INCREASE IN CHARGE/MORTGAGE/SECURITY CREATING LIMITS OVER THE PROPERTIES OF THE COMPANYIN RESPECT OF BORROWINGS.

th The shareholders are informed that in the Extra Ordinary General Meeting of the shareholders held on 30 March, 2015 the Borrowing and Charge creating or Mortgaging limits of the Company were increased to Rs. 100 Crore from the respective limits as specified under Companies Act, 2013 and the Rules made thereunder, which later on was increased to Rs. 200 th Crores in the Fourth Annual General Meeting of the Company held on 15 September, 2016. The limit of Rs. 200 Crore was th further increased to Rs. 300 Crore through the approval of Shareholders in the 6 Annual General Meeting of the Company.

The expansion phase of the Company demands increasing need of funds for the smooth functioning of the Business. With a view to meet fund requirements, the Company would be required to borrow funds from time to time by way of loans or in any other form whatsoever and / or issue of bonds, debentures or other securities. The said borrowings/ issue of securities may be required to be secured by way of mortgage / charge over all or any part of the movable and / or immovable properties of the Company. In order to facilitate securing the borrowing made by the Company under Section 180 (1) (c) it may be necessary to create charge on the assets or whole of the undertaking of the Company. Section 180(1)(a) of the Companies Act, 2013 provides for the power of Board of Directors to lease or otherwise dispose off the whole or substantially the whole of the undertaking of the Company subject to the approval of Shareholders in the general meeting.

Accordingly, the Board of Directors of the Company recommends enhancing the limits of charge creating or mortgaging power of the Company from Rs. 300 Crore to Rs. 500 Croreand further recommendsthe resolution set forth in Item No. 3 to be passed as Special Resolution by the Members of the Company through Postal Ballot.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested in the resolutions set forth in Item No. 3 of this Notice except to the extent of their shareholding held by them in the Company.

Resolution No. 4

TO AUTHORISE THE COMPANY TO GIVE LOAN, GUARANTEE, PROVIDE SECURITY AND MAKE INVESTMENTS IN EXCESS OF THE PREVIOUSLYAPPROVED LIMITS PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013.

th The shareholders are informed that in the Extra Ordinary General Meeting of the shareholders held on 30 March, 2015 the Investing limits of the Company were increased to Rs. 100 Crore from the respective limits as specified under Companies Act, 2013 and the Rules made thereunder, which later on was increased to Rs. 200 Crores in the Fourth Annual General Meeting of th the Company held on 15 September, 2016. The limit of Rs. 200 Crore was further increased to Rs. 300 Crore through the th approval of Shareholders in the 6 Annual General Meeting of the Company.

In order to make optimum use of funds and also to achieve long term strategic and business objectives, the Board of Directors of the Company proposes to make use of the same, as and when the requirement arises, by making investment in other bodies corporate or granting loans, giving guarantee or providing security to other persons or other body corporate(s) as and when required.

Pursuant to the provisions of section 186(3) of the Companies Act, 2013 and rules made there under, the Company needs to obtain prior approval of shareholders by way of special resolution in case the amount of investment, loan, guarantee or security proposed to be made is in excess of the limits prescribed under Companies Act, 2013.

Accordingly, the Board of Directors of the Company recommends to enhance the limits of making investments, giving loan, guarantee or security from Rs. 300 Crore to Rs. 325 Croreand further recommend the resolution set forth in Item No. 4 to be passed as Special Resolution by the Members of the Company through Postal Ballot.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested in the resolutions set forth in Item No. 4 of this Notice except to the extent of their shareholding held by them in the Company.

Resolution No. 5

TO ALTER THE ARTICLES OF ASSOCIATION OF THE COMPANY.

Your Directors propose to alter the Articles of Association (AOA) of your Company to enable the Members of the Company including Promoters & Promoters Group, who hold the equity shares in the Company to waive/forgo his/their right to receive the dividend, interim or final, by him/them for any financial year which may be recommended or declared respectively by the Board of Directors of the Company or Members of the Company.

In this regard, the Board of Directors shall be authorised to formulate necessary rules and amend the same from time-to-time.

For the above alteration, approval of the members is required by way of Special Resolution.

Accordingly, the Board recommends the resolution set forth in Item No. 5 to be passed as Special Resolution by the Members of the Company through Postal Ballot.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested in the resolutions set forth in Item No. 5 of this Notice except to the extent of their shareholding held by them in the Company.

By Order of the Board of Directors ForSHRENIK LIMITED

Date: May 30, 2019 Place: Ahmedabad

Madhulika Mishra Company Secretary and Compliance Officer

SHRENIK LIMITED

CIN: L51396GJ2012PLC073061 Registered Office: 505-508, TEN/11, Beside Mardia Plaza, C.G. Road, Ahmedabad – 380 009, Gujarat. Tel.: (079) 26440303-0505 ; Telefax: (079) 26406810 Email: cs@shrenik.co.in ; Website: www.shrenik.co.in

POSTAL BALLOT FORM

(To be returned to the Registrar and Share Transfer Agent, M/s Link Intime India Private Limited)

Sr. No.:

1.	Name and registered address of the Sole/ Firstnamed shareholder	:
2.	Name(s) of Joint shareholder(s), if any	:
3.	Registered Folio No. / DP Id No.* /Client IdNo.*(*applicable to investors holdingShares in dematerialized form)	:
4.	Number of shares held	:

I/We hereby exercise my/our vote in respect of the Special resolutions to be passed through Postal Ballot for the business stated in the Postal Ballot Notice of the Company dated May 30, 2019 by conveying my/our assent or dissent to the said special resolutions by placing the tick (√) mark at the appropriate box below:

Sr.	Description of Resolutions	No. of equity	I/We assent	I/We dissent
No.		shares for	to the Special	to the Special
		which votes	Resolution	Resolution
		cast	(FOR)	(AGAINST)
1.	Migration of Equity Shares of the Company from Emerge Platform of National
	Stock Exchange of India Limited to Main Board of National Stock Exchange of
	India Limited.
2.	To authorise the Company to increase its borrowing limits from the previously
	approved limits pursuant to section 180 of the Companies Act, 2013 and the
	rules made there-under.
3.	To consider increase in Charge /Mortgage/Security creating limits over the
	properties of the Company in respect of Borrowings.
4.	To authorise the Company to give loan, guarantee, provide security and make
	investments in excess of the previously approved limits pursuant to section 186
	of the Companies Act, 2013.
5.	To alter the Articles of Association of the Company.

Place :

------------------------------------------------------------------------------ Date : (Signature of the Shareholder / Authorised Representative)

Electronic Voting Particulars

EVSN(Electronic Voting Sequence No.)	User ID	Default PAN/Sequence No.
190528003

Notes :

• 1. Kindly read the instructions printed overleaf before filing the form.
• 1. Please return the duly filled and signed postal ballot form in the envelope enclosed herewith.
• 1. In case of authorized representative of a body corporate, certified true copy of the relevant authorization viz. Board Resolution/ Power of Attorney should be sent along with the Ballot Form.
• 1. Last date for receipt of Postal Ballot Form by Registrar and Share Transfer Agent is Tuesday, July 2, 2019 at 5:00 p.m. (IST).

The e-voting facility will be available during the following voting period:

Commencement of e-voting	End of e-voting
Sunday, June 2, 2019 at 9:00 A.M. (IST)	Tuesday, July 2, 2019 at 5:00 P.M.(IST)

INSTRUCTIONS

• 1. A member desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Registrar and Share Transfer Agent in the attached self-addressed business reply envelope.
• 1. The self-addressed business reply envelope bears the name of the Registrar and Share Transfer Agent appointed by the Board of Directors of the Company.
• 1. This Form should be completed and signed by the Shareholder (as per the specimen signature registered with the Registrar and Share Transfer Agent /Depository Participants). In case of joint holding, this Form should be completed and signed by the first named Shareholder and in his absence, by the next named Shareholder.
• 1. Duly completed Postal Ballot Form should reach the Registrar and Share Transfer Agent not later than 05:00 P.M. on or before Tuesday, July 2, 2019. All Postal Ballot Forms received after this date will be strictly treated as if reply from such Shareholder has not been received.
• 1. There will be only one Postal Ballot Form for every DP ID irrespective of the number of joint Shareholder(s).
• 1. In case of shares held by companies, trusts, societies etc. the duly completed Postal Ballot Form should be accompanied by a certified true copy of Board resolution/authority letter.
• 1. Votes will be considered invalid on the following grounds:
  • a. The Postal Ballot form other than one issued by the company has been used;
  • b. The Postal Ballot Form has not been signed by or on behalf of the Member;
  • c. The signature of the member / authorized representative does not tally with the records of the Registrar & Share Transfer Agent / Depository Participants;
  • d. It is not possible to determine without any doubt the assent or dissent of the Member;
  • e. Neither assent nor dissent is mentioned;
  • f. Any competent authority has given directions in writing to the company to freeze the Voting Rights of the Member;
  • g. The envelope containing the postal ballot form is received after the last date prescribed;
  • h. The postal ballot form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority;
  • i. It is defaced or mutilated in such a way that its identity as a genuine form cannot be established;
  • j. Member has made any amendment to the Resolutions or imposed any condition while exercising his vote.
• 1. Members are requested not to send any paper (other than the resolutions/authority) along with the Postal Ballot Form in the enclosed self—addressed postage prepaid envelope as all such envelopes will be sent to the Registrar & Share Transfer Agent and if any extraneous paper if found in such envelope the same would not be considered and would be destroyed by the Scrutinizer and the Company will not be able to act on the same.
• 1. Postal Ballot Forms which are incomplete or unsigned or defective in any manner are liable to be rejected. The Scrutinizer's decision in this regard shall be final and binding.
• 1. The Company is pleased to offer e-voting facility as an alternate, for all the Shareholders of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. E -voting is optional. The detailed procedure is enumerated in the Notes to the Postal Ballot Notice. Kindly note that the members can opt for only one mode of voting i.e. either Postal Ballot Form or E-voting. However, in case the members cast their vote both by Postal Ballot Form and E-voting, then voting done through valid E-voting shall prevail and the voting done by Postal Ballot Form will be treated as invalid.

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