Shyam Telecom Ltd. — AGM Information 2018

Aug 30, 2018

Corporate office :

A—60, Naraina Industrial Area, Phase-l, New Delhi-110028 (INDIA) TEL. : 91-11—41411070 I71 / 72 FAX : 91-11-25792194 E-mail : investors@shyamtelecom.com Website : www.3hyamtelecom.com

Dated - 30th August, 2018

• 1. The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai — 400001
• 1. Central Depository Services (India) Ltd. Marathon Futurex, A-Wing, 25th Floor, NM Joshi Marg, Lower Parel, Mumbai — 400013
• 1. Indus Portfolio Pvt. Ltd. G-65, Bali Nagar New Delhi — 110015

1. The National Stock Exchange of India Ltd. "Exchange Plaza", C-1 Block G. Bandra Kurla Complex, Bandra East, Mumbai — 400001

2. National Securities Depository Ltd. 4'h Floor, "A" wing, Trade World, Kamala Mills Compound, Lower Parel, Mumbai — 400003

. Sub: Notice of 25th Annual General Meeting and Book Closure

Dear Sirs,

• 1. We wish to inform that the Twenty Fifth (25th) Annual General Meeting (AGM) of Shyam Telecom Limited (Company) will be held at Hotel Sarovar Portico, Plot No. 90, Prince Road, Queens Road, Vaishali Nagar, Jaipur — 302021, Rajasthan on Monday, 24th September, 2018 at 11.00 AM. A copy of the Notice is enclosed herewith pursuant to Regulation 29 of the Securities and Exchange Board of lndia (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations).
• 1. Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Regulation 42 of the Listing Regulations, the Register of Members of the Company and Transfer Books will remain closed from 18'h day of September, 2018 to 24th day of September, 2018 (both days inclusive).
• 1. As per Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Companies Rules, 2014 and Regulation 44 of the Listing Regulations, the Company is providing E-voting facility to the members to cast their votes by electronic means on all the resolutions as set forth in the Notice of 25m AGM. The E-voting facility extended to the members starts on Thursday, 20m September, 2018 (10.00 AM) and ends on Sunday, 23rd September, 2018 (5.00 PM). E-voting instructions are provided in the notes to the Notice.

You are requested to take the same in your records.

Thanking You,

Yours Sincerely..,;.;.;.§,_ ForShyam ' ' ,

Regd. Office : MTS Tower, 3, Amrapali Circle, Vaishali Nagar, Jaipur-302021 (RAJASTHAN) ' INDlA Phone: 91—0141-5100343 Fax: 91-0141-5100310 CIN : L32202RJ1992PLC017750

SHYAM TELECOM LIMITED

CIN: L32202RJ I992PLCO I 7750 Regd. Office: Shyam Tower, 3, Amrapali Circle, Vaishali Nagar,Jaipur — 30202 I, Rajasthan, India Ph.:9l-I4I-5I00343, FAX29l-I4I-5l003 l0 Email Id: investors@shyamtelecom.com,Website: shyamtelecom.com

NOTICE OF THETWENTY FIFTH ANNUAL GENERAL MEETING

TIME: I I.00AM DAY & DATE: Monday, 24th September, 20 I 8 VENUE: Hotel Sarovar Portico, Plot No. — 90, Prince Road, Queens Road, Vaishali Nagar,]aipur — 30202 I , Rajasthan, India

To

The Members

Notice is hereby given that theTwenty FifthAnnual General Meeting (AGM) ofthe Members ofShyamTelecom Limited will be held at Hotel Sarovar Portico, Plot No. — 90, Prince Road, Queens Road,Vaishali Nagar,Jaipur — 30202l, Rajasthan, India on Monday, 24th September, 20 I 8 at I I .00AM to transact the following businesses:

ORDINARY BUSINESS

• I. To consider and adopt theAudited Financial Statements ofthe Company for the Financial Year ended 3 ISt March, 20 I 8 and the Report ofthe Board of Directors andAuditors thereon.
• 1. To appoint a Director in place of Mr. Arun Kumar Khanna, (DIN 0004 I 724),who retires by rotation and being eligible, offers himselffor re-appointment as Director.

SPECIAL BUSINESS

3. APPROVAL OF POWERTOTHE BOARD UNDER SECTION I80 (I) (a) OFTHE COMPANIESACT, 20 I 3

To authorize the Board to Mortgage/Create Charge on properties of the Company for securing Loan and other Financial Assistance and in this regard,to consider and ifthought fit to pass,with orwithout modification,the following Resolution as Special Resolution

"RESOLVEDTHAT in supersession ofthe earlier Resolutions and pursuant to the provisions of Section I 80( I )(a) ofthe Companies Act, 20 I 3 (as amended or re-enacted from time to time) and other applicable provisions if any, the consent of the Members be and is hereby accorded to the Board of Directors to pledge, mortgage, hypothecate and / or charge all or any part of the Movable or Immovable Properties of the Company and the whole or part of the undertaking of the Company of every nature and kind whatsoever and/or creating a floating charge in all or any Movable or Immovable properties ofthe Company and the whole ofthe undertaking ofthe Company to or in favour of Banks, Financial Institutions, Investors and any other Lenders or Debenture Trustees to secure the amount borrowed by the Company or any third party from time to time for the due payment of the principal and/or together with interest, charges, costs, expenses and all other monies payable by the Company or any third party in respect ofsuch Borrowings at any time.

RESOLVED FURTHERTHAT any of the Directors or the Secretary of the Company be and are hereby authorized severally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution."

4. APPROVAL OF BORROWING POWERS TO THE BOARD UNDER SECTION I80 (I) (c) OF THE COMPANIESACT,20I 3

To consider and ifthought fit,to pass,with orwithout modification(s),the following Resolution as Special Resolution:

"RESOLVEDTHAT in supersession ofthe earlier Resolutions and pursuant to the provisions of Section I 80( I )(c) ofthe Companies Act, 20 I 3 (as amended or re-enacted from time to time) and other applicable provisions if any, consent of the Members be and is hereby accorded to Board of Directors ofthe Company for borrowing any sum or sums of monies,for and on behalf ofthe Company from time to time,which together with the Money already borrowed by the Company, (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of its paid up capital,free reserves and securities premium, provided that the total amount so borrowed by the Company shall not exceed Rs.50 Crores (Rupees Fifty Crores only).

RESOLVED FURTHERTHAT any Director orSecretary ofthe Company be and are hereby authorized severally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution."

TO APPROVE THE LIMITS OF LOAN l GUARANTEE l INVESTMENT BY THE COMPANY AS PER SECTION I86(3) OF COMPANIES ACT, 20|3

To consider and ifthought fit,to pass,with orwithout modification(s),the following Resolution as Special Resolution:

"RESOLVED THAT consent of the Members of the Company be and is hereby accorded pursuant to Section I86(3) and other applicable provisions, if any, of the Companies Act, 20l3 and the Rules framed thereunder (including any statutory modification thereof for the time being in force and as may be enacted from time to time),to Board of Directors (hereinafter referred to as "the Board" which term shall be deemed to include any Committee which the Board may constitute for this purpose or any person(s) authorized by the Board),for making investment(s) in excess of limits specified under Section I86 of Companies Act, 20 l 3 from time to time in acquisition of securities of any body corporate or for giving loans, guarantees or providing securities to any body-corporate or other person / entity whether in India or outside India, as may be considered appropriate for an amount not exceeding Rs. 50 Crores (Rupees Fifty Crores only), notwithstanding that such investment and acquisition together with the Company's existing investments in all other Bodies Corporate, Loans and Guarantees given and Securities provided shall be in excess ofthe limits prescribed under Section l86(3),ofthe CompaniesAct,20 l 3.

RESOLVED FURTHERTHAT any Director or Secretary of the Company be and are hereby authorized severally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution."

TO APPROVE THETRANSACTIONSWITH THINK OFTECHNOLOGIES PRIVATE LIMITED, THINK OF US INDIA PRIVATE LIMITED AND VIHAAN NETWORKS LIMITED

To consider and ifthought fit,to pass,with orwithout modification(s),the following Resolution as Ordinary Resolution:

"RESOLVED THAT consent of the Members of the Company be and is hereby accorded pursuant to provisions of Section I88 and other applicable provisions, if any, of the Companies Act, 20 l 3 and the Rules framed there under and pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20 l 5, including any amendment, modification,variation or re-enactment thereof,to Board of Directors ofthe Company to enter into the transactions for sale, purchase of goods,and to provide / avail services to / from the Think ofTechnologies Private Limited, Think of Us India Private Limited andVihaan Networks Limited, related parties,subject to a maximum aggregate transactions as defined in the table below in any FinancialYear with the said related parties.

S. No.	Name of Related Party	Maximum Amount
	Think of TechnologiesPrivate Limited	50 Crores
2	Think of Us India Private Limited	50 Crores
3	Vihaan Networks Limited	6 Crores

RESOLVED FURTHERTHAT any Director or Secretary of the Company be and are hereby authorized severally to do all acts, deeds and things that may be necessary, proper, expedient or incidental forthe purpose ofgiving effect to the aforesaid Resolution."

TOAUTHORIZE FOR MAKING DONATIONTO BONAFIDE CHARITABLEAND OTHER FUNDS

To consider and, ifthought fit,to pass,with orwithout modification(s),the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section |8| of the Companies Act, 20l3, Board of Directors of the Company be and are hereby authorised to contribute and/or donate, from time to time, to any Bonafide Charitable and other Funds, amounts not exceeding in aggregate to all such funds taken together up to a sum of Rs. 50 lakhs (Rupees Fifty lakhs only) during any FinancialYear ofthe Company.

RESOLVED FURTHER THAT any Director or Secretary of the Company be and are hereby authorized severally to do all acts,deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution."

By Order of the Board of Directors For Shyam Telecom Limited Sdl-Saurav Goel Company Secretary

Place: New Delhi Date: | I'hAugust,20|8

NOTES:-

• l. A MEMBER ENTITLED TO ATTEND ANDVOTE ATTHE MEETING IS ENTITLED TO APPOINT A PROXY I PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELFIHERSELF AND THE PROXY/PROXIES NEED NOT BEA MEMBER OFTHE COMPANY. Proxies, in order to be effective, must be received by the Company not less than 48 hours before the commencement ofthe Meeting.
• A person can not act as Proxy for more than Fifty (50) Members and holding in aggregate not more than ten percent of the total share capital of the Company carrying voting rights.A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or Member. A Proxy Form is annexed to this Notice.
• Member/Proxy should bring theAttendance Slip duly filled in for attending the Meeting.
• Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
• The Register of Members and the ShareTransfer Books of the Company will remain closed from |8"' September, 20 | 8 to 24"' September,20 | 8 (both days inclusive).
• The relevant Explanatory Statement pursuant to Section |02 of the CompaniesAct, 20 l 3, in respect of Item nos. 3 to 7 which set out details relating to special businesses at the Meeting, is annexed herewith.
• Members holding shares in physical form are requested to notify to the Company's Registrar and Share Transfer Agent, lndus Portfolio Private Limited, G — 65, Bali Nagar, New Delhi — IIOO l 5, E-mail: rnt@indusinvest.com / cs.anamika@indusinvest.com, Ph: 9l-l l-4767l200, 4767|2|4, Fax: 9l-l l-25449863 quoting their folio number, any change in their Registered Address along with a copy of any one of the Address Proofs i.e.Voter Identity Card, Aadhaar Card, Electricity / Telephone Bill, Driving License, Passport or Bank Statement and for change in bank details along with cancelled Cheque and in case the shares are held in dematerialized form,this information should be passed on to their respective Depository Participants.
• To support the green initiative, Electronic copies of the Annual Report are being sent to all the Members whose e-mail IDs are registered with the Company/ Depository Participant(s) for communication purposes unless any Member has requested for a hard copy of the same. For Members who have not registered their email address, physical copies of the Annual Report are being sent in the permitted mode.
• To support the green initiative, Electronic copy ofthe Notice of this Meeting of the Company inter alia indicating the process and manner of e-voting along with attendance slip and Proxy Form is being sent to all the Members whose e-mail IDs are registered with the Company/Depository Participant(s) for communication purposes unless any Member has requested for a hard copy of the same. For Members who have not registered their e-mail address, physical copies of the Notice of the 25" AGM of the Company inter alia indicating the process and manner of e-Voting along withAttendance Slip and Proxy Form is being sent in the permitted mode. Members may also note that Notice of this Meeting and the Annual Report will also be available on Company's website www.shyamtelecom.com fortheir download.
• Securities and Exchange Board of India (SEBI) has issued SEBI (Listing Obligations and Disclosure Requirements) Fourth Amendment Regulations, 20|8 and amended the provision relating to transfer of Securities of Listed Company.The amendment mandates that a request for transfer of securities shall not be processed unless the Securities are held by the Shareholders in Dematerialized form with the Depository. Further Share in Demat form will increase ease & convenience in the transfer of Securities. The aforesaid amendment is effective from I80 days from the date of SEBI Circular dated 08'" june, 20|8,effective from 05"'December,20|8. Accordingly, you are requested to get your Shares dematerialized on priority basis.
• . Pursuant to SEBI Circular No. SEBIIHOIMIRSDIDOP IICIRIPl20|8I73 dated 20"'April, 20l8, in which SEBI has directed all Listed Companies to update PAN and BANK details of all Shareholders holding Shares in Physical forms through their Registrar and TransferAgent (RTA).Your Company through RTA had already dispatched the Letter seeking the PAN and BANK details of all Shareholders having Physical Shares and now is again requesting the shareholders having shares in physical form to update the PAN and Bank Details with the RTA.
• As a measure of economy, copies ofAnnual Reports will not be distributed at the venue of the AGM. Members are, therefore, requested to bring their own copies ofthe Annual Report to the Meeting.
• Members desirous of asking any questions at the AGM are requested to send in their questions so as to reach the Company's Corporate OfficeAddress at least 7 (Seven) days before the date ofensuingAGM so that the same can be suitably replied to.
• Members/Proxies are welcome at the AGM of the Company. However, the Members/Proxies may please note that no gifts/gift coupons will be distributed at theAGM.
• As per Section 72 of the Companies Act, 20 l 3 the facility for making / varying / cancelling nominations is available to individuals, holding Shares in the Company. Nominations can be made in Form SH. l 3 and any variation / cancellation thereof can be made by giving notice in Form SH. l4, prescribed under the Companies (Share Capital and Debentures) Rules,20 l 4 forthe purpose.
• The Members are requested to furnish a copy of the PAN Card to the Company/ Registrar & ShareTransferAgents while sending the Shares held in physical form fortransfer,transmission,transposition and deletion of name of deceased Member(s).

• Members holding shares in physical form who have not registered their e-mail address so far, are requested to register their email address for receiving all communications includingAnnual Reports, Notices, Circulars etc.from the Company electronically. However, where the Shares are held by the Members in dematerialized form, the same has to be communicated to his/her Depository Participant forthe purpose of receiving any ofthe aforesaid documents in electronic form.
• Members / Proxyholders are requested to carry valid ID proof such as PAN, Voter Card, Passport, Driving License, Aadhaar Card etc. along with the printed attendance slip.
• Disclosure pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20|5 and Secretarial Standard on General Meetings (SS-2), with respect to Directors seeking reappointment/appointment at theAGM is given in theAnnexure to the Notice in addition to the separate Section in the Corporate Governance Report.
• 1. Members desirous ofgetting information from the Company are required to send their queries to the Company at its Corporate Office well in advance so that the same may reach at least l0 days before the date of the Meeting to enable the management to keep the required information readily available at the Meeting.
• 2|. The unclaimed/unpaid dividend for all the previous years had been transferred to the Investor Education and Protection Fund and no claims shall lie against the Company or the said fund in respect ofsuch dividend which remains unclaimed or unpaid for 7 years from the date when they first became due.
• 1. The Shares of the Company are at present listed on Bombay Stock Exchange and National Stock Exchange. Listing Fees to all the Stock Exchanges had been paid up to 3 lst March 20| 9.
• 1. Members may also note that the Notice of theTwenty Fifth AGM and theAnnual Report for 20 l 7- l 8 will also be available on the Company's website www.shyamtelecom.com. The physical copies of the aforesaid documents will also be available at the Registered Office for inspection between | LOG A.M. to LCD PM. on any working day up to the date of the AGM. Even after registering for e-communication, Members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication,the Members may also send requests to the Company's investor email id:investors@shyamtelecom.com
• 1. In compliance with provisions of Section |08 of the Companies Act, 20|3 and Rule 20 of the Companies (Management and Administration) Rules,20 l 4,the Company is pleased to provide Members facility to exercise their right to vote at the 25'hAGM by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (India) Limited (CDSL)

25. Voting through electronic means

The instructions for e-voting are as under:

• In case a Member receives an email from CDSL (for Members whose email IDs are registered with the Company/Depository Participants(s):
  • (i) Launch internet browser by typing the following website:www.evotingindia.com
  • (ii) Click on Shareholders/ Members Login
  • (iii) Now Enter your User ID
    • For CDSL: l6 digits beneficiary lD,
    • For NSDL:8 Character DP lD followed by 8 Digits Client ID,
    • Members holding shares in Physical Form should enter Folio Number registered with the Company.
  • (iv) Enter the character displayed on the lmageVerification and Click on Login.
  • (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, then your existing password is to be used.
  • (vi) lfyou are a first-time userfollow the steps given below:

PAN

Enter your IO-digit alpha-numeric PAN issued by lncomeTax Department (Applicable for both Demat as wellas Physical Shares)'Depository Participant are requested toMembers who have not updatedtheir PAN with the Company/use the first two letters of their name and the 8 digitsof the sequencenumber in the PAN field. SequenceNumber is provided on the website of RTA.'In case the sequence number is less than 8 digits enter the applicable number of 0's before the sequencenumber and after the first two characters ofthe name in CAPITAL letters. E.g.lfyour name is Suresh Kumarwith sequencenumber I then enter SUOOOOOOOI in the PAN field.

Date of Birth orDividend BankDetails

Enter the Dividend Bank Details or Date of Birth in (dd/mm/yyyyformat) as recorded in your demat accountor in the Companyrecords in order to login.please enter the Member id /folio number inlfthe details are not recorded with the depositoryor Companythe Dividend Bank details field as mentioned in instruction (iii).

• (vii) After entering these details appropriately,clickon"SUBMIT" tab.
• (viii) Members holding shares in physical form will then reach directly to the Company selection screen. However, Members holding shares in Demat form will now 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.
• (ix) For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.
• (x) Click on EVSN of"SHYAMTELECOM LIMITED"
• (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO "for voting. Select the optionYES or NO as desired.The optionYES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xii) Click on the"RESOLUTIONS FILE LINK" ifyou 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 out print ofthe voting done by you by clicking on"Click here to print" option on theVoting page.
• (xvi) If Demat account holder has forgotten the changed password then enter the User ID and the imageVerification code and click on Forgot Password & enter the details as prompted by the system.
• (xvii) Members can also cast their vote using CDSL'S mobile app m-Voting available for android based mobiles.The m-voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.
• (xviii) Note for non-individual Members & Custodians
  • O Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
  • 0 They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to helpdesk.evoting@cdslindia.com.
  • 0 After receiving the login details a compliance user should be created using the admin login and password. The Compliance userwould be able to Iinkthe account(s) which they wish to vote on.
  • 0 The list ofaccounts should be mailed to helpdesk.evoting@cdslindia.com and on approval ofthe accounts they would be able to cast their vote.
  • 0 They should upload a scanned copy of the Board Resolution and Power ofAttorney (POA) which they have issued in favour ofthe Custodian, ifany, in PDF format in the system forthe scrutinizer to verify the same.

Points to be Remember:

• A. Once the vote on a Resolution is cast by the Member, he shall not be allowed to change it subsequently or cast the vote again.
• B. Those Members who have not cast their votes by remote e-voting, can cast their vote at the General Meeting by any facility for voting available at the General Meeting.
• C. The voting period begins on 20th September, 20|8 (I0.00 AM) and ends on 23rd September, 20|8 (05.00 PM). During this period Members of the Company, holding Shares either in physical form or in dematerialized form, as on the cut-off date (record date) of I 7th September, 20 I 8, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• D. In case you have any queries or issues regarding e-voting, you may refer the FrequentlyAsked Questions ("FAQs") and evoting manual available atwww.evotingindia.co.in under help Section orwrite an email to helpdesk.evoting@cdslindia.com.
• E. The members can opt for only one mode of voting, i.e. either physically by attending AGM or e-voting. If any member opts for e-voting, he/she will not be eligible to vote physically in AGM.
• 1. Mr. Sandeep Mehra, Practicing Company Secretary, (COP No. - I 5786) has been appointed as the Scrutinizer to scrutinize the e-voting process in afair and transparent manner.

The Results of e-voting shall be declared on or after the AGM of the Company and the Results declared with Scrutinizer Report shall be placed on the Website of the Company i.e. viz. www.shyamtelecom.com and also on the website of CDSL viz. www.cdslindia.com immediately of passing ofthe Resolution oftheAGM ofthe Company.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION I02 OF THE COMPANIESACT,20I3

The following Explanatory Statement forms part ofthe Notice convening the 25thAnnual General Meeting:

Item no.3

To finance the Working Capital requirements and the Capital Expenditure programme, the Company would be required to raise Funds through Borrowings and it may be required to have the Borrowings secured by way of Mortgage and / or Charge on the immovable and movable properties ofthe Company both present and future.

Section I80 (I) (a) of the Companies Act, 20|3 provides inter alia, that the Board of Directors of a Company shall not without the consent of the Company in General Meeting sell, lease otherwise dispose off the whole or substantially the whole of the undertaking of the Company, or where the Company owns more than one undertaking, of the whole or substantially the whole of any such undertakings.

Since the mortgaging by the Company of its immovable and movable properties as aforesaid in favour of Financial Institutions/ Banks may be regarded as disposal of the Company's properties / undertakings, it is necessary for the Members to pass a Resolution under Section I 80( I )(a) ofthe CompaniesAct,20 l 3 for creation ofthe Mortgage/ Charge.

None ofthe Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the aforesaid Resolution.

The Board recommends the Resolution set out in Item No. 3 forthe approval of Members as Special Resolution.

Item no.4

ln pursuance of Section I80 (I) (c) of the Companies Act, 20|3 approval of the members is required to borrow money in excess of the Company's Paid-up Share Capital,its Free Reserves and Securities Premium.

None of the Directors, Key Managerial Personnel (KMP) or their Relatives are concerned or interested in the Resolution except to the extent that he or she is a Director/ KMP or holds less than 2% Shares ofthe Company either directly or indirectly.

The Board recommends the Resolution set out in Item No. 4 forthe approval of Members as Special Resolution.

Item No.5

In order to achieve long term strategic and business objectives, the Board of Directors of the Company proposes to make use of the same by making Investment in other Bodies Corporate or granting Loans, giving Guarantee or providing Security to other persons or other Body Corporate or as and when required.

Pursuant to the provisions of Section I86(3) of the Companies Act, 20|3 and Rules made thereunder, the Company needs to obtain prior approval of Members by way of Special Resolution passed at the General Meeting in case the amount of Investment, Loan, Guarantee or Security proposed to be made is more than the higher of Sixty percent of the Paid up Share Capital, Free Reserves and Securities Premium account or One Hundred percent of Free Reserves and Securities Premium account, whichever is more. Accordingly, the Board of Directors of the Company proposes to obtain approval of Members by way of Special Resolution as contained in the Notice of the AGM for an amount not exceeding Rs. 50 Crores (Fifty Crores only) notwithstanding that such Investments, outstanding Loans given or to be given and Guarantees and Security provided are in excess of the limits prescribed under Section I86 ofthe CompaniesAct,20 l 3.

None of the Directors, KMP or their Relatives are concerned or interested in the Resolution except to the extent that he or she is a Director/KMP or holds less than 2% shares ofthe Company either directly or indirectly.

The Board recommends the Resolution set out in Item No. 5 forthe approval of Members as Special Resolution.

Item No.6

The Audit Committee Members and the Board of Directors of the Company in their respective Meetings held on 29th May, 20|8 approved the Related Party Transactions for sale, purchase of goods and to provide / avail services to / from Think of Technologies Private Limited, Think of Us India Private Limited and Vihaan Networks Limited, related parties, subject to a maximum aggregate transaction upto the limits as defined in the table below in any Financial Year. Under the provisions of Sections I88 of the Companies Act, 20|3 read with Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 20|5 and Companies (Meetings of Board and its Powers) Rules, 20l4, a transaction with a Related Party shall be considered material if the transaction / transactions to be entered into individually or taken together with previous transactions during a Financial Year, exceeds ten percent ofthe annual consolidated turnover ofthe Company as per the lastAudited Financial Statements ofthe Company.

These provisions further provide that all Materially Related Party Transactions shall require approval of the Members through Special Resolution. Since the transactions with Think of Technologies Private Limited,Think of Us India Private Limited and Vihaan Networks Limited are estimated to be around the amount as defined in the table below in any FinancialYear, which exceeds the ten percent of the annual consolidated turnover of the Company as per the audited Financial Statement as on 3lst March, 20l8, the transactions are required to be approved by the Members as Ordinary Resolution.The said transactions are in the ordinary course of business of the Company and wherever required are on a cost plus appropriate mark-up in adherence with the arms-length principle.

S. No.	Name of Related Party	Maximum Amount
1	Think of TechnologiesPrivate Limited	50 Crores
2	Think of Us India Private Limited	50 Crores
3	Vihaan Networks Limited	6 Crores

None of the Directors, KMP or their relatives are concerned or interested in the Resolution except Mr.Arun Kumar Khanna, who may be deemed to be interested in the Resolution by virtue of being relative of Directors of Think of Technologies Private Limited as well asThink of Us India Private Limited and Mr. Rajiv Mehrotra, who may be deemed to be interested in the Resolution by virtue of being on Board of Directors of Vihaan Networks Limited

The Board recommends the Resolution set out in Item No. 6 forthe approval of Members as Ordinary Resolution

Item No.7

As per Section |8| of the Companies Act, 20l3,the Board of Directors of the Company can contribute to bonafide charitable and other funds any amount the aggregate ofwhich, in any FinancialYear shall not exceed 5% of its average net profits,as determined in accordance with the provisions of Section I98 of CompaniesAct,20 l 3 for the three immediately preceding FinancialYears.

As required under Section |8| of Companies Act 20|3 donation of Rs. 50 lakhs (Rupees Fifty lakhs only) requires the sanction/approval of Members in General Meeting.

None of the Directors, KMP or their relatives are concerned or interested in the Resolution except to the extent that he or she is a Director/KMP or holds less than 2% shares ofthe Company either directly or indirectly.

The Board recommends the Resolution set out in Item No. 7 forthe approval of Members as Ordinary Resolution.

ANNEXURE TO ITEM NO. 2 OF THIS NOTICE

Details of Director seeking re-appointment at the forthcoming AGM (in pursuance of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,20 l 5 and Secretarial Standard on General Meetings)

NAME OFTHE DIRECTOR — MR.ARUN KUMAR KHANNA
BASIC DETAILS
Director Identification Number (DIN)	0004 724
Date of Birth	l0th May, 95
Nationality	INDIAN
Date of first appointmenton the Board of Directors of the Company	29'h May, I998
Qualification	B. Com, LL. B
Memberships / ChairmanshipsofAudit and Stakeholders' RelationshipCommittees across Public Companies	NIL

LIST OF DIRECTORSHIPS HELD IN OTHER COMPANIES (EXCLUDING FOREIGN, PRIVATE AND SECTION 8 COMPANIES)

-AK Skill Developers Limited

BRIEF RESUME AND AREA OF EXPERTISE

Mr. Arun Kumar Khanna, Non-Executive Director, was inducted on the Board in I998 as Director. He is associated with various reputed institutions like Confederation of India Industries, Indian Institute of Bankers, Indian Institute of Material Management, and Electronics and Computer Software Export Promotion Council. He had been the President ofTelecom ManufacturersAssociation (TEMA). He is responsible for overall operations of the Company including Project Implementation, Cash Flow Management, liaison with DoT, Defense, Railways, Government Departments and various Public and Private Sector Organizations. He actively participates in the activities ofvariousAssociations, Institutions, Banks,and Councils ofwhich he is a Member.

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Form No. MGT I I PROXY FORM

[Pursuant to Section l05(6) ofthe Companies Act, 20 l 3 and Rule l9(3) of the Companies (Management andAdministration) Rules, 20 I 4] SHYAM TELECOM LIMITED

CIN: L32202Rj |992PLCO | 7750

Regd. Office: Shyam Tower, 3,Amrapali Circle,Vaishali Nagar, Jaipur 30202l, Rajasthan, India

Ph.: 9|-|4|-5|00343, Fax: 9l-l4l-5 |003 IO E-mail id: investors@shyamtelecom.com

Name of the
Address :
Folio No. :
DP Id :
Client Id :

/We being the members(s) ofshares of Shyam Telecom Limited, hereby appoint:
Name:	Name:	Name:
Address:	Address:	Address:
Email Id:	Email Id:	Email Id:
or failing him/herSignature,	or failing him/herSignature,	Signature,

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the 25th Annual General Meeting of the Company, to be held on September 24'",20 l8 at l | .00 AM at Hotel Sarovar Portico, Plot No.90, Prince Road, Queens Road,Vaishali Nagar,]aipur-30202 I, Rajasthan, India and at any adjournment thereof in respect of such resolutions as are indicated below:

** | wish my above proxy to vote in the manner as indicated in the box below:

Resolutions for/Against

NO.	RESOLUTIONS	FOR	AGAINST
	Ordinary Business
I.	Consideration and adoption of the Audited Financial Statements of the Company for
	the financial year ended 3 St March, 20 8
.N	Re-appointment of Mr. Arun Kumar Khanna Director retiring by rotation
	Special Business
	Approval of Powers to the Board under Section I80 (I) (a) of the Companies Act, 20l3
	Approval of Borrowing Powers to the Board under Section I80 (I) (c) of the Companies Act, 20l3
	Approval of limits of Loan / Guarantee / Investment by the Company Section I86 of the Companies Act, 20 l 3.
9'99!"	Approval of Related Party Transactions with Think ofTechnologies Private Limited,Think of Us
	India Private Limited and Vihaan Networks Limited
7-	Authorization for making donation to Bonafide Charitable and other Funds.
day of20 8.*Signed this			AffixRevenueStamps

Signature of Member

NOTES:

This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the schedule time ofthe Meeting.

1. A Proxy need not be a Member ofthe Company.

2. A person can act as a proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than l0% of the total share capital of the Company carrying voting rights.A Member holding more than l0% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or Member.

. >"This is only optional. Please put a 'X' in the appropriate column against the Resolutions indicated in the Box. If you leave the 'For' or 'Against' column blank against any or all the Resolutions,your Proxy will be entitled to vote in the manner as he/she may deem appropriate.

U1 . In case ofjoint holders,the signature ofany one holderwill be sufficient,but names ofall the joint holders should be stated

. This form of proxy will be valid only if it is duly complete in all respects, properly stamped and submitted as per the applicable law. Incomplete form or forms which remains unstamped or inadequately stamped orform upon which the stamps have not been cancelled will be treated as invalid

\I . Undated proxy form will not be considered valid.

. If Company receives multiple proxies forthe same holding ofa Membenthe proxy which is dated last will be considered valid;ifthey are not dated or bearthe same date without specific mention oftime,all such multiple proxies will be treated as invalid

ATTENDANCE SLIP

(Please complete this attendance slip and hand it over at the entrance of the meeting hall)

Name & Address	Folio No.	DP ID #	Client ID #	No. of Shares Held

Applicable for members holding shares in dematerialized form.

INVe R/o .. hereby record my/our presence at the 25'hAnnual General Meeting of the Company held on September 24'", 20|8 at l l :00 AM at Hotel Sarovar Portico, Plot no. 90, Prince Road, Queens Road, VaIshaII Nagar, Jaipur — 30202l, Rajasthan.

Signature of Member/ Proxy

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ROUTE MAP OF THE VENUE OF ANNUAL GENERAL MEETING

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