SONAM LIMITED — AGM Information 2019

Aug 2, 2019

Date :29/07l2lt9

To, The Manager, Listing Department, Natronal Stock Exchange of Indie Ljmited 'Exchange Plaza' , C- Black -G Ba ndra ku rla Complex, Ba nd ra (East) Mumbai - 400051

SYMBOL: SONAMCLOCK

Dear 5ir/ Madam,

SUB: PURSUANT TO REGUTATION 42 & 44lt) OF SEB| (LODR) REGULATION 2015, (LISTING REGUTATTONS ) READ WrTH SEB| (LODR) (AMENDMENTS ) REGULAT|ONS,2018. tNTtMATtON OF BOOK CLOSER&E-VOTING

With reference to above caption subject, we here by inform you that l.8th Annual General Meeting of Company of Sonam Clock Limited will be Held on Tuesday 27'h August,2019 at 11 A.M. atthe registered office of company situated at Survey No. 337/P, Morbi - Rajkot Highway, Lajai, Tal. Tankara, Dist. Morbi, GuJarat - 363641.

The register of member & share transfer book will remain closed from 21.08.2019 to 27.08.2019 (both the days inclusive) for the purpose Annual General Meeting & Payment of Dividend to equity Sha reholders.

The company has provided facility to its share holders the facility to cast their vote by electronic means i.e. remote e - voting on all the resolutions set forth in the notice of 1.8'" Annual General Meeting.

Sonam Glock Limited

CIN : U333O2GJ20O'1PLC039689

The details of remote e voting given below.

Sr.No.	Particulars	Date
	Date & Time of start of remote e-voting	Saturday, August 24, 2019 (9:30 A.M.)
	Date & Time of end of remote e-voting	Monday, August 26, 2019 (5:00 P.M.)
	Cut-off date for deterring rights of entitlement of	Tuesday, August 20, 2019 as cut-off date
	remote $e$ – voting

Kindly take the same on your records

By the order of Board For, Sonam Clock Limited

AMIT J VAGHJIYANI $C.F.O$

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

NOTICE TO MEMBERS

Notice is hereby given that the 18th Annual general meeting of members of Sonam Clock Limited ((Formerly known as Sonam Clock Private Limited) will be held on Tuesday, August 27, 2019 At 11.00 A.M., At The Registered Office Of The Company Situated At Survey No. 337/P, Morbi - Rajkot Highway, Lajai, Tal. Tankara, Dist. Morbi, Gujarat - 363641 to transact the following Business:

ORDINARY BUSINESS:

ITEM NO. 1 - ADOPTION OF FINANCIAL STATEMENTS

To consider and if thought fit, to Pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED that the Board's Report, the Statement of Profit and Loss and the Cash Flow Statement for the Financial Year ended March 31, 2019 and the Balance Sheet as at that date, including the Financial Statements, together with the Independent Auditors' Report thereon be and are hereby considered, approved and adopted."

ITEM NO. 2 - RE-APPOINTMENT OF MRS. DEEPABEN JAYESHBHAI SHAH (DIN: 01981533) AS A DIRECTOR LIABLE TO RETIRE BY ROTATION

To consider and if thought fit, to Pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED that pursuant to Section 152 of the Companies Act 2013 and other applicable provisions, if any, Mrs. Deepaben Jayeshbhai Shah (DIN:01981533) who retires by rotation and being eligible, offers herself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation."

ITEM NO. 3 - TO CONFIRM THE FINAL DIVIDEND FOR THE F.Y. 2018-19

To confirm & approve the Equity dividend declared for the financial year 2018-19 in the board meeting held on 28th May, 2019 and to approve the final equity dividend for the financial year 2018-19.

"RESOLVED THAT dividend at Rs. 0.5 per equity shares of Rs. 10/- each (@5%) on fully paid-up of the Company be and is hereby declared for the financial year ended 31st March, 2019 and the same be paid as recommended by the Board of Directors of the Company, out of the Profits of the Company for the financial year ended 31st March. 2019."

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

By Order of the Board of Directors, For, SONAM CLOCK LIMITED

Registered Office: Survey No. 337/p, Morbi - Rajkot Highway, Lajai, Tal. Tankara, Dist. Morbi, Gujarat - 363641

Amitbhai Jamnadas Vaghajiyani Chief Financial Officer

NOTES:

Date: 29.07.2019

Place: Lajai

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF COMPANY.

Pursuant of Section 105 of the Companies Act, 2013 read with Rule 19 of the Companies (Management and Administration) Rules, 2014 a person can act as proxy on behalf of members not exceeding fifty (50) and holding in the 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 shareholder.

• 1. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy need not be a member of the Company. The instrument 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 commencement of the Annual General Meeting. The proxy form is enclosed herewith the Notice.
• 1. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 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.
• 1. Members Holding Equity Shares In Electronic Form, And Proxies Thereof, Are Requested To Bring Their DP ID AND CLIENT ID FOR IDENTIFICATION. Members are requested to bring their Attendance Slip along with copies of their Annual Report at the meeting
• 1. Member / proxy holder shall hand over the attendance slip, duly filled in all respect, at the entrance for attending the Meeting along with a valid identity proof such as the PAN card, passport. AADHAR Card or driving license.

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

• 1. During the period beginning 24 hours before the time fixed for the commencement of Meeting and ending with the conclusion of the Meeting, a Member would be entitled to inspect the proxies lodged at any time during the business hours of the Company. All documents referred to in the notice and other statutory registers shall be available for inspection by the Members at the registered office of the Company during office hours on all working days between 11.00 a.m. and 4.00 p.m. on all days except Saturdays, Sundays and public holidays, from the date hereof up to the date of the Meeting and at the venue of the Meeting for the duration of the Meeting.
• 1. In case of joint holders attending the meeting, only such joint holder who presides in the order of name will be entitled to vote.
• 1. Members are requested to advise immediately any change in their address to the Company.
• 1. Shareholders may be aware that the Companies Act, 2013, permits service of the Notice of the Annual General Meeting through electronic mode. In view of the above, the Company would communicate the important and relevant information, events and send the documents including the intimations, notices, annual reports, financial statements etc. in electronic form, to the email address of the respective Member. To support green initiative of the Government in full measure, Members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses in the following manner: The shareholders who are holding shares in demat form and have not yet registered their email IDs with their Depository Participant are requested to register their e-mail address at the earliest. Electronic copy of the Annual Report including Notice of the 18thAnnual General Meeting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are registered with the Company/Depository Participant(s) for communication purposes. However, those members who desire to have a physical copy may by making a specific request quoting their Folio No./Client ID & DP ID to Company or to R & T Agents. For members who have not registered their email IDs, physical copies of the Annual Report are being sent in the permitted mode. The Annual Report of the Company will also be made available on the company's website www.sonamquartz.com.
• 1. Book Closure for Final Dividend and AGM: Register of Members and Transfer Books will remain closed form August 21, 2019 to August 27, 2019 (both days inclusive) for the purpose of AGM and to determine entitlement of dividend on equity shares. The dividend will be paid to those shareholder whose name appears on the 'Register of members' of the company as at the end of business hours on $20th$ August, 2019. The dividend as recommended by the Board of directors and if declared at the Annual General Meeting will be paid within the specified time limit.
• 1. Non-Resident Members: Non Resident Indian Members are Requested to Inform Registrar And Transfer Agents, Immediately of:
  • A. Change In Their Residential Status On Return To India For Permanent Settlement Sonam Clock Limited

CIN: U33302GJ2001PLC039689

B. Particulars Of Their Bank Account Maintained In India With Complete Name, Branch, Account Type, Account Number, IFSC Code, MICR No. And Address Of The Bank, If Not Furnished Earlier, To Enable Corporation To Remit Dividend To The Said Bank Account Directly.

12. Unclaimed Dividends:

In view of the above mentioned regulation, the Members who are yet to encash the earlier dividend(s) warrants are advised to send requests for duplicate dividend warrants in case they have not received/ not enchased the Dividend Warrants for financial years 2018-19and/or send for revalidation the unencashed Dividend Warrants still held by them to the Registrars and Transfer Agents of the Company. List of the share holders whose Dividend is unclaimed Available at Company's Website www.sonamquartz.com.

13. Registrar and Transfer Agents:

The address of Registrars and Transfer Agents of the Company is as follows: Register and share transfer M/s. Big Share Service's PVT. LTD. Bharat Tin Works Building, 1st Floor, Opp. Vasant Oasis, Makwana Road, Andheri - East, Mumbai - 400059. Unit: Sonam Clock LTD.

• 1. Information as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to Brief resume of Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold Directorships and the Memberships of Board Committees, shareholding and relationships between directors inter-se as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Annexure-A to this Notice.
• 1. Members desirous for any information or queries on accounts / financial statements or relating thereto are requested to send their queries at least seven days in advance to the Company at its registered office address to enable the Company to collect the relevant information and answer them in the Meeting.
  • 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 and Rules 20 and 21 ofCompanies (Management and Administration (Rules), 2014 as amended from time to time andpursuant to Regulation 44 of SEBI (LODR), 2015 the Company is pleased to provide the shareholders of the company facility to exercise their right to vote by electronic means for theresolution set forth in this notice through remote E- voting services provided by NSDL. The detail instructions for E-Voting are annexed to this Notice separately.

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

• 1. Shareholders are also informed that voting shall be by E -voting system or ballot or polling paper shall be available at the meeting who have not already cast their vote by remote evoting shall be exercise their right at the meeting.
• 1. However, the shareholders who have cast their vote by remote E-Voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.
• 1. The Board of Directors of the Company has appointed, Ms. Dhara Patel, Practicing Company Secretaries, Ahmedabad as the Scrutinizer who will collate the electronic voting process in a fair and transparent manner. The scrutinizer shall, immediately after the conclusion of voting at the 18thAnnual General Meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company and make within a period not exceeding 48 hours from the conclusion of Annual General Meeting, a consolidated scrutinizer's report of the total votes cast in favor or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same and declare the result of the voting forthwith. The result declared along with scrutinizer's Report shall be placed on Company's website www.sonamquartz.com besides communicating the same to NSDL and Big Share Services Private Limited., Registrar and Share transfer Agents on the said date and also to National Stock Exchange, Emerge Platform where the shares of the Company are listed.
• 1. The voting period starts from 24th August, 2019 (9:30 A. M.) to 26th August, 2019 (5:00 P.M.), During this period share holder of company may cast their vote electronically. The evoting module shall also be disabled for voting thereafter on 26th August, 2019 (5:00 P.M.). Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 20th August, 2019. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e. 20th August, 2019, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or cs@sonamquartz.com.

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

1. Route Map to the Venue of the 18th Annual General Meeting provided at the end of this Notice.

22. PROCEDURE OF EVOTING:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is:(NSDL or CDSL) or Physical
a) For Members who hold shares in	8 Character DP ID followed by 8 Digit
demat account with NSDL.	Client ID
	For example if your DP ID is IN300***and Client ID is 12****** then your userID is IN30012***.
b) For Members who hold shares in	16 Digit Beneficiary ID

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

demat account with CDSL.	For example if your Beneficiary ID is12 ************** then your user ID is12**************
Physical Form.	c) For Members holding shares in EVEN Number followed by Folio Numberregistered with the companyFor example if folio number is 001***and EVEN is 101456 then user ID is101456001***

• 1. Your password details are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • If your email ID is registered in your demat account or with the company, $(i)$ your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • If your email ID is not registered, your 'initial password' is communicated $(ii)$ to you on your postal address.
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • Click on "Forgot User Details/Password?" (If you are holding shares in your demat $a)$ account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.

1. After you click on the "Login" button, Home page of e-Voting will open. Details on Step 2 is given below:

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

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your. vote.

General Guidelines for shareholders

• 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to sendscanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to csdharapatel@gmail.com with a copy marked to evoting@nsdl.co.in.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

Registered Office:

Survey No. 337/p, Morbi - Rajkot Highway, Lajai, Tal. Tankara, Dist. Morbi, Gujarat - 363641

By Order of the Board of Directors, For, SONAM CLOCK LIMITED

Amitbhai Jamnadas Vaghajiyani Chief Financial Officer

Date: 29.07.2019 Place: Lajai

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

ANNEXURE - A

DETAILS OF DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT AT THE 18TH ANNUAL GENERAL MEETING IN PURSUANCE OF PROVISIONS OF THE COMPANIES ACT, 2013 & REGULATION 36 (3) OF SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

Name of Director	Deepa Jayesh Shah
Date of Birth	20/02/1969
Date of Appointment	21/06/2001
Expertise in specific Functional Areas	Management & Administration Activity
Qualifications	M.Com
Directors in other PublicCompanies	Nil
Other Positions	Nil
Membership of Committees in other unlisted PublicCompanies	Nil
Shares held in the Company	4.80% (480000 Shares)

Sonam Clock Limited

CIN: U33302GJ2001PLC039689

Sonam Clock Limited

CIN: U33302GJ2001PLC039689