SONAM LIMITED — AGM Information 2021

Aug 20, 2021

Event	Date	Time
Cutoff date to vote	7 th September, 2021
Book Closure Date for AGM	$8^{\text{th}}$ September, 2021 to 14 th
	September, 2021 (both days
	are inclusive)
AGM	14 th Septemebr, 2021	04:00 p.m.

SONAM CLOCK LIMITED

Registered Office: Survey No. 337/p, Morbi Rajkot Highway, Lajai, Tal. Tankara, Dist. Morbi-363641 Email Id: info@sonamquartz.com CIN: L33302GJ2001PLC039689 Website: www.sonamquartz.com Contact No: +91 2822285017, Fax: +91 2822285987

NOTICE TO MEMBERS

Notice is hereby given that the 20th Annual General Meeting of the Members of SONAM CLOCK LIMITED (Formerly known as Sonam Clock Private Limited) will be held on Tuesday, 14th September, 2021 at 04:00 P.M. IST through video conferencing ("VC") /Other Audio Visual Means ("OAVM") to transact the following businesses:

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:

To receive, consider and adopt the Audited Financial Statement for the financial year ended on March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon.

"RESOLVED THAT the Board's Report with Annexure, the Statement of Profit and Loss and the Cash Flow Statement for the Financial Year ended March 31, 2021 and the Financial Statement as at that date together with the Independent Auditors' Report thereon be and are hereby considered, approved and adopted."

ITEM NO. 2 TO APPOINT MR. HARSHIL JAYESHBHAI SHAH (DIN:07230243)AS A DIRECTOR OF THE COMPANY BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT:

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, Mr. Harshil Jayeshbhai Shah (DIN: 07230243) who retires by rotation and being eligible, offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation."

SPECIAL BUSINESS:

ITEM NO: 3: TO INCREASE REMUNERATION OF MR. HARSHIL JAYESHBHAI SHAH:

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

"RESOLVED THAT pursuant to Sections 2(78), 197 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 ("including any statutory modification(s) or re-enactment thereof, for the time being in force) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and rules made there under and subject to the provisions of Articles of Association of the Company, consent of members of the Company, be and is hereby accorded approval for increase of remuneration of Mr. Harshil Jayeshbhai Shah (DIN: 07230243) upto Rs. 10,00,000 (Rupees Ten Lakhs only) per month which includes all perquisites w.e.f. 01.10.2021, however director can draw lower remuneration than maximum looking to adequacy of profit and fund if any required for expansion of the business operations and to alter and vary the terms and conditions in such manner as may be agreed by and between the Board and Mr. Harshil Jayeshbhai Shah (DIN: 07230243), subject to overall ceiling of remuneration stipulated in sections 2(78) and 197 read with Schedule V of the Act."

"RESOLVED FURTHER THAT in the event of absence or inadequacy of profits of the company in any financial year, the aforesaid remuneration shall be paid as minimum remuneration to Mr. Harshil Jayeshbhai Shah (DIN: 07230243)."

"RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to alter and vary the aforesaid terms as to remuneration within the ceiling limits as mentioned aforesaid."

"RESOLVED FURTHER THAT subject to the limits contained in Section – 197 read with Schedule V of the Companies Act, 2013, Mr. Harshil Jayeshbhai Shah (DIN: 07230243), Director, be paid remuneration as remuneration terms recommended by the Board and also mentioned below :

I. REMUNERATION:

Rs. 10,00,000 (Rupees Ten Lakhs only) per month subject to revision from time to time.

II. REMUNERATION IN THE EVENT OF LOSS OR INADEQUACY OF PROFITS:

Where in any financial year, the Company has no profits or its profits are inadequate, the foregoing amount of remuneration which includes all incentives shall be paid subject to the maximum limits prescribed under Schedule V of the Companies Act, 2013.

"RESOLVED FURTHER THAT the remuneration including all benefits, amenities and perquisites shall nevertheless be paid and allowed to Mr. Harshil Jayeshbhai Shah (DIN: 07230243), as minimum remuneration for any financial year in case of absence or inadequacy of profits for such year, subject to the provisions prescribed under Section 197 read with Schedule V to the Companies Act, 2013 and rules framed there under and any other applicable provisions of the Act or any statutory modification or re-enactment thereof."

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such Acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution and to file necessary E Forms with Registrar of Companies."

Date: 18.08.2021 Place: Lajai

By Order of the Board of Directors, SONAM CLOCK LIMITED

Registered Office:

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

Sd/- Milankumar S. Ganatra Company Secretary

NOTES:

• 1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 physical attendance of the Members to the AGM venue is not required and annual general meeting (AGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. In compliance with the provisions of the Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the 20thAGM of the Company is being held through VC / OAVM.
• 1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• 1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended) and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.
• 1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020 and SEBI Circular dated May 12, 2020 and January 15, 2021, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Notice of the AGM along with the Annual Report 2020-21 can also be accessed from the websites of the Stock Exchanges i.e. National Stock Exchange Limited at www.nseindia.com or Website of company at www.sonamquartz.com.
• 1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.
• 1. The relevant details pursuant to regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is annexed with the notice.
• 1. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to csdharapatel@gmail.com (Scrutinizer), cs@sonamquartz.com (Company) and with a copy marked to evoting@nsdl.co.in.
• 1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participant in case the shares are held by them in electronic form.
• 1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website www.sonamquartz.com. Members are requested to submit the said details

to their Depository Participant in case the shares are held by them in electronic form.

• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
• 1. With a view to serving the Members better and for administrative convenience, an attempt would be made to consolidate multiple folios. Members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the Company to consolidate their holdings in one folio.
• 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. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form.
• 1. Pursuant to the provisions of Section 91 of the Companies Act, 2013 the Register of Members and Share Transfer Books of the Company will remain close from Wednesday, 8 th September, 2021 to Tuesday, 14th September, 2021 (both days inclusive) in connection with the Annual General Meeting.
• 1. The Company or its Registrars and Transfer Agents, BIGSHARE SERVICES PRIVATE LIMITED cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participants.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts.
• 1. Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.
• 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
  • 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
• 1. The Company has fixed Tuesday,7th September,2021 as the cut-off date/entitlement date for identifying the Shareholders for determining the eligibility to vote in the Meeting.
• 1. Ms. Dhara Patel, Company Secretary in Practice (M. No: 29198, COP No.:10979) has been appointed as a Scrutinizer to scrutinize the voting and process for the Annual General Meeting in a fair and transparent manner.
• 1. The Explanatory Statement, pursuant to section 102 of the companies Act, 2013 setting out facts concerning the business under Item no.3 attached with the notice.
• 1. 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. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.

• 26. The Instructions for members for remote E-Voting are As under:-

The remote e-voting period begins on Saturday, 11th September, 2021 at 09:00 A.M. and ends on Monday, 13th September, 2021 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 7 th September,2021 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 7 th September,2021.

How do I vote electronically using NSDL e-Voting system?

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

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
IndividualShareholdersholdingsecuritiesindematmode with NSDL.	1.If you are already registered for NSDL IDeAS facility,please visit the e-Services website of NSDL. Open webbrowserbytypingthefollowingURL:https://eservices.nsdl.com/eitheronaPersonalComputer or on a mobile. Once the home page of eServices is launched,click on the "Beneficial Owner"iconunder "Login" which is available under "IDeAS"section. Anew screen will open. You will have to enter your User IDand Password. After successful authentication, you will beable to see e-Voting services. Click on "Access to e-Voting"under e-Voting services and you will be able to see eVoting page. Click on options available against companyname or e-Voting service provider -NSDL and you will bere-directed to NSDL e-Voting website for casting your voteduring the remote e-Voting period or joining virtualmeeting & voting during the meeting.
	2.If the user is not registered for IDeAS e-Services, option toregister is available at https://eservices.nsdl.com. Select"Register Online for IDeAS"Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.Visit the e-Voting website of NSDL. Open web browser bytyping the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once thehome page of e-Voting system is launched, click on theicon"Login"whichisavailableunder'Shareholder/Member' section. A new screen will open.You will have to enter your User ID (i.e. your sixteen digitdemat account numberheld with NSDL), Password/OTPand a Verification Code as shown on the screen. Aftersuccessful authentication, you will be redirected to NSDLDepository site wherein you can see e-Voting page. Clickon options available against company name or e-Votingservice provider -NSDLand you will be redirected to eVoting website of NSDL for casting your vote during theremote e-Voting period or joining virtual meeting & votingduring the meeting.

Individual	1.	Existing users who have opted for Easi / Easiest, they can
Shareholders holding		login through their user id and password. Optionwill be
securities in demat		made available to reach e-Voting page without any
mode with CDSL		further authentication. The URL for users to login to Easi /
		Easiest arehttps://web.cdslindia.com/myeasi/home/login
		or www.cdslindia.comand click on New System Myeasi.
	2.	After successful login of Easi/Easiest the user will be also
		able to see the E Voting Menu. The Menu will have links
		of e-Voting service provider i.e. NSDL.Click on NSDLto
		cast your vote.
	3.	If the user is not registered for Easi/Easiest, option to
		register is available at
		https://web.cdslindia.com/myeasi/Registration/EasiRegist
		ration
	4.	Alternatively, the user can directly access e-Voting page
		by providing demat Account Number and PAN No. from a
		link in www.cdslindia.comhome page. The system will
		authenticate the user by sending OTP on registered
		Mobile & Email as recorded in the demat Account. After
		successful authentication, user will be provided links for
		the respective ESP i.e. NSDLwhere the e-Voting is in
		progress.
Individual		You can also login using the login credentials of your demat
Shareholders (holding		account through your Depository Participant registered with
securities in demat		NSDL/CDSL for e-Voting facility. Once login, you will be able to
mode) login through		see e-Voting option. Once you click on e-Voting option, you will
their depository		be redirected to NSDL/CDSL Depository site after successful
participants		authentication, wherein you can see e-Voting feature. Click on
		options available against company name or e-Voting service
		provider-NSDLand you will be redirected to e-Voting website of
		NSDL for casting your vote during the remote e-Voting period or
		joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
IndividualShareholdersholdingsecurities in demat mode withNSDL	Members facing any technical issue in login cancontact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 18001020 990 and 1800 22 44 30
Individual Shareholders holdingsecurities in demat mode withCDSL	Members facing any technical issue in login cancontact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022-23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP 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 indemat account with NSDL.	8 Character DP ID followed by 8 DigitClient IDFor example if your DP ID is IN300***and Client ID is 12****** then youruser ID is IN30012***.
b) For Members who hold shares indemat account with CDSL.	16 Digit Beneficiary IDFor example if your Beneficiary ID is12************** then your user IDis 12**************
c) For Members holding shares inPhysical Form.	EVENNumberfollowedbyFolioNumber registered with the companyFor example if folio number is 001***

• 1. Password details for shareholders other than Individual shareholders 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'?
    • (i) If your email ID is registered in your demat account or with the company, 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'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered
• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat 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.
  • 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 etc.
  • 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.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 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.
• 7. 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 send scanned 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 section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to NSDL at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (selfattested scanned copy of Aadhar Card) to (cs@sonmaquartz.com). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.
• 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
• 1. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.
• 1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.
• 1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

• 1. Members are encouraged to join the Meeting through Laptops for better experience.
• 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
• 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at (cs@sonamquartz.com). The same will be replied by the company suitably.

ANNEXURE TO THE NOTICE DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT AT THE 20THANNUAL GENERAL MEETING [PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015]

Name of Director	Harshil Jayeshbhai Shah
Date of Birth	29.11.1996
Age	23 year
Date of Appointment	30.06.2020
Expertise in specific Functional Areas	Having3years' experience in the field ofProduction and Design of various wallclocks
Qualifications	H.S.C.
Directors in other Public Companies	--
Other Positions	NIL
Membership of Committees in other	Sonam Clock Limited
unlisted Public Companies	-Nominationandremuneration
	Committee Member
	-CorporateSocialResponsibility
	Committee Member
Inter Relationship	Relative (Son) of Jayeshbhai C. Shah and
	Deepaben J. Shah
Shares held in the Company as at 31stMarch,2021	100 Equity Shares (0.0001%)

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

The following statement sets out all material facts relating and the special businesses mentioned in the accompanying Notice:

ITEM NO: 3: TO INCREASE REMUNERATION OF MR. HARSHIL JAYESHBHAI SHAH:

Mr. Harshil Jayeshbhai Shah was appointed as additional director in SONAM CLOCK LIMITED w.e.f. 30th June, 2020 and confirmed as director w.e.f. 8th August,2020. Keeping in view that Mr. Harshil Jayeshbhai Shah having more than 3 years' experience in the field of Production and Design of various wall clocks and so the Board of Directors of the Company at their Meeting held on 18th August, 2021 had approved to increase in remuneration of Mr. Harshil Jayeshbhai Shah as set out in the Resolution subject to the approval of shareholders at the Annual General meeting.

Mr. Harshil Jayeshbhai Shah may deem to be concerned or interested, financially or otherwise, in respect of his remuneration. Mr. Jayeshbhai Chhabildas Shah, Managing Director and Mrs. Deepaben Jayeshbhai Shah, Whole time Director of the Company, are relatives of Mr. Harshil Jayeshbhai Shah to the extent of their shareholding interest in the Company.

Save and except as above, none of the other Directors of the Company and their respective relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

STATEMENT PURSUANT TO CLAUSE (B) OF SECTION II OF PART-II OF SCHEDULE V OF THE COMPANIES ACT, 2013

1.	Nature of Industry	Wall Clock Industry
2.	Date or Expected Date of	The Commercial production is already started.
	Commencementof
	Commercial Production
3.	IncaseofNew	Not Applicable
	Companies, expected date
	ofcommencementof
	activities as per project
	approvedbyfinancial
	Institutions appearing in
	the prospectus.
4.	Financialperformance	Particulars	2020-21	2019-20
	based on given indicators.		(Rs. In Lacs)	(Rs. In Lacs)
		Total Income	7972.11	6036.76
		Profit Before Tax,	784.62	693.28
		Financial Cost and
		Depreciation
		Depreciation	134.40	120.06
		Finance Cost	197.67	171.57
		Profit Before Tax	449.92	401.65

I. GENERAL INFORMATION

		Tax	117.58	116.44
		Profit After Tax	332.34	285.21
		Equity Capital	1000.8	1000.8
		1,00,08,000 Equity
		Share Capital
		Earnings per share (Rs.)	3.32	2.85
5.	Export performance based	Particulars	2020-21	2019-20
	on given indicators.		(Rs. In Lacs)	(Rs. In Lacs)
		Foreign Exchange	1544.95	1681.02
		Earning
		Foreign Exchange	--	--
		Outgo
6.	ForeignInvestmentsor	The Company did not have any foreign Investments

II. INFORMATION ABOUT THE APPOINTEE:

1. Background Details:

Mr. Harshil Jayeshbhai Shah has completed his higher secondary education. He has invested his efforts, dedication, Knowledge, and experience in the clock industry. He is one of the member promoter groups of the company. He has 3 years' experience in the clock industry. He is a visionary entrepreneur who is well versed with industry.

2. Recognition or awards:

Mr. Harshil Jayeshbhai Shah is well recognized for his visionary and entrepreneur skill in managing business activities and has been efficiently managing overall affairs of the Company.

3. Job Profile and his suitability:

In the capacity of Director of the Company Mr. Harshil Jayeshbhai Shah shall be responsible for handling production department and providing overall handling of affairs of the Company's as well as operations or such other roles and responsibilities as may be assigned to him by the Board from time to time.

4. Remuneration proposal:

Remuneration upto Rs. 10,00,000/- (Rupees Ten lakhs only) per month inclusive of all perks and facilities.

5. Comparative remuneration profile with respect to Industry, size of the company, profile of the position and person.

Since the Company is involved in variety of products, it would not be possible to compare the remuneration in similar type of Industry.

6. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any.

Mr. Harshil Jayeshbhai Shah along with his relatives holding more than 70% of the equity shares capital of the company. Accordingly, he may be deemed having pecuniary relation, directly and indirectly, with the company.

III. OTHER INFORMATION:

1. Reasons of Loss or Inadequate Profits:

Company is primarily engaged in clock industry for dealing in securities wherein margins remain stretched.

2. Step taken or proposed to be taken for improvement:

Focus has been placed to increase more customers so as to increase the sales turnover of the Company and this will result into increase in the profit of the Company.

3. Expected increase in productivity and profit in measurable terms:

Looking at the past performance and efforts being made during the year, the Company is expecting to achieve at least current growth.

Mr. Jayeshbhai C. Shah, Mrs. Deepaben J. Shah and Mr. Harshil Jayeshbhai Shah are concerned or interested in the resolution.

The Board recommends the resolution set out at Item No. 3 of the notice for approval by the shareholders to be passed as a Special Resolution at Annual General meeting.

Date: 18.08.2021 Place: Lajai

By Order of the Board of Directors, SONAM CLOCK LIMITED

Registered Office:

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

Sd/- Milankumar S. Ganatra Company Secretary