TARRIF CINE & FINANCE LIMITED

CIN: L65990MH1985PLC035268 Regd. Off. : Ground Floor. Binani Bhavan. 28/30, An ant Wadi, Bhuleshwar, Mumbai - 400 002. Tel: 22014001, Fax: 2201 4003 Emailld: t [email protected], BSE CODE NO. 512221

Website: www.tarrifcine.com

To BSE Limited Ph iroze Jeejeeb hoy To wers, Dalal St reet, Fort, Mumbai- 400 00 .

Dear Sir/Madam,

Sub : Intimation of Notice of Extra Ordinary General Meeting E-Voting and Calendar of Events (Scrip code 512221)

Thi s is to inform you that pu r suant to Section 108 of the Compan ies Act 2013 read with Rule 20 of the Companies (Management and Adm in istration) Ru les, 2014 and Regulation 44 of the SEB I (Lis t ing Ob ligation an Disclosu re Requ irements) Reg ul at io ns 2015, the Extra-Ordinary General M eeting ("the EOG M ") for obtai ning t he approva l of members fo r the reso lutions as menti oned in th e notice is sc hedu le t o be held on Wed nesday, 20th March, 2019 at 11.00 a.m . at the registered office of the Company at 28/30, Anant Wadi, Bhul es hwar, Mumbai-400 002.

The Company provide s its members faci li ty to exerc ise th eir right to vote f or bu siness mentioned in the EOGM Notice by el ectron ic means th rough e-Voting Serv ices provided by Nation al Securities Depo sitory Lim ited (NSDL). In this connection, we have attach he rew ith the following:

a) Notice of EOGM; and
b) Calendar of Even t s.

Furt her, the Cut-off d ate for t he purpo se of en titlement of e-voting i s 14th M arch, 2019. Th e votin g comme nces o n 171 h Ma rch, 2019 (9:00 am) and e nd s on 19¹ h March, 2019 (5 .00 p.m.).

Thanking you, For Tarrif Cine & Finance Limited. 'f #-

Balkrishna Binani Managing Director DIN: 00175080

Mumbai

Registered Office : 28/30, Anant Wadi, Bhu leshwar, Mumbai 400002 CIN : L65990M H 1985PLC035268; Tel No.: 022- 2201 4001; Fax .: 2201 4003 Website : www.tarrifcine.com

NOTICE OF EXTRA ORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF THE COMPANY will be held on will be held on Wednesday, March 20th, 2019 at 11:00 A.M. at the registered office of the Company situated at 28/30, Anant Wadi, Bhuleshwar Mumbai- 400 002, to transact the following business:

SPECIAL BUSINESS

1. AMENDMENT TO OBJECT CLAUSE IN THE MEMORANDUM OF ASSOCIATION :

To consider and if thought fit, to pass with or without modification(s), the fo l lowing resolution as a Spec i al Resolut ion.

"RESOLVED THAT pursuant t o th e provisions of Section 4, 13 ahd other applicab le provisions, if any, of the Companies Ac t, 2013 ("the Act") read with the relevant rules thereunder (including any statutory modification or re-enac tm ent thereof, for the time being i n force), and subject to necessary approval(s) required, if any, in this regard f r om appropriate authorities, and subject to such other terms, conditions, stipulation s, alterations, amendments or modifications as may be r equ ired, specifie d or sugges t ed by any of such appropriate authorities, which terms, conditions, st ipula t ions, alterat ions, amendments or modifications, the Board of Di rectors (herein after refe r red to as " th e Board", which term shall include any of its duly authorised Committee or individual Director) is hereby authorised to accept as it may deem fit, the consent of the members of the Company be and are hereby accorded to delete th e Clause Ill (A) (1 to 3) and Ill (B) (4 to 49) of th e ex isting Object Cl aus e of the Memorandum of Association of the Company and insert th e below new clauses as Cla use Il l (A) (1 to 3) & Clause Ill (B) ( 4 to 37):

Clause Ill A. THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION ARE:

1. To carry on the business of iron founders, mechanical engineers and manufacturers of agricultural implements and other machinery, tool-makers, brass -founders, metal-workers, boiler-makers mill -wrights, machinists, iron and steel converters, smiths, wood-workers, builders, painters, metallurgists, electrical engineers, water supply eng ineers, gas-makers, carriers and merchants and to buy, sell, manufacture, repair, convert, alter, let on hire and deal in machinery implements, rolling-stock and hardware of all kinds.
1. To carry on in India or elsewhere the business of manufacturers and industrial ists, mill proprietors, engineers, founder s and smelters, and manufacturers of and dealers and traders in ferrous, and non -ferrous metals and alloys and manufacturers, dealers and traders in machinery, machinery parts and stores of all kinds.
1. Importing, Exporting, Trading of all kinds of Goods and providing all kinds of services .

Clause Ill B. MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE Ill (A)" ARE;

1. To work mines or quarries and to find, crush, smelt, manufacture or otherwise deal with limestone, chalk, clay, ores, metals minerals, oils, precious and oth er stones or deposits or products, and generally to carry on the bus iness on mining in all branches .
1. To acquire by concession, grant purcha se, barter lease license or otherwise any tract or tracts of country in India or elsewhere, together with such rights as may be agreed upon and granted by Government or the Ruler or owners thereof, and to expend such sums of moneys as may be deemed requisite and advisable in the exploration, survey and development thereof.

1. To search for and to purchase or otherwise acquire, from any Government, State or Authority any licensees concessions, grants decrees, rights, powers and privileges whatsoever which may seem to the Company capable of being turned to account, and to work, develop, carry out, exercise and turn to account the same.
1. To apply or, Purchase for otherwise acquire, and protect, prolong and renew, whether in India or elsewhere any patents, patent rights brevets invention licenses protections, concessions, and the like, conferring any exclu sive or limited right to any inventions secrets, or other in formation which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem directly or indirectly to benefit the Company, and to use, exercise develop manufacture under or grant licenses or privilege in respect of, or otherwise turn to account any patents, property, rights, inventions, secrets, or information so acquired and to spend money in experimenting upon, testing, improving or seeking to improve the patents, property, rights, inventions, secrets or information so acqu ired or proposed to be acquired.
1. To enter into any arrangement with any government, or state or authorities municipal local or otherwise, that may seem conducive to the Company's objects or any of them, and to obtain from any such government, state or authority any rights, privileges and concessions · which the Company may think it desirable to obtain, and to carry out and comply with any such arrangement and to exercise, dispose of, or otherwise turn to account any such rights, privileges and concessions.
1. To carry on any trade, agriculture, bu siness, manufacture, venture or commercial operation, in or with or in connection w ith India and any other part of the world, or in connection with any merchandise, commod ities, goods, wares, produce, products, articles and things, and to purchase or otherwise acquire, exchange and repurchase, and to sell and resell or otherwise dispose

tionally, or to manufacture or do work upon any merchandise, commodities, goods, wares , produ ce, products, articl es and things dealt or traded in by the Company, and to cover any, such purchases or sales by options, cross-contra cts, or otherwise, and to acquire by co ncession, grant, purchase, barter, lease, lice nse or otherwise either absolutely or conditionally, and eit her a line or jointly with others, any land s, buildings, mach inery, plant, utensils, works conveniences, and other moveabl e and immoveab le property of any de sc ription, and any patent s, trademarks, concessions, privileges and other rights for the objects and business of th e Company, and to construct, maintain and alter any buildings or works necessary or convenient for the purposes of the Company, and to pay for such lands, buildings, works, property or r ig hts, or any other property and right s purchased or acquired by or for the Company, by shares, debentures, debenture-stock, bonds, or other securities of the Company or by cash or otherwise, and to m anage, develop, sell, l et on lease or for hire, or otherwise dispose of or turn to account the same, at such time o r times, and in such manner, and for such consideration as may be dee med proper or ex pedi e nt.

To carry on, in India and elsewhere i n any place or places in the worl d, the business or trade of insurance agents , financiers, capitalists, money-lenders company promoters, merchants, exporters, importers, unde rwriters, l anded proprietors, builders, contractors, contractors and supp li ers of goods to Government and other public and private bodies, shroffs, guarantee brokers, miners, carriers, by l and and water, ship, boat and barge owners and bu il ders, charterers, wharfingers, warehousemen, commission , forwarding an d other agents, marine fir e and other in su rer s and brokers, ginne r s, pressers, packers, cleaners, spinners, weavers, bleachers, dyers, manu f acturers, merchants and dea lers in motor cars, ae roplan es, sh ip s and in all or any merch andise, commodities, goods, wares, produce, products, articles and things, distillers, manufacturers and makers of and deal e rs in dyes, colours, pa ints, varn is hes, drugs, chemical s, oi ls, ceme nts and manures, or any one o r more of such businesses in all or any of th eir res pective branches.

1. Generally, to carry on or assist or participate in any other trade or business, whether financia l, commerc ial, mercantile, manufacturing or otherwise which may seem capable of being conveniently carried on in connection with any of the above specified business, or calculated, directly or indirectly, to pro mote th e interests of the Company, or to enhance the value of or render profitable any of the Company's property or right s or which may be subsidiary or auxiliary to any of the Company's objects.
1. To pay for any properties, r ights or privileges acqu i red by the Company either in shares of the Company or partly in shares and partly in cash, or otherwise.
1. To buy, sell, manufacture, refine, manipulate, import, export and de al both wholesale and retail in commodities, substances, apparatus, articles and th ings of all kinds capabl e of be ing used or which can conveni ently be dealt in by the Company in connection with any of its objects .
1. To esta bli sh, provide, main tain and co ndu ct or otherwise sub si dies r esea rch laboratories and experimental workshops for scientific and technical research and experiments, and to und ertake and ca rry on with al l scien t ific and te chnical researches experiments and tests of all kinds and to promote studi es and sea rch both scientific and technical investigatio n and invention by providing, subsidizing, endowing or assisting laboratories, workshop s, libraries, lectures meetings and conference s, and by providing the remunerations for scientific or technical profes so rs or t eac hers, and by providing for t he award of ex hibition s, sc hol ar ships, prizes, grants and bursarie s to students or independent stud ents or otherwise and generally to encourage, promot e and r eward st udies, res ea rches, investigation, ex per iment, t es ts and invention of any kind th at may be considered likely to assist any of the bu siness which the Company is authori se d to carry on.

1. To purchase or othe rwise acquire and und e rtake the whole or any part of the business, property, rights and liabilities of any Company or person carrying on any bu si ness which this Company i s authorised to carry on or possessed of properly or rights suitab le for any of th e purposes of this Compa ny.
1. To adopt such mean s of makin g known th e products of the Company as may seem expedient and in particular by advertising in th e press, by circulars, by purcha se and ex hibition of works of art or interest, by publication of bo oks an d perio dic als, and by granting prizes, rewards and donatio ns.
1. To transact and carry on all kinds of age ncy business an d t o act as Managing Age nts of any Company or co ncern.
18.To establ ish and maintain agencies at any place or place s in India o r other parts of the world for the conduct of th e bu si ne ss of th e Company, or fo r the purch ase and sa le of any merchandise, commodities, goods, mate ri als, produce, products, articles and thin gs required for or d ealt in, or manufactured by, or at the di spo sa l of the Company, and to transac t all kinds of agency busin ess.
1. To enter into partnership, or into any arrangement for sha rin g profits, ama lgamat io n, un ion of interest, co-operation, join t advent ure, reciprocal concess ion or otherwi se with any person o r co mpany carrying on or engaged in, or about t o ca rry o n or engage in, any business or transaction which thi s Company is authorised to car ry o n or engage in, or any business, undertaking or transac tion which may see m capable of being conduct ed so as directl y or indirect ly to be nefit thi s Company, or to amalgama t e with any other co mpany having objects altogether or in part si mil ar to those of this Company, and to lend money to, guara ntee the contracts of, or otherwise assist any such perso n or company, and to place, take or otherwise acquire, or to be interested in, hold, sell, deal in an d dispose of shares, stoc ks, debentures and oth er securities of any such company.

1. To promote, form and register, and aid in the promotion, formation and registration of any company or companies, subsidiary or otherwise, for the purpose of acquiring all or any of the property, rights and liabilities of this Company, or for any other purposes which may seem directly or indirectly calculated to benefit this Company and to transfer to any such company any property of this Company and to be interested in, or take or otherwise acquire, hold sell, or otherwise dispose of shares, debentures, and other securities in or of any such company, or any other company for all or any of the objects mentioned in this Memorandum, and to subsidies or oth e rwise assist any such company, and to undertake the management and secretarial or other work, duties and business of any such· Company, on such term s as may be arranged .
1. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, hundis, bills of lading, warrants, debenture and other negotiable or transferable instruments, and to buy, sell and deal in th e same.
1. To borrow or raise or secure the payment of money or receive money on deposit at interest for any of the purp oses of the Comp any and at such t ime or time s as may be thought fit, by promi ss ory notes, or by taking credit s in or opening current accounts with any person, firm, bank, or company, and whether w ith or without any security, or by such other means as the Directors may in the ir absolute discretion deem expedient, and in particular by th e issue of debentures or debenture-stock, perpetual or otherwise, and in security for any such money so borrowed, rais ed or rece iv ed and of any such debentures or debenture, stock so issued, to mortgage, pledge, or charge the whole or any part of the property and assets of th e Company, both prese nt and future, including its uncalled capita l, by specia l assignment or otherwise, or to transfer or convey th e same absolutely o r in test, and to give the le nders powe r of sale and other powers as may seem expedient, and to purchase, redeem, or pay off any such securities.

23 . To issue debentures, debenture-s tock, bond s, obl igatio ns, and securit ies of all kinds, and to frame, co nst itute and sec ure the same as may seem expedient, with full power to m ake the sam e tran sf erable by de livery, or by instrument of transfer or otherwise, and either perpetual or terminable, and either red ee mable or otherwi se, and to charge or se cure th e same by trust, deed or otherwise, on the undertakin g of th e Company, or upon any specific pro perty and rights, present and future of the Company (including if thought fit, unca ll ed capital,) or otherwise howsoeve r.
1. To acquire and hold sha r es, stocks, de bentu res, debenture-stock, bonds, obligations and securities issued o r guaranteed by any company constituted or ca rry i ng o n business in India o r elsew here, an d debentures, debenture-stock, bonds obligations and securities issued or guaranteed by any Government, Muni cipality public body or other l oca l autho rity, and any such shares, stocks, debentures debenture-s tock, bonds, obligations or securities to acquire by original subscription, tend er purcha se, exc hange, or otherwise and to subsc ri be for th e sa me, either conditionally or otherwise, and to guarantee th e sub sc ription th ereof, and to exe rci se an d enforce all right s and power s confe rred by or incident to th e ownershi p th ereo f, and any such shares, stocks, debe nture, debe nture stock, bon ds, ob ligatio ns, or securities to sell or otherwise dispose of.
1. To invest and deal wit h the monies and funds belongi ng or entrusted to the Compa ny not immed iately required in lands, buildings, bu ll io n, commod ities articles, good s, negot iab le in strum ents, adv ances agai n st property or goods, Government, Municipal and other bonds and sec uriti es, and in suc h other investm ents and in such manners as may from time to time to be determ ined, and to vary such investments and tran sac tions, and to lend moni es to such persons and on suc h term s, and with or without sec urity as may seem expe die nt, and in particular to customers an d others having dealings with Company, an d to guara ntee the performance of contracts by any such
26.To sel l, or in any other manner deal w ith or dispose of the underta ki ng or property of the Company, or any part thereof for such consideration as the Company may think f it, and in particular for shares, debentures, and other securities of any other company having objects altogether or in part similar to those of this Company.
1. To create any depreciation fund, reserve fund, sinking fund, insurance fund, or any specia l or other fund whether for depreciation or for repairing, improving, extending or maintaining any of the property of the Company, or for redemption of debentures or redeemable preference shares, or for any other purpose whatsoever conducive to the interest of the Company.
1. To place to reserve, or to di stribute as dividend or bonus among th e members, or to otherwise apply, as the Company may from t ime to time think fit, any monies received by way of premium on shares or debe ntures issued at a premium by the Company, and any monies received in respect of dividend accrued on forfeited shares and also any monies arising fro m the sale by the Company of forfeited share s or u ncla im ed dividends or unclaimed dividends.
1. To di stribute any of the property of the Company amongst the memb ers i n specie or in kind.
1. To pay all expe nses of and incidental to the formation and r eg istration of th e Company, and the issue of its capital, including any underwriting or other commi ss ion s, brokers fees and charges in co nn ection therewi th.
1. To provide for the w elfare of employees or ex- empl oyees of the Company, and th e wives and famili es or the depend ents o r connections of such perso ns by building o r contributing to the buildin g of house s, dwell in gs or chawls or by grants of money, pensions, al lowan ces, bonus or other paym ents, or by creating and from time to time subscribing or co ntributing to the provident and other associatio ns, institutions, funds or tru st s, and by provi di ng or subsc ribi ng or contributing toward s places of instruction and recreation,

dispensaries, medical and other attendances and other assistance as the Company shall think fit, and to subscribe or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions or objects which shall have any moral or other claim to support or aid by the Company either by reason or locality of operation or of public and general utility or otherwise.

32 . To aid peculiarly or otherwise any association, body or movement having for an object the solution, settlement or surmounting of industrial or labour problems or troubles, or the promotion of industry or trade.
1. To remunerate the servants of the Company and others out of and in proportion to the profits of the Company, or otherwise as may be thought fit.
1. To remunerate or make donations to (by cash or other assets, or by allotment of fully or partly paid shares, or by a call or option on shares, debentures, debenture-s tock, or securities of this or any other company, or in any other manner whether out of the Company's capital or profits, or otherwise) any person or persons for services rendered or to be rendered in introducing any property or busine ss to the Company, or in placing or assisting to place or guaranteeing the subscription of any shares, deb entures, debenture, stock, or other securities of the Company, or for any other reason which the Company may think proper.
1. To procure the incorporation, regis tration or other recognition of the Company in any country state or place outside British India, and to establish and maintain local registers and branch places of bus iness in any part of the world.
1. To sell, improve, alter, manage, develop, exchange, lease, mortgage enfranchise, dispose of, turn to account, or otherwise deal with all or any part of the land, property, assets and rights, and generally the resources and undertakings of the Company, in such manner and in such Directors may think fit .

To do all or any of the above things as principals, agents, contractors, trustees, or otherwise and by or through trustees, agents or otherwise, and either alone or in conjunction with others, and to do all such other things as are in ci dental or as the Company may think conducive to the attainment of the above objects or any of them.

RESOLVED FURTHER THAT the existing Memorandum of Association of the Company, duly modified as aforesaid, or as suggested by any appropriate authority and accepted by the Board, be adopted as the Memorandum of Association of the Company;

RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company, be and are hereby severa lly authorized to make, sign and execute and file necessary applications, forms, papers, documents and information as may be considered necessary or expedient including appoi nting attorney/s or authorized representatives und er appropriate Letter/s of Authority/ies, to appear before the office of the Ministry of Corporate Affairs I Registrar of Companies, Stoc k Exchange(s) where securities of the Company are listed and other Regulatory or Statutory Au t hority/ies, as may be required from time to time and to do all such acts, deeds and things including settling and finalizing al l issues that may arise in this r egard in order to give effect to th e abovementioned resolution and to delegat e all or any of th e powers conferred herein as they may, in their absolute di scretion, deem fit."

2. TO CHANGE OF NAME OF THE COMPANY:

To consider and if thought fit, to pass with or wit hout modification(s), the following resolution as a Special Resolution.

" RESOLVED THAT pursuant to the provisions of Section 4, 13, 14 and other applicable provisions, if any, of the Companies Act, 2013 (" th e Act") r ead with the relevant rules thereunder (including any statutory modification or re-enactment thereof, for the time being in force), and subject to necessary approval(s) requ ired, if any, in this regard from appropriate authorities, including Regulation 45 of the Securities Exchange Board of India (Listing Ob ligations and Disclosure

Regulations, 2015, the Memorandum of Association and Articles of Associatio n of the Company and subject to such othe r terms, conditions, stipulations, alterations, amendments or modifications as may be required, specified or suggested by any of such appropriate authorities, whic h terms, condi t ions, stipulations, alterations, amendments or modifications, the Board of Directors (herein after referred to as "the Board", which term shall include any of its duly authorized Committee or ind iv idual Director) is hereby authorised to accept as it may deem fit, consent of the M embers of the Company be and is hereby accorded for change of name of th e Company from ¹¹TARRIF CINE & FINANCE LIMITED" to "SPV GLOBAL TRADING LIMITED".

RESOLVED FURTHER THAT upon the receipt of fresh certificate of incorporation upon change of name, the name "Tarrif Cine & Finance Limited" wherever appears i n th e Memorandum of Association and Articles of Association and other documents and papers of the Company be substituted with "SPV Global Trading Lim it ed".

RESOLVED FURTHER THAT any Director or Key Managerial Personnel of the Company, be and are hereby severally authorized to make, sign and execute and fi le necessary applications, forms, papers, documents and information as may be considered necessary or expedien t including appointing attorney/s or authorized representatives und er appropriate Letter/s of Authority/ies, to appear before th e office of the Ministry of Corporate Affairs I Registrar of Companies, Stock Exchange(s) where securities of th e Company are listed and other Regulatory or Statutory Authority/ies, as may be required from time to time and to do all such acts, deeds and things including settling and finalizing al l issues that may arise in this rega rd in order to give effect to the abovementioned resolution and to delegate all or any of the powe rs conferred herein as they may, in their absolute discretion, dee m fit."

Regd . Office

: 28/30, Anant Wadi, Bhuleshwar Mumbai-400 002

Balkrishna Binani DIN: 00175080 Managing Director

Date Place : OGth February 2019 : Mumbai

NOTES TO NOTICE

I. An Explanatory Statement pursuant to section 102 of the Companies Act, 2013 in respect of Item No.1 to 2 is annexed hereto .
II. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSElF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY, IN ORDER TO BE EFFECTIVE, SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE TIME OF THE MEETING.

A perso n ca n act as a proxy on behalf of members not exceeding fifty and holding in the aggregat e 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 capita l of the Company carrying voting rights may appoint a si ngle person as proxy and suc h person sha ll not act as a proxy for any other person or shareho lder. The holder of proxy shall prove his identity at the time of attending the Meeting. The instrument appointing t he proxy in Form MGT-11 i s annexed hereto, in order to be effective, shou ld reach the registered office of the Company at lea st 48 hours before the time of the meeting.

Ill. Corporate members intending to send t heir authorised representatives to attend the meeting are request ed to send to the Company a certified copy of the Board resolution authorizing their representative to attend and vote on their behalf at the meeting.
IV. Members are requested to produce the enclosed attendance slip duly signed as per the specimen signature recorded with the Company for admission to the meet ing h a II .
V. Route map for venue of the meeting is enclosed.
VI. All the documents mentioned in the Notice and Explanatory statement will be available for inspection at th e Registered Office of the Company during business hours, i.e. 10.00 a.m . to 6.00 p.m . and the sa me shall also be available for

inspection during the Extra Ordinary General Meeting.

VII. In order to service the shareholders effectively and for administrative convenience , members are reque ste d to notify multiple folios standing in their name for consolidation, if any, to the Secretarial Department at the Registered Office of the Company immediately.
VIII. The Securities and Exchange Board of Indi a (SEBI) ha s mandated th e submis sion 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 their Depository Participants with whom they are mainta ining their demat accounts. Members holding shares in physic al form can submit their PAN to the Company or its Registrar and Share Transfer Agent M/s. Bigshare Services Private Limited.
IX. As a measure of economy, Members I Prox ies should bring the attendance slip duly filled in and signed for attending th e meeting.

X. Voting through electronic means

1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rul e 20 of the Companies (Management and Administration) Rules, 2014 as sub stituted by th e Comp anie s (Management and Administration) Amendment Rules, 2015 ('Amended Rules 2015') and Regulation 44 of the SEBI (Listing Obli gation and Di sc losure Requirement) Regulations, 2015, the Company is pleased to provide members facility to exercise their rig ht to vote on reso lutions proposed to be considered at the Extra- Ordinary General Meeting ("the EOGM") by electronic m ea ns and th e busin ess may be trans acted through e-Voting Services. The facility of casting the votes by th e members using an electronic voting system from a place other than venue of the EOGM ("remote e-voti n g") will be provided by National Securities Depository Limited (NSDL).
1. The facility for voting through ballot paper shall be made available at the EOGM and the members attending the meeting who have not cast their vote by remote

1. The members who have cast their vote by remote e-voting prior to the EOGM may also attend the EOGM but shall not be entitled t o cast th eir vote again .
1. The remote e-voting period com mences on Sunday, 17th March, 2019 (9:00 am) and end s o n Tu esday, 19th March, 2019 (5:00pm}. Du ring this pe r iod member s of the Compa ny, holding shar es either in physica l form or in dematerialized form, as o n the cut-off date of Thursday, 14th March, 2019, may cast their vote by remote e-voting. The remote e-voting module shall be di sable d by NSDL for voting thereafter. Once the vote on a resolution is cast by the member, t he member shall not be allowed to change it subsequently.
1. The process and manner for remote e-votin g are as under:

In case a Member receive s an email from NSDL [for members whose email IDs ar e re gistere d w ith th e Compa ny/Depos itory Participants(s)]:

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

The way to vote electronicall y on NSDL e-Vo tin g system consis t s of "Two Steps" whic h are mention ed 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.

A. Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting w ebsite?

1. Visit the e-Voti ng website of NSDL. Open web browser by typing the following URL: https://www.evoti ng.n sdl.com/ either on a Personal Computer or on a mobi le.
1. Once the hom e page of e-Voting syste m is launched, click on the icon " Login" which is avai l able under 'Shareho ld ers' secti on.

A new sc ree n will open. You will have to enter your User ID, your Password and a Verif ica ti on Co de as shown on the screen.

Al ter na t ive l y, if yo u ar e regist ered fo r NSDL eservi ces i.e. IDEAS, you can log-in at https:l/eservices. nsdl. com/ with your existing IDEAS login. Once yo u log-in to NSDL eservices aft er using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Yo ur Use r ID deta il s ar e give n below:

of holding shares i.e. Manner	Your User ID is:
Demat (NSDL or CDSL) or Physical
a) For Members who hold shares in	8 Character DP ID followed by 8
demat account with NSDL.	Digit Client ID

	For example, if your DP ID is
	IN300*** and Client ID is
	12** then your user ID is
	$IN30012***$
b) For Members who hold shares in	16 Digit Beneficiary ID
demat account with CDSL.	For example if your Beneficiary ID
	is $12***$ then your
	user ID is $12***$
c) For Members holding shares in	EVEN Number followed by Folio
Physical Form.	Number registered with the
	company
	For example if folio number is
	001 *** and EVEN is 101456
	then user ID is 101456001***

1. Your password details are given be low:
a) If you are already registered for e-Voting, th en you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting syst em for the first time, you will need to retrieve the 'initia l pa ssword' which was communicated to you. Once you retrieve your 'initial password', you ne ed to enter th e 'initial pa sswo rd ' and the system wi l l force you to change your pa ssword .
c) How to retri eve your 'initial pas swo rd ' ?
- i. If your email ID is regi ste red in your demat account or with the company, your 'initial pa ssword' is communicated to you on your email ID . Trace the ema il sent to you from NSDL from your mailbox . Open the email and open the attachment i.e. a .pdf file . Open th e .pdf file. Th e pa ss word to open the .pdf file is your 8 digit client ID for NSD L account, last 8 digits of client ID for CDSL accou nt or folio numbe r for shares hel d in physical form. The .pdf fil e contain s your 'Use r ID' and your ' initial pa sswo rd '.
- 1. If your email ID is not regist ered, your ' ini tial password ' is com mun icate d to you o n your po stal address.
1. If you are unabl e to retri eve or have not rece ived th e" Initial password" or have forgotten your pa ss word:
a) Click on " Forgot User De tails/Passwo rd ?"(lf you are holding shares in your demat account with NSDL or CDSL) option available on www .evo t in g. nsdl .com .
b) Physical Use r Re set Pa ssword?" (If you are holding shares in physical mode) option ava ilabl e on www.evoting.nsdl .co m .
c) If you are sti ll un abl e to get t he password by afore sa id two option s, you can se nd a r equ es t at evotin g@ nsd l. co. in mentioning your d emat account number/folio number, your PAN, your name and your regist e red address.

1. After entering your password, tick on Agree to "Terms and Conditions" by se lecting on the check box.
1. Now, you will have to click on " Login " button.
1. After you click on the " Login" button, Hom e page of e-Voting will open.
B. 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 Cycl es.
1. After click on Active Voting Cycle s, 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 "EVE N" of company for which you wish to cast your vote .
4 . Now you are ready fore-Voting as the Voting page opens.
1. Cast your vote by se lecting 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 successfu lly" 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.

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 [email protected] with a copy marked to [email protected] .in .
lO. It is strongly recommend ed 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 un successful attempts to key in the correct passwo rd. In such an event, you will need to go through the "Forgot Use r Deta ils/Password?" or "Physica l Use r Rese t Password?" option available on www.evoting .nsdl .com to reset the passwo rd.
ll.ln case of any queries, you may refer th e Frequently Asked Questions (FAQs) for Shareholders and e-vo t i ng user manual for Shareholders available at th e download sec tion of www.evoting.nsdl.com or call on toll free no .: 1800-222-990 or send a request at [email protected] .in
XI. The voting rights of m emb er s shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of Thursday, 14th March, 2019 .
XII. Any per so n, who acquires shares of the Company and become member of the Company after dispatch of the Notice of EOGM and holding shares as of th e cut-off date i.e. Thursday, 14th March, 2019, may obtain the l ogin ID and pa ssword by se nding a r equ es t at evotin g@ nsdl.co.in. However, if you are already r egistered with NSDL for remote e-voting then you can use your existing user ID and pa ss word for casting your vote . If you forgot your password, you can reset your pa ssword by

XIII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
XIV. M/s. Jajodia & Associates, Practicing Company Secretary, (COP No. 19900) has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and transparent manner.
XV. The Chairman shall, at the AGM, at th e end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.
XVI. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes ca st at th e meeting and th erea ft er unblock the votes cast through remote evoting in the prese nce of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the EOGM, a consolidated scrutinizer's report of the total votes ca st in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith .
XVII. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.tarrifcine.com and on the website of NSDL immediately after the declaration of r es ult by the Chairm an or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Limited, Mumbai.
XVIII. All documents referred to in the accompanying Notice shall be open for inspection at the Register ed Office of th e Company during normal business hours {02.00 pm to 04.00 pm) on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company .
XIX. This Notice has be en updated with the in structions for voting through electronic means as per the Amended Rules 2015.

EXPLANATORY STATEMENT

In conformity with the Provisions of Section 102(1) of the Companies Act, 2013 the following Explanatory Statement sets out all the material facts relating to the item of Special Busines s at item no. 1 & 2 of the Notice and the same should be taken as forming part of the notice .

Item No. 1 & 2

Tarrif Cine & Finance Lim ited ("the Company") was registered as a Non-Banking Fin ancial Company (NBFC) under the provision of the Re se rve Bank of India Act, 1934 ("the Act") .The Reserve Bank of India ("the RBI" ) in exe rcise of powers conferred under Sections 45-IA (6) of the Act , has passed an order dated 02 "d August, 2018 and cancelled th e Certificat e of Reg istration No. 13.00444 dated March 24, 1998 issued to the Company .

Due to this cancellation of NBFC Regi stration, the Board of Directors of the Company in their duly convened Board Meeting held on 11th December, 2018 has recommended to change the Name and Object Clau ses of th e Company i.e. Object from NBFC related activity to Trading related to Non-ferrous M etal activity and name from "Tarrif Cine & Finance Limit e d" to "SPV Global Trading Limited" and according ly on application of th e Company, the Registrar of Companie s, CRC, Man esar, Gurgaon vide its letter dated 30th January, 2019 ha s confirmed the availability of the proposed new name i.e. " SPV GLOBAL TRADING LIMITED"

Your Directors propose to amend the main object clau se of Memorandum of associ ation of the Company and name of the Company has proposed at Item no. 1 & 2 of the t his notice and recommend s the Special Resolution set out at Item no . 1 & 2 of the Notice for the approval by the shareholders of the Company. In terms of Sections 4, 13 and 14 of the Companies Act, 2013 and applicable rule s th erein, the consent of the Members by way of Special Resolutions are required for the propo sed amendments in the Memora ndum of As sociation of the Company .

The drafts of the r evised Memorandum of Associat io n and Articles of Association of the Company reflecting the Company's new name are available for inspection by the shareholders at the Registered Office of t he Company on any worki ng days (except Saturdays, Sund ays and public holidays) between 11.00 a.m. and 5.00 p.m. upto the date of closi ng of e-voting.

None of t he Directors and/o r Key Managerial Personnel of the Company and/or th eir relatives is deemed to be concerned or interested, financial or otherwise in the said resolutions except to the extent of their sharehold in g, if any, in the Company or any of their interest as Director or Shareholder or otherwise mentioned herein above, in the Company.

Date Place Regd. Office: : 06th February, 2019 : Mumbai 28/30, Anant Wadi Bhuleshwar Mumbai-400 002

By Order of the Board

trw.--: Balkrishna Binani DIN: 00175080

ROUTE MAP OF THE VENUE OF THE EOGM

Prominent Landmark: Anant Wadi

Form No. MGT- 11

Proxy Form

(Pursuant to Section 105(6} of the Companies Act, 2013 and Rule 19(3} of the Companies (Management and Administration) Rules, 2014)

CIN		L65990M H 1985 PLC035268
Name of the Company	Tarrif Cine & Finance Limited
Registered Office	28/30, Anant Wadi Bhul eshwa r Mumbai 400002
Name of the Member (s)
Registered address:
E-mail ld:		Folio No I Client ld:				DP ID :
I I We, being the member( appoint	s) of	Shares	of th e	a bove	m ent io ned	co mp any,	here by
l.Name: ____________ __
Address: ____________ __
E-Mail ID : -------------------------------------------------------------------
Signature : __________ __
or failing him/her

2.Name: ____________ __
Address : ____________ __
E- Mail ID: ____________ _
Signature: __________ __
or failing him/her

3 .Name : ______________ __
Address: -----------------------------------------------------------------
E-Mail ID : -----------------------------------------------------------------
Signature: ---------------------------------------------------------------------
g him/her or failin

as my I our pro xy to attend and vote (on a poll) for me I us and on my I our behalf at the Extra Ordinary Ge ner al Meeting of th e Company, to be held on Wednesday, 20th March, 20 19 at 11.00 a.m. at regi stered office o f the Co mp any situate d at 28/30, Anant Wadi, Bhuleshwar Mumbai 400002 and at any adjournment thereo f, in respect of following resolutions as indicated below :

Resolution No.	Subject of the Resolution	Voting
		For	Against
	Special Busi ness :
1.	Re so luti for Amendment the Special on in of of the M emorandum Obj ect Ci a use Association
2.	e of the Specia l Resolution for Change of Nam alter of Memorandum Company and the Association & Artic le s of Association

Sig ned thi s _____ day of ----------------' 2019 Revenue

Affix Stamp

Signature of Shareho lder

ATTENDANCE SLIP

CIN L65990M H 1985 PLC035268

Name of the Company Tarrif Ci ne & Finan ce Limited

Registered Office 28/30, Ana nt Wadi Bhuleshwar Mumbai 400002

Memb ers attending the Meeting in p e rso n or by Proxy are requested t o complete the Attenda n ce slip and hand it over at the entr ance of the meeting room .

I hereby rec ord my prese nce at the Extra Ordinary Gene r al Meeting of the Compa ny at regist ered o ffi ce of the Company situated at 28/30, Anant Wadi, Bhuleshwar, Mumbai-400 002 on Wednesday, 20th March, 2019.

Full name of the Member (in block letters)	Signature

Fo lio No .: ............... DPID No .:* ...... ................... Client ID No.: * .................... .

*Applicable for member holding shares in electroni c form

Full name of the Proxy (in block letters) Signature

TARRIF CINE & FINANCE LIMITED

CIN: L65990MH1985PLC035268 Regd. Off. : Ground Floor. Binani Bhavan. 28/30, Anant Wadi, Bhuleshwar, Mumbai- 400 002. Tel: 22014001, Fax: 22014003 Emailld: [email protected], BSE CODE NO. 512221 Website: www.tarrifcine.com

Ann exure I

CALENDAR OF EVENTS FOR CONDUCTING THE EOGM FOR SEEKING MEMBERS' APPROVAL:

SR NO	PARTICULARS	DATE
1.	Date of Board meeting	06tn February, 2019
2 .	Date of Appointment of Scrutinize r	06tn February, 2019
3.	Cut-off date for to ascertaining those members whom the Notice of EOGM sha ll be sent	15th February, 2019
4.	Completion of dispatch of Notice of EOGM t o all the shareholders of the Company	21 st February, 2019
5.	Date of publication of Notice in the Newspaper	22 "d February, 2019
6.	Cut-off date for entit lement of shareholde rs for e- voting/ voting at EOGM venue	14th March, 2019
7.	e of commencement of voting through Date and tim electronic means	17th March, 2019 (09:00a.m .)
8.	e of end of voting through electronic Date and tim means	19th March, 2019 (05:00p.m.)
9.	Date of EOG M	20tn March, 2019
10.	of the Sc rutinizer to the Submissio n by Repo rt Chairman	On or before 22 "d March, 2019
11.	lt of the EOGM and inform Dec laration of the Resu site of the d display on the web stock Exchange an Company.	On or before 22 "d March, 2019

lm- -

AI assistant

SPV GLOBAL TRADING LIMITED Proxy Solicitation & Information Statement 2019

63179_rns_2019-02-20_0d884bd4-110d-4921-86e6-ce90ad1d0097.pdf

TARRIF CINE & FINANCE LIMITED

Sub : Intimation of Notice of Extra Ordinary General Meeting E-Voting and Calendar of Events (Scrip code 512221)