Tasty Bite Eatables Ltd. — Board/Management Information 2018

Oct 11, 2018

Tasty Bite Eatables Limited

'1'BIi1,/Sli/2018*19 October 1 l, 2018

Corporate Relationship Department, Corporate Services, 15' Floor, New Trading Ring, Exchange Plaza, Rotunda Bldg, PJ. 'l'owers, Bandra Kurla Complex, Dalal Street, Mumbai, 400001 Bandra (15), Mumbai - Symbol —

BSE Limited, National Stock Exchange ot'lndia Ltd, 400051 519091 Symbol: TASTYBITE

Sub: Postal Ballot Notice

Dear Sir/ Madam,

Please find enclosed herewith Notice of Postal Ballot seeking approval of shareholders on the following matters

• 1. Appointment 01' Mr. Abhijit Upadhye as Managing Director effective from November 03, 2018 till December 31, 2021.
• 1. Fixation of Remuneration of Mr. Abhijit Upadhye as Managing Director \v.e.t'. November 3, 2018.

Please find below schedule of postal ballot

Sr. No.	Activitv	Date
1	Cut-offDate /Benpos Date forsending the Postal	October, 05, 2018
	BallotNotices to the shareholders
2	Start DateVoting	October, 17, 2018
3	End DateVoting	November, 16, 2018
4	Scrutinizers Report	November, 17, 2018
5	Declaration ofResults	November, 18,2018

This is for your intormation and records.

For Tasty Bite 161:: Mina TalW Company Secreta 1y Encl: Postal Ballot Notice

WW WA M 1°50 1""

Regd. Off. : 201 /202, Mayfair Tower, Wakdewadi, Shivajinagar, Pane — 411 005, India. Tel: + 91 20 3021 6000, 2553 1105 Fax: + 91 20 3021 6048, E-mail : info@tastybite.com Factory : Gat No. 490, Bhandgaon, Pune Solapur Highway, Ta1.Daund, Dist. Pune -412214. Tel.: + 91 2117 306500 Website : www.tastybite.co.in, CIN : L15419PN1985PLCO37347

POSTAL BALLOT NOTICE

Dear Shareholder(s),

Notice is hereby given pursuant to the provisions of Section 110, and other applicable provisions of the Companies Act, 2013 (the "Act"), read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 (the "Management Rules"), including any statutory modification or . reenactment thereof for the time being in force and anyother applicable provisions of the Act and the Rules made thereunder, that the resolutions appended below are proposed to be passed by the shareholders through postal ballot (the "Postal Ballot") / electronic voting ("e-voting").

An Explanatory Statement pertaining to the proposed resolutions setting out the material facts and the reasons thereof is annexed to this Postal Ballot Notice, along with a Postal Ballot form (the "Postal Ballot Form") for your consideration.

1. Appointment of Mr. Abhijit Upadhye as Managing Director till December 31, 2021:

Introduction

Consequent to the acquisition of Tasty Bite Eatables Limited by Mars Incorporated, the Tasty Bite Executive Committee has decided to step down from its role. Mr. Ravi Nigam (DIN:00024577), one of the members of Tasty Bite Executive Committee (TBEL ECOM) will step down from his role as Managing Director of Tasty Bite Eatables Limited. His role as a Managing Director will be filled in by Mr. Abhijit Upadhye.

Pursuant to Sections 196 and 203 of the Act, the Board of Directors in their meeting held on Thursday, October 11, 2018 approved the appointment of Mr. Abhijit Upadhye (DIN 07543741) as additional director and further as Managing Director of the Company both effective from November 03, 2018. The Company hereby seeks your approval for the appointment of Mr. Abhijit Upadhye as the Managing Director of the Company with effect from November 03, 2018 till December 31, 2021.

To consider and if thought fit, to pass the following Resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modifications or re~enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, Mr. Abhijit Upadhye (DIN 07543741), who was appointed as an Additional Director and Managing Director of the Company by the Board with effect from November 03, 2018, and who holds office until the date of the next annual general meeting, in terms of Section 161 of the Act and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013, signifying the intention to propose Mr. Abhijit Upadhye as a candidate for the office of a Director of the Company, be and is hereby appointed as a Director of the Company not liable to retire by rotation.

RESOLVED FURTHER THAT, pursuant to the provisions of Sections 196, 197, 203 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof), read with Schedule V to the Act (including any statutory modification(s) or re enactment(s) thereof), Articles of Association of the Company, and recommendation of the Nomination and Remuneration Committee and the Board, consent of the shareholders be and is hereby accorded to appoint Mr. Abhijit Upadhye, as the Managing Director of the Company with effect from November 03, 2018 till December 31, 2021 upon such terms and conditions as are set out in the agreement entered into between the Company and Mr. Abhijit Upadhye, briefs of which are mentioned in the explanatory statement annexed herewith.

Regd off: 201—202, Mayfair Towers, Wakdewadi, Shivajinagar, Pune —41 1005, India Tel: 020 3021 6000; E-maii: iiifogaZtasgbitecom; Fax no: 020 3021 6048 Website: www.tastybite;gg.\_ig; CIN: L15419PN1985PLC037347

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any Committee of directors with power to further delegate to or any other Officer(s) / authorized representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

2. Fixation of remuneration of Mr. Abhijit Upadhye as Managing Director for a period till March 31, 2021:

Introduction

Pursuant to Sections 196, 197 and 203 of the Act, the Board of Directors in their meeting held on Thursday, October 11, 2018 approved the remuneration of Mr. Abhijit Upadhye as Managing Director of the Company with effect from November 03, 2018, till March 31, 2019. The Remuneration & Nominations Committee at their meeting held on Thursday, October 11, 2018 recommended payment of remuneration for a period till March 31, 2019. The remuneration is subject to the approval by the members by way of Special Resolution. The Board of Directors and the Committee agreed that remuneration from April 1, 2019 onwards may be as decided and altered/ modified from time to time within the statutory limits.

To consider and if thought fit, to pass the following Resolution as Special Resolution:

"RESOLVED THAT pursuant to Section 196 and Section 197 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), including any statutory modification(s) or re—enactment(s) thereof, and read with Schedule V of the Act, the consent of the shareholders be and is hereby accorded for fixation of remuneration of Mr. Abhijit Upadhye as a Managing Director, for a period from November 3, 2018 till March 31, 2019 and upon such terms and conditions as are set out in the agreement entered into between the Company and Mr. Abhijit Upadhye, briefs of which are mentioned in the explanatory statement annexed herewith, be and is hereby approved with power to the Board of Directors (hereinafter referred to as the "Board", which term shall be deemed to include the Nominations and Remuneration Committee of the Board of Directors) to add, alter and vary such terms and conditions of the said appointment and/or Agreement subject to the applicable provisions of the Act.

RESOLVED FURTHER THAT the said remuneration shall be considered as the minimum remuneration, notwithstanding the losses or inadequacy of profits of the Company during the period ended March 31, 2019.

RESOLVED FURTHER THAT the remuneration from April 1, 2019 onwards may be decided, modified, altered by the Nominations and Remuneration Committee and the Board of Directors, however within the limits as mentioned in the Companies Act, 2013 and any other Acts, Rules, Regulation or approvals, as may be applicable.

RESOLVED FURTHER THAT any among the directors or Company Secretary be and is hereby authorized to do all such acts, deeds, matters and things and to execute any agreements, documents, instruments and writings as may be required, with power to settle all questions, difficulties or doubts that may arise in regard to the said remuneration as it may in its sole discretion deem fit and to delegate all or any of its powers conferred herein to any director(s) and/or officer(s) of the Company to give effect to this resolution."

'y ' I '

Regd off: 201~202, Mayfair Towers, Wakdcwadi, Shivajinagar, Pune ~41 1005, India , Tel: 020 3021 6000; E-mail: infogaztasgbitecom; Fax no: 020 3021 6048 Website: www.tast_ybite.colin; CIN: L15419PN1985PLC037347

Explanatory Statement (Pursuant to Section 102 of the Companies Actl 2013) for item 1 and 2

Mr. Abhijit Upadhye was appointed as Additional Director and Managing Director of the Company by the Board of Directors in their meeting held on Thursday, October 11, 2018, w.e.f. November 03, 2018 till December 31, 2021. The Board of Directors also approved the remuneration payable to Mr. Abhijit Upadhye for a period effective from November 03, 2018 till March 31, 2019. The Nominations and Remunerations Committee at their meeting held on Thursday, October 11, 2018 recommended payment of remuneration for a period w.e.f. November 03, 2018 till March 31, 2019. And appointment from November 3, 2018 till December 31, 2021. The appointment and remuneration is subject to the approval by members.

The Board of Directors on recommendation of Nominations and Remuneration Committee may decide, alter, vary or modify the remuneration of Mr. Upadhye w.e.f. April 1, 2019 onwards, subject to limits mentioned in Companies Act, 2013 and any other Acts, regulations, rules, approvals, etc.

The main terms of their appointments are:

• 1. Period of appointment: Approval of shareholders is sought for appointment for a period starting from November 03, 2018 till December 31, 2021, unless terminated by either side with three months' notice in writing. He shall not be liable to retire by rotation.
• 1. Powers: Subject to the superintendence of the Directors and control of the Board, he shall have all powers of the Board as delegated to him for running of day to day business of the Company or by Power of Attorney except those vested in the members in the General Meeting by law and more specifically described in agreement entered between the Company and him.

3. PROPOSED REMUNERATION:

In consideration of the duties and obligations undertaken by the Managing Director hereinabove, the Company shall pay him the remuneration as per the terms and conditions detailed below w.e.f. November 03, 2018 till March 31, 2019, subject to the approval of shareholders.

No	Remuneration	annumin Rs)Slab (amountper
1	Annualgrosssalary	ThreeTwoCroreLakhOneRs.2,01,03,800(RupeesThousand EightHundred only)
2	PerquisitesYearly	spouse and children forLeave Travel allowance for self,travel to anyplace in India uptoRs.27,600Books & periodicalsupto Rs. 50,000Petrol Rs. 1,20,000-Car allowance & chauffer reimbursement— Rs.9,97,428Leave encashment as perCompany Policy
3	Other Benefits	applicable rules &Contribution to Provident Fund as perCompany Policy-Gratuity as perCompany Policyfl,.insurance&AccidentCoMedicalaspe'Group'policy shall not be considered as perquisit

The proposed remuneration from November 3, 2018 till March 31, 2019 is as follows:

Regd off: 201—202, Mayfair Towers, Wakdewadi, Shivajinagar, Pune ~41 1005 Tel: 020 302] 6000; E-mail: info@tastybite.oom; Fax no: 020 3021 604 . Website: www.tasgbite.co.in; CIN: L15419PN1985PLC037347

4	Performance	per annum is70,00,000 (Rupees Seventy Lakhs only)Rs.
	bonus	ofbasis from July2018 (dateassured onpro rataa12,to
		ChiefasOperatingOfficer)subjectappointmentobjective for financial yearachievement of the Company's
		2018-19.
5	Cash basedlong	(Rupees Two Crore FiftyMaximum amount of *Rs. 2,50,00,000
	term incentives	as long—term incentive amount payablein JanuaryLakh only)
		to achievement of2022 subjectcompany's performance targets
		for 3-year(CY2019 -CY2021) operating plan and approvedby
		Board

• 1. In case of absence or inadequacy of profit in any financial year, the aforesaid remuneration and perquisites shall be paid to Mr. Abhijit Upadhye as minimum remuneration.
• 1. The terms and conditions of appointment of Managing Director may be altered and varied from time to time by the Board in such manner as may be mutually agreed, subject to such approvals as may be required and within applicable limits ofthe Companies Act, 2013.
• 1. The Managing Director shall not be paid any sitting fee for attending the Board any other Committee meetings.

The other information required is given as follows:

I. GENERAL INFORMATION:

• 1. Nature of industry: Food Processing consisting of ready to serve products
• 1. Commencement of commercial production: In 1987, the Company started its commercial production.
• 1. In case of new companies expected date of commencement of activities as per project approved by the financial Institutions appearing in the prospectus. : Not Applicable
• 1. Financial performance of the Company in previous 2 financial years:

		(Rs. In Lakhs
Particulars	FY 2017-18	FY 2016—17
Total revenue	30,310.98	25,683.97
Profit before tax	4,104.00	3,419.84
Profit after tax	2,645.65	2,199.38

Export performance and net foreign collaborations:

(Rs..In Lakhs)

\

Particulars	FY 2017—18	FY 2016—17
F.O.B value ofexports	18,033.65	15,147.42

Foreign investments or collaborators, if any:

.

There is no direct foreign equity participation. The shareholding of Non—Resident Investors as on March 31, 2018 is 22,749 shares (0.89%).

Regd off: 201—202, Mayfair Towers, Wakdewadi, Shivajinagar, Pune -41 1005, India Tel: 020 3021 6000; E—mail: info(wtastybiie.com; Fax no: 020 302] 6048 Website: www.mstybitecojn; CIN: L15419PN1985PLC037347

ll. INFORMATON ABOUT THE APPOINTEE:

1. Background & details as per Regulation 36(3) SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015:

Date of Birth & Age	April 13, 1971- 47 years
Date of Appointment	DirectorNovember 3,2018 as Managing
Qualifications	Mumbai andfrom VJTI,Mr AbhijitUpadhye is a B.E. (Mech)Studies Degreeholds a Master in Managementin MarketingInstitute offrom Narsee MonjeeManagement Studies.
functional areasExpertise in specific	years ofhas 22 plusMr. Upadhyeexperience spanning e—Consulting and FMCG witha mixCommerce, Food Service,International as well as withinofcountry leadership roles.workedwithMcDonald'shasHeCorporation,Flipkart,Infosys, etc to name a few.
Directorship in other listed companies	other listed company.is not a director in anyMr. UpadhyeElectricals Private LimitedHowever, he is a director in Raigadand Western Electricals Private Limited.
ofChairmanship/MembershipofabovementionedCommitteesCompanies	NIL
Shareholding in the Company	NIL
Comparative remuneration profile	oftrendthetothetheintypeindustry,HavingregardofofthethethethesizegrowthCompany,industry,ofthethehisDirector,profileManagingCompany,thecontributionhisandmerits,responsibilities,withattheremunerationremunerationisproposedparbeing paid to the senior executives in both domestic as wellthesectorfoodmultinationalinascorporateprocessingenormous2013hasAct,industry.placedCompaniesIn ordertoresponsibilities on the management.compensateitis proposed to remuneratewith increased responsibility,director with appropriateremuneration.the managing
Pecuniary relationship with the Companyand ManagerialPersonal	director ortonotrelatedMr.isAbhijit UpadhyeanyKeytheofthewillreceivePersonHeCompany.ManagerialmentionedthisnoticeremunerationasasinManaging2018 onwards.Director w.e.f. November 3,

No other Director or Key Managerial Personnel is interested in the Resolution.

Mr. Upadhye is not related to any director, promoter or key managerial personnel of the Company. He is not a Promoter/ Promoter group member and is appointed under the professional category on K the Board.

Regd off: 201-202, Mayfair Towers, Wakdewadi, Shivajinagar, Pune -41 1005, India Tel: 020 3021 6000; E—mail: infoitQtastybitecom; Fax no: 020 3021 6048 Website: www.tastybite.co.in; CIN: L15419PN1985PLC037347

Past Remuneration	theChiefon2018Mr.12asCompanyjoinedJulyUpadhyeRemuneration mentioned in table aboveOperating Officer (COO).him as COO.is the remuneration received byalso worked with one ofthe FlipkartMr. Abhijitgroup companiesa CEO, wherein he received Rs. 2.55 crore as remuneration.as
Recognitions or awards	ofwell-rounded experienceacrosshas over 20 yearsMr. Upadhyefood service,various industries includingevCommerce, Consultingofficer2018 as Chief OperatingandFMCG. He joined us in JulyIndia, whereas Chief Executive(COO) fromhe servedFlipkartOfficer ofJeeves Consumer Services and F1 info Solutions (FlipkartforDuring his tenure,he was responsibleagroup companies),ofmultivfold jumptheJeevessaw ainturn—aroundcompany.whilstothermetricslikeRevenueandProfitabilityimprovingforemployee and customer satisfaction. He was also responsiblenewofinfoSolutionswhichthebringF1helpedacquisitionforcapabilities forFlipkart. While workingservice and categorytheawardedMcDonald'swasAbhijitprestigiousCorporation,Excellence Award" two times in a row. During"Global Circle ofhishe received the "Chairman's Award ofconsulting role in lnfosys,twice forofthecontributing towards developmentExcellence"multi—million dollar Master DataManagement Solution.hasHeGraduate School offoralso coauthored aStanfordcase studyofBusiness on the developmentMacFry in India.
Job Profile and Suitability	veteranextensiveMr.FoodisindustryhavingUpadhyeaHe worked forexperience at McDonald's Corporation.13 yearsKong forwith McDonald's both within India and in Hongregionalhead forhe was the countryroles. While in India,as well as globalMenuandheld&&ManagementLQAPChain,Supplyresponsibility brand extensions like MCDeliveryand Desert Kiosks.McSpicy Paneer &like Chicken McNuggets,Successful productslike Breakfast were launched duringChicken, EVM's and platformschain initiativeshis tenure. He led some transformational supplythevaluemodelsfarm~to—forkandseveralinsupplychangedto McDonald's overlettuce, fries) to providechain (e.g.an edgeandWhile in HongKong, he led menu strategyits competitors.platforms like "Dinner" andregional product innovation launchingfortheMarket'Taste"."CreateledGo. ToHeprojectyourreturns fornew storeMcDonald's APMEA andimprovehelpedindia and Indonesia. Heopenings in emerging markets like China,ofopening team that helpedthe core new countrywas partopentheVietnamwaschainMcDonald'sandrelationshipsupplyforforleadMcDonald'sAscategorypartnerglobalJapan.aforhe was responsibleSauces, Dairy, Beverages and Toysstrategicsourcing ofa few billion $and capability/capacityplanning. AbhijitGroup of lnfosyshas also worked in the Domain Competencyas aLead forPrincipal Consultant and GroupRetail and CPG industry.

Regd off: 201—202, Mayfair Towers, Wakdewadi, Shivajinagar, Pune —411005, I Tel: 020 302] 6000; Email: infoiggtastybitecom; Fax no: 020 302] 6048 Website: www.tastybite.co.in; CIN: Ll 5419PNI985PLC037347

Mr. Abhijlt Upadhye has a proven record of Merit as narrated above and has strong knowledge of the food industry within and outside of lndia. His diversified experience and high performance is an indicator of his capabilities. He has been in turn-around situations, has managed multi—billion S portfolios, and has also worked in high growth environments like Flipkart. His experience will be beneficial for overall management of the Company contributing to continuous growth, increased productivity and enhanced quality.

OTHER INFORMATION:

• a. Reasons for loss or inadequate profits: The Company has not incurred losses and has had adequate profits over the past 14 years, however this is an enabling provision in the event the proposed remuneration were to breach the limit set under the Companies Act, 2013.
• b. Steps taken or proposed to be taken for improvement: The Company is on a growth path and is expected to make higher profits in future.
• c. Expected increase in productivity and profits in measurable terms: Management expects to have higher productivity and profits in line with the estimated budget.

DISCLOSURES: The Board of Directors recommends the resolutions for approval of the i'nembers. None of the other Directors and Key Managerial Personnel of the Company in anyway, concerned or interested in the said resolutions. Above may also be treated as an abstract of the terms and conditions governing the appointment and remuneration of the Managing Director pursuant to Section 196, 197 and 203 of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015

NOTE ON E-VOTING FACILITY AND POSTAL BALLOT FACILITY:

The Board of Directors appointed Abhishek Jagdale, Practicing Company Secretary, as the scrutinizer ("Scrutinizer") for conducting the Postal Ballot / e—voting process in a fair and transparent manner. Shareholders are requested to carefully read the instructions printed on the Postal Ballot Form and return the same duly completed in the enclosed selfeaddressed envelope so as to reach the Scrutinizer not later than 17:00 hours IST on November 16, 2018. Postage will be borne and paid by the Company. Postal Ballot Forms, if sent at the expense of the shareholders, will also be accepted. The Postal Ballot Forms may also be deposited personally at the address given on the self addressed envelope. Please note that, Postal Ballot Forms received after 17:00 hours IST on November 16, 2018 shall be treated as not having been received and shall be deemed invalid.

Shareholders desiring to opt for e-voting as per facilities arranged by the Company are requested to read the instructions as stated in the Notes under the section 'Voting through Electronic Means'. Reference to postal ballot(s) in this Postal Ballot Notice include votes received electronically.

The Scrutinizer will submit his report to the Chairman of the Board (the "Chairman") or any other duly authorized person of the Company after completion of the scrutiny of the postal ballots (including evoting). The result of the Postal Ballot (including e-voting) shall be declared by the Chairman or any other duly authorized person of the Company on or before November 18, 2018 and accordingly communicated to the Stock Exchanges, Depository, Registrar And Share Transfer Agentsdahd shall also be displayed on the Company's website, www.tastybite.com[investorsl and on t ebsiteof Karvy i.e. https:[[evoting.kam.com ' 53"

//

Regd off: 201—202, Mayfair Towers, Wakdewadi, Shivajinagar, Fund -4] 1005, I ,\ Tel: 020 3021 6000; E—mail: info@tastybite.com; Fax no: 020 3021 6048 Website: www.tastybite.co.in; CIN: L15419PN1985PLC037347

The last date of receipt of the postal ballot forms / e~voting, i,e. November 16, 2018, shall be the date on which the resolutions would be deemed to have been passed, if approved by the requisite majority.

Voting through Electronic Means

• 1. Voting through electronic means:
  • i. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and any other Rule as may be applicable including amendments thereof, a member may exercise right to vote by electronic means (remote e—voting) in respect of the Resolutions contained in this notice.
  • ii. The Company is providing the e—voting facility to its members to enable them to cast their votes electronically. The Company has engaged the services of M/s. Karvy Computershare Private Limited ('Karvy') as the authorised agency to provide e-voting facility which is approved by Ministry of Corporate Affairs and has also obtained a Certificate from the Standardisation Testing and Quality Certification Directorate, Department of Information Technology, Ministry of Communications and Information Technology, Government of India, as pre prescribed under the Companies (Management and Administration) Amendments Rules, 2015.
  • iii. The postal ballot notice is placed on the website of the Company (wwthastybitecan) and of the website of the 'Karvy' (https:[(evoting.kamy.com) agency appointed for conducting the voting by electronic means.
  • iv. The members who opt to cast their votes by remote e-voting shall not be entitled to cast their vote again through postal ballot.
  • v. The Board of Directors has appointed Mr. Abhishek Jagdale, Practicing Company Secretary, Pune as the Scrutinizer for conducting e—voting and process in fair and transparent manner.
  • vi. Members are requested to carefully read the instructions for e~voting before casting their vote.
  • vii. The e-voting module shall be disabled for voting on November 16, 2018 at 17.00 hours (IST). Once the vote on the resolution is cast, the Member shall not be allowed to change it subsequently. The voting right of the shareholders shall be in proportion to their share in the paid up capital of the Company as on the cut—off date (record date) i.e. Friday, October 5, 2018
  • viii. The remote e—voting facility will be available during the following voting period after which the portal will be blocked and shall not be available for e-voting:

ofCommencemente-voting	from9.0017, 2018-Octoberam (IST)
End ofe-voting	5.00November16, 2018pm (IST)upto—	/'""~

• ix. Contact details for issues relating to e-voting: M/s. Karvy Computershare Services Pvt Ltd at Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032; Toll free no. 1800—345-4001; E—mail' E-mai| evoting@karvy.com/ ramesh.desai@karvy_com Or visit FAQ's section available at Karvy's website https:[[evoting.karvy.cgmL
• x. Details of Scrutinizer: Mr. Abhishek Jagdale, Practicing Company Secretary has been appointed" as Scrutinizer to scrutinize the e—voting process in fair and transparent manner. The Scrutinizer shall within a period of not exceeding two (2) working days from conclusion of e—voting and postal ballot period unblock the votes in presence of at least two witnesses not in employment of the Company and present his report of votes cast in favour and against the resolutions to Chairman of the Company.
• Xi. The procedure and instructions for remote e-voting are as under:
  • a) Open your web browser during the voting period by typing the URL: htt s: evotin .kar .com
  • b) Enter the login credentials (Le. User ID and password mentioned in the email forwarding the Postal Ballot Notice or mentioned on the Postal Ballot accompanying the Postal Ballot Notice in case email id is not registered and physical copy of the Postal Ballot Notice is being received by you. The said login credentials shall be valid only in case you continue to hold the shares on the cut-off date). Your Folio No/ DP ID<Client ID will be your User ID. However, if you hold shares in demat form and you are already registered with Karvy for remote e-voting, you shall use your existing User ID and password for casting your vote.
  • 1. Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the Postal Ballot Notice and holding shares as on the cut- off date I.e. October 05, 2018, may obtain the User id and password in the manner as mentioned below:
    • . If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS : MYEPWD Event number + Folio No. or DP ID Client ID to 9212993399

Example for NSDL : MYEPWD IN12345612345678 Example for CDSL : MYEPWD 1402345612345678

Example for Physical : MYEPWD XXXX1234567

• If e—mail or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of httpszzzevotingkarvycom, the member may click "forgot password" and enter Folio No. or DP ID Client ID and PAN to generate a password.
  • Member may call Karvy's toll free number 1-800-34S4~001.
  • . Member may send an email request to evoting@karvy.com

If the member is already registered with Karvy for remote e»voting, he can use his (— existing User ID and password for casting the vote without any need for obtaining any new User ID and password.

d) After entering these details appropriately, click on "LOGIN".

• c) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A~Z), one lower case (a—z), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You will also be required to enter a secret question and answer of your choice to enable you to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• 1. You need to login again with the new credentials.

• g) On successful login, the system will prompt you to select the Event Number for Tasty Bite Eatables Limited.

• h) On the voting page you will see the Resolution description and the options "FOR/AGAINST/ABSTAIN" for voting. Enter the number of shares (which represents the number of votes) as on the cut—off date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially in "AGAINST" but the total number in "FOR/AGAINST" taken together should not exceed your total shareholding as on the cutoff date, as mentioned above. You may also choose the option "ABSTAIN" in case you do not want to cast vote.

• i) You may then cast your vote by selecting an appropriate option and click on "Submit".

• j) A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, members can login any number of times till they have voted on the Resolution(s).

• k) Members holding multiple folios / demat accounts shall choose the voting process separately for each of the folios / demat accounts.

  • 1. Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at email id: abhishek@csjagdale.com with a copy to evoting@karvy.com. The scanned image of the above mentioned documents should be in the naming format "Corporate Name_EVENT NO."
• 1. Once the vote on a resolution is casted by a Member, the Member shall not be allowed to change it subsequently. Further, the Members who have casted their vote through remote e-voting shall not be allowed to vote again on the Postal Ballot.

• m) In case of any query pertaining to e-voting, please contact Karvy's toll free no. 1—800-34-54-001 or visit the FAQ's section available at Karvy's websrte https:[[evoting.kar_vy.com.

• xii. Any person, who acquires the shares of the Company and becomes a members after dispatch of Postal Ballot Notice (cut—off date for dispatch of Postal Ballot Notice is October 05, 2018) and is holding shares as on the cut-off date i.e. October 17, 2018, may obtain the user id and password by sending a request at Karvy's e-mail id evoting@kai1/y.comz ramesh.desai@karvy.com or at Company's e-mail id secretarial@tastybite.com or by writing to the Company or Karvy. However, if you are already registered with Karvy for (M remote e—voting, you shall use your existing User Id and password for casting your vote ' without any need for obtaining any new User Id or Password.

  • Regd off: 201-202, Mayfair Towers, Wakdewadi, Shivajinagar, Pune -41 1005, India Tel: 020 3021 6000', E—mail: infoiQtastybiiecom; Fax no: 020 3021 6048 Website: wwwlastybilecojn; ClN: LlS419PNl985PLC037347

• Xiii. The Srutinizer shall after the conclusion of the voting through Postal Ballot Notice and e voting unblock the votes cast through e-voting in the presence of atleast two (2) witnesses not in the employment of the Company and he shall forthwith make a Consolidated Scrutinizers Report of the total votes cast in favour or against, it any, to the Chairman of the Company or person authorised by Chairman who shall countersigned the same.

• XIV. The Scrutinizers decision on the validity of the vote / ballot shall be final and binding.

• XV. The Chairman or person authorised by Chairman shall immediately/forthwith declare the result of the voting.

• xvi. The result on the resolutions shall be declared on or after the day of Scrutinizers Report and the resolutions shall be deemed to be passed subject to receipt of the requisite number of votes in favour of the resolutions.

The results declared alongwith the Scrutinizer's Report shall be placed on the website of the Company (www.tastybite.co.in) and on website of the Karvy (httpszzzevotinQXarvycom) immediately after result is declared by the Chairman and forwarded to Stock Exchanges where the shares of the Company are listed.

For Tasty Bite Eatables Limited

evil. Ravi Nigam Managing Director 00024577

Date: October 11, 2018 Place: Pune

Regd off: 201-202, Mayfair Towers, Wakdewadi, Shivajinagar, Pune —4l 1005, India Tel: 020 3021 6000; Email: infoiagtastybitecom; Fax no: 020 3021 6048 Website: www.tastybite.co.in; CIN: L15419PN1985PLC037347