TIPS MUSIC LIMITED — AGM Information 2018

Sep 1, 2018

September 1,2018

To, Listing Department BSE Limited P,J Towers, Dalal Street, Fort, Mumbai - 400 001

To, Listing Department National Stock Exchange of India Limited Exchange Plaza,5th Floor, Plot No. C/1,G Block Bandra Kurla Complex, Bandra [E), Mumbai - 400 050

Scrip Code: 532375

Symbol: TIPSINDTTD

Sub: Notice of the 22na Annual General Meeting of the Comoany

Dear Sir,

Please find enclosed the Notice of the 2Znd Annual General Meeting of Members of the Company to be held on Tuesday, September 25,2018 at 11.00 a.m. at the Jubilee Room, Hotel Sun-N-Sand, Juhu, Mumbai - 400049.

Kindly take the above on your record and acknowledge a receipt of the same.

Thanking you,

Yours faithfully, For Tips Industries Limited

Biial R, Patel Company Secretary

Encl: As above

TIPS INDUSTRIES LTD.

601, Durga Chambers, 6th Floor, Linking Rpad, Khar (West), Mumbai 400052.

NOTICE

Notice is hereby given that the 22nd Annual General Meeting of the Members of Tips Industries Limited will be held on Tuesday, September 25, 2018 at 11.00 a.m. at the Jubilee Room, Hotel Sun-N-Sand, Juhu, Mumbai - 400049, to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2018 together with the Reports of the Board of Directors and Auditors thereon.
• 1. To declare dividend on equity shares for the financial year ended March 31, 2018.*
• 1. To appoint a Director in place of Mr. Ramesh Taurani (DIN: 00010130), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Sections 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013 ("Act") and Schedule V of the Act read with Companies (Appointment and Remuneration of Managerial personnel), Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to other requisite approvals, if any, consent of the Members of the Company be and is hereby accorded for re-appointment of Mr. Kumar Taurani (DIN: 00555831) as Chairman and Managing Director of the Company for a period of three years w.e.f. June 1, 2018 to May 31, 2021 on the terms and conditions as mentioned in the draft Agreement between Mr. Kumar Taurani and the Company including remuneration as mentioned below and as approved by the Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee.

(A) Salary:

Minimum of 14 lakh per month only i.e.168 lakh per annum only or 5% of net profit of the Company, whichever is higher during the year or if there are more than 1 (one) Managing Director and/or Whole Time Directors, then 10% of net profits of the Company during the year for all of them taken together, as laid down in Section 197 of the Act.

(B) Perquisites:

Perquisites shall be provided as per Schedule V of the Act.

In addition to the above, Mr. Kumar Taurani shall be provided with a car and reimbursement of its petrol and Mobile Phone expenses.

Mr. Kumar Taurani shall not be paid any sitting fees for attending the Meetings of the Board of Directors or Committees thereof.

RESOLVED FURTHER THAT where in any financial year during the currency of the tenure of Mr. Kumar Taurani as Chairman & Managing Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary, perquisites and allowances as specified above as minimum remuneration, subject to the provisions prescribed under Section 197 read with Schedule V to the Companies Act, 2013 and rules framed thereunder and any other applicable provisions of the Act or any statutory modification(s) or re-enactment thereof.

RESOLVED FURTHER THAT as per the Articles of Association of the Company, Mr. Kumar Taurani shall not be subject to retire by rotation unless the total number of Directors (including the Managing Directors) as are not subject to retirement by rotation exceeds one-third of total number of Directors. In such case, Mr. Kumar Taurani shall be liable to retire by rotation so that the total number of Directors not liable to retire by rotation does not exceed one third of total number of Directors and after reappointment Mr. Kumar Taurani shall automatically continue to hold the office of the Managing Director.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all such 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 re-appointment as it may in its sole and absolute discretion deem fit and to delegate all or any of its powers herein conferred to any director(s) and/or officer(s) of the Company, to give effect to this resolution."

1. To consider and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Sections 196, 197, 198, 203 and all other applicable provisions, if any, of the Companies Act, 2013 ("Act") and Schedule V of the Act read with Companies (Appointment and Remuneration of Managerial personnel), Rules, 2014, (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to other requisite approvals, if any, consent of the Members of the Company be and is hereby accorded for re-appointment of Mr. Ramesh Taurani (DIN: 00010130) as Managing Director of the Company for a period of three years w.e.f. June 1, 2018 to May 31, 2021 on the terms and conditions as mentioned in the draft Agreement between Mr. Ramesh Taurani and the Company including remuneration as mentioned below and as approved by the Board of Directors of the Company on recommendation of the Nomination and Remuneration Committee.

(A) Salary:

Minimum of 14 lakh per month only i.e.168 lakh per annum only or 5% of net profit of the Company, whichever is higher during the year or if there are more than 1 (one) Managing Director and/or Whole Time Directors, then 10% of net profits of the Company during the year for all of them taken together, as laid down in Section 197 of the Act.

(B) Perquisites:

Perquisites shall be provided as per Schedule V of the Act.

In addition to the above, Mr. Ramesh Taurani shall be provided with a car and reimbursement of its petrol and Mobile Phone expenses.

Mr. Ramesh Taurani shall not be paid any sitting fees for attending the Meetings of the Board of Directors or Committees thereof.

RESOLVED FURTHER THAT where in any financial year during the currency of the tenure of Mr. Ramesh Taurani as Managing Director, the Company has no profits or its profits are inadequate, the Company will pay remuneration by way of salary, perquisites and allowances as specified above as minimum remuneration, subject to the provisions prescribed under Section 197 read with Schedule V to the Companies Act, 2013 and rules framed thereunder and any other applicable provisions of the Act or any statutory modification(s) or re-enactment thereof.

RESOLVED FURTHER THAT as per the Articles of Association of the Company, Mr. Ramesh Taurani shall not be subject to retire by rotation unless the total number of Directors (including the Managing Directors) as are not subject to retirement by rotation exceeds one-third of total number of Directors. In such case, Mr. Ramesh Taurani shall be liable to retire by rotation so that the total number of Directors not liable to retire by rotation does not exceed one third of total number of Directors and after reappointment Mr. Ramesh Taurani shall automatically continue to hold the office of the Managing Director.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all such 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 reappointment as it may in its sole and absolute discretion deem fit and to delegate all or any of its powers herein conferred to any director(s) and/or officer(s) of the Company, to give effect to this resolution."

Date: May 28, 2018

Place: Mumbai By Order of the Board of Directors

Registered Office: Bijal R. Patel 601, Durga Chambers, Linking Road, Company Secretary Khar (West), Mumbai 400 052

*The actual equity dividend to be declared by the shareholders at the 22nd Annual General Meeting will be for only equity shares other than the equity shares in respect of which the equity shareholder(s) has/ have waived/forgone his/their right to receive the dividend for the financial year ended March 31, 2018 in accordance with the Rules framed by the Board as per Note No.10 hereinafter appearing.

Notes:

• 1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 in respect of the Special Business under Item No. 4 and 5 are annexed hereto. The relevant details of the Directors seeking re-appointment/ appointment under Item Nos. 3 to 5, pursuant to Regulations 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and as required under Secretarial Standards - 2 on General Meetings issued by The Institute of Company Secretaries of India, are annexed.
• 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF. A proxy need not be a member of the Company. Proxies, in order to be effective, must be deposited at the Company's Registered Office, duly completed and signed, not less than forty-eight hours before commencement of the AGM. Proxies submitted on behalf of companies, societies, partnership firms etc., must be supported by appropriate resolutions/authority, as applicable.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

• 1. A Proxy shall not have a right to speak at the Meeting and shall not be entitled to vote except on a poll.
• 1. Body Corporate members intending to send their authorized representative to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send a duly certified copy of the Resolution authorizing their representative to attend and vote at the Meeting.
• 1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.
• 1. Members, Proxies and Authorised Representatives are requested to bring their attendance slip along with their copy of Annual

Report to the Meeting. Copies of the Annual Report will not be distributed at the Meeting.

• 1. A route map showing directions to reach the venue of the 22nd AGM is given at the end of this Report.
• 1. The Register of Members and Share Transfer Books of the Company will remain closed from September 19, 2018 to September 25, 2018 (both days inclusive), for determining the names of members eligible for dividend on Equity Shares, if declared at the AGM.
• 1. Dividend, if approved by the members at the Annual General Meeting will be paid within a period of 30 days from the date of declaration, to the Members whose names appear on the Register of Members and Register of Beneficial Owners as on September 18, 2018 as per details furnished by the Company's Share Registrar and Transfer Agent and the Depositories for this purpose.
• 1. Members had passed the Special Resolution through postal ballot on January 15, 2018 for Alteration of Article of Association relating to waive/forgo his/their right to receive the dividend (interim or final) by the Members of the Company for any financial year effective from the dividend recommended by the Board of Directors of the Company for the year ended March 31, 2018 or any year thereafter, as per the rules framed by the Board of Directors of the Company from time to time for this purpose.

Members, if so wishes to waive/forgo the right to receive dividend for the year ended March 31, 2018 shall fill up the form and send it to the Company's Registrar on or before September 18, 2018 (record date). The form prescribed by the Board of Directors of the Company for waiving/forgoing the right to receive dividend for any year shall be available for download on the Company's website www.tips.in under section "Corporate- Annual Report -2017-18" or can also be obtained from the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited.

THE BOARD OF DIRECTORS OF THE COMPANYAT ITS MEETING HELD ON NOVEMBER 29, 2017 HAVE FRAMED THE FOLLOWING RULES UNDER ARTICLE 111A OF THE ARTICLES OF ASSOCIATION OF THE COMPANY FOR EQUITY SHAREHOLDERS WHO WANT TO WAIVE/ FORGO THE RIGHT TO

RECEIVE DIVIDEND IN RESPECT OF FINANCIAL YEAR 2017-18 OR FOR ANY YEAR THEREAFTER.

• a. A Shareholder can waive/forgo the right to receive the dividend (either final and/or interim) to which he is entitled, on some or all the Equity Shares held by him in the Company as on the Record Date/Book Closure Date fixed for determining the names of Members entitled for such dividend. However, the shareholders cannot waive/forgo the right to receive the dividend (either final and/or interim) for a part of percentage of dividend on share(s).
• b. The Equity Shareholder(s) who wish to waive/forgo the right to receive the dividend for any year shall inform the Company in the form prescribed by the Board of Directors of the Company only.
• c. In case of joint holders holding the Equity Shares of the Company, all the joint holders are requested to intimate to the Company in the prescribed form their decision of waiving/forgoing their right to receive the dividend from the Company.
• d. The Shareholder, who wishes to waive/forgo the right to receive the dividend for any year shall send his irrevocable instruction waiving/ forgoing dividend so as to reach the Company before the Record Date/Book Closure Date fixed for the payment of such dividend. Under no circumstances any instruction received for waiver/forgoing of the right to receive the dividend for any year after the Record Date/ Book Closure Date fixed for the payment of such dividend for that year shall be given effect to.
• e. The instruction once given by a Shareholder intimating his waiver/forgoing of the right to receive the dividend for any year for interim, final or both shall be irrevocable and cannot be withdrawn for that particular year for such waived/ forgone the right to receive the dividend. But in case, the relevant Shares are sold by the same Shareholder before the Record Date/Book Closure Date fixed for the payment of such dividend, the instruction once exercised by such earlier Shareholder intimating his waiver/forgoing the right to receive dividend will be invalid for the next succeeding Shareholder(s) unless such next succeeding Shareholder(s)

intimates separately in the prescribed form, about his waiving/forgoing of the right to receive the dividend for the particular year.

• f. The Equity Shareholder who wish to waive/forgo their right to receive the dividend for any year can inform the Company in the prescribed form only after the beginning of the relevant financial year for which the right to receive the dividend is being waived/forgone by him.
• g. The instruction by a Shareholder to the Company for waiving/forgoing the right to receive dividend for any year is purely voluntary on the part of the Shareholder. There is a no interference with a Shareholder's Right to receive the dividend, if he does not wish to waive/forgo his right to receive the dividend. No action is required on the part of Shareholder who wishes to receive dividends as usual. Such Shareholder will automatically receive dividend as and when declared.
• h. The decision of the Board of Directors of the Company or such person(s) as may be authorized by Board of Directors of the Company shall be final and binding on the concerned Shareholders on issues arising out of the interpretation and/or implementation of these Rules.
• i. These Rules can be amended by the Board of Directors of the Company from time to time as may be required.
• 1. All unclaimed dividends up to the final dividend for FY 2009-10 have been transferred to Investor Education and Protection Fund (IEPF) of the Central Government. Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of the unpaid and unclaimed amounts lying with the Company on the website of the Company (www.tips.in), and also on the website of the Ministry of Corporate Affairs (www.mca.gov.in). Unclaimed dividend for the FY 2010-11 will fall due for transfer to the IEPF on August 31, 2018. Those Members, who have not encashed their dividends for the FY 2010-11, are requested to claim it from the RTA of the Company immediately. Those Members who have not so far claimed their dividend for the subsequent financial years are also advised to claim it from the Company or the RTA of the Company.
• 1. Members of the Company are requested to note that as per the provisions of Section 124 of the Companies Act, 2013, dividends not encashed/ claimed by the Members of the Company, within a period of 7 (seven) years from the date of declaration of dividend, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF). Members are requested to Contact Company or RTA to encash the unclaimed dividend. The Company has uploaded the details of unpaid / unclaimed dividend on its website www.tips.in.
• 1. Members holding shares in Electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address or bank mandates immediately to the Company or the Company's Share Registrars and Transfer Agents.
• 1. As per the provisions of the Companies Act, 2013 facility for making nomination is available for the Members in respect of the shares held by them. Nomination forms can be obtained from the Company's Share Registrar and Transfer Agent by Members holding shares in physical form. Members holding shares in electronic form may obtain Nomination forms from their respective Depository Participant.
• 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 their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company and Company's Share Registrars and Transfer Agents.
• 1. Members seeking any information or clarification on the accounts are requested to send in writing queries to the Company at least seven days before the date of the meeting to enable the Management to keep the information ready at the Meeting. Replies will be provided at the meeting in respect of such queries received.
• 1. Electronic copy of the Annual Report for 2017-18 is being sent to all the members whose email IDs are registered with

the Company/Depository Participants(s) for communication purposes, unless any member has requested for a physical copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2017-18 are being sent in the permitted mode.

1. To support "Green Initiative", Members are requested to register their e-mail addresses through their Depository Participants for sending the future communications by e-mail. Members holding the shares in physical form may register their e-mail addresses through the Share Registrar & Transfer Agent, giving reference of their Folio Number.

19. Voting through electronic means:

Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Company is pleased to provide its members the facility of 'remote e-voting' (e-voting from a place other than venue of the AGM) to exercise their right to vote at the 22nd AGM. The business may be transacted through e-voting services rendered by Central Depository Services (India) Limited (CDSL).

The facility for voting, through polling paper shall be made available at the venue of the 22nd AGM. The members attending the AGM, who have not already cast their vote through remote e-voting shall be able to exercise their voting rights at the AGM. The members who have already cast their vote through remote e-voting may attend the AGM but shall not be entitled to cast their vote again at the AGM.

The voting rights of the shareholders (for voting through remote e-voting or by Poll paper at the AGM) shall be in proportion to their share of the paid-up equity share capital of the Company as on September 18, 2018 ('Cut-Off Date'). 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 or of voting at the AGM.

Any person who acquires Shares of the Company and becomes a Member of the Company after the dispatch of the AGM Notice

and holds shares as on the cut-off date, i.e. September 18, 2018 may obtain the login Id and password by sending a request at rnt.helpdesk@linkintime.co.in. However, if you are already registered with CDSL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you have forgotten your password, you may reset your password by using "Forgot Password" option available on www.evotingindia.com.

The Company has appointed Mr. Shirish Shetye, Practicing Company Secretary (CP No.: 825) as the Scrutinizer for conducting the remote e-voting and the voting process at the AGM in a fair and transparent manner.

The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the AGM, and thereafter unblock the votes cast through remote e-voting, in the presence of at least two (2) witnesses not in the employment of the Company and make within 48 hours of the conclusion of the meeting a consolidated scrutinizer's report of the votes cast in favour or against, to the Chairman or to any Director or any person authorized by the Chairman for this purpose, who shall countersign the same.

The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.tips.in and on the website of CDSL and communicated to the Stock Exchanges.

The instructions for shareholders voting electronically are as under:

• (i) The voting period begins on September 22, 2018 at 9.00 a.m. and ends on September 24, 2018 at 5.00 p.m. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 18, 2018, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• (ii) The shareholders should log on to the e-voting website www.evotingindia.com.
• (iii) Click on Shareholders.

• (iv) Now Enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
• (v) Next enter the Image Verification as displayed and Click on Login.
• (vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• (vii) If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)
	• Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Envelope indicated in the PAN field.
DOB	Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/ mm/yyyy format.
Dividend Bank Details	Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.
	• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on "SUBMIT" tab.

• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (xi) Click on the EVSN of TIPS INDUSTRIES LIMITED.
• (xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.
• (xvii)If Demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii)Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.
• The list of accounts should be mailed to helpdesk. evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• (xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia.com.

Explanatory Statement in respect of the Special Business pursuant to Section 102 of the Companies Act, 2013 Item No. 4:

Mr. Kumar Taurani, founder of the Company, possesses immense knowledge and expertise in the field of Media & Entertainment Industry for more than 38 years. He is highly experienced and controls the affairs of the Company as a whole. With his constant untiring efforts to take Tips to new heights and his significant contribution till date, his vision and direction is essential for the progress of the Company.

Mr. Kumar Taurani was re-appointed as the Chairman and Managing Director of the Company at the 19th Annual General Meeting held on August 14, 2015 for a period of 3 years with effect from June 1, 2015 at remuneration of `10 lakh per month.The Company had paid the remuneration as per the Central Government approval received vide letter dated May 20, 2016.

Further, The Members of the Company, at the 21st Annual General Meeting held on September 13, 2017, approved to increase in remuneration to `14 lakh p.m. of Mr. Kumar Taurani, with effect from February 3, 2017 till his remaining term of his tenure i.e. upto May 31, 2018 as Chairman & Managing Director of the Company. His current term of appointment as Chairman & Managing Director of the Company will expire on May 31, 2018.

Consideration the duties, responsibilities and vast business experience in Media and Entertainment Industry of Mr. Kumar Taurani as Chairman and Managing Director and contribution towards improvement in performance of the Company, the Board of Directors of the Company, on recommendation of the Nomination and Remuneration Committee, at their Meeting held on May 28, 2018 approved the re-appointment of Mr. Kumar Taurani as Chairman and Managing Director of the Company for a period of three years effect from June 1, 2018 at minimum remuneration of 14 lakh p.m. i.e.168 lakh p.a.

The above remuneration shall be paid to Mr. Kumar Taurani as the minimum remuneration in the event of absence or inadequacy of profits in any financial year of the Company.

It is proposed to seek the members' approval for the re-appointment and remuneration payable to Mr. Kumar Taurani as Chairman & Managing Director of the Company, in terms of the applicable provisions of the Act as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

Mr. Ramesh Taurani, being relatives of Mr. Kumar Taurani, is also deemed to be interested in the said Resolutions.

Save and except the above, none of the other Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

The Board of Director recommends the relevant resolution for your consideration and approval as Special Resolution.

Item No. 5:

Mr. Ramesh Taurani is one of the promoters of the Company and comes with a rich experience of almost 37 years in the Media & Entertainment Industry. He has played a key role in the progress of the Company. His visualisation and dedication support to build success of the business. Under his deep insight knowledge and experience of the industry, Tips has achieved its current position.

Mr. Ramesh Taurani was re-appointed as Managing Director of the Company at the 19th Annual General Meeting held on August 14, 2015 for a period of 3 years with effect from June 1, 2015 at remuneration of `10 lakh per month. The Company had paid the remuneration as per the Central Government approval received vide letter dated May 20, 2016.

Further, The Members of the Company, at the 21st Annual General Meeting held on September 13, 2017, approved to increase in remuneration to `14 lakh p.m. of Mr. Ramesh Taurani, with effect from February 3, 2017 till his remaining term of his tenure i.e. upto May 31, 2018 as Managing Director of the Company. His current term of appointment as Managing Director of the Company will expire on May 31, 2018.

Consideration the duties, responsibilities and vast business experience in Media and Entertainment Industry of Mr. Ramesh Taurani as Managing Director and contribution towards improvement in performance of the Company, the Board of Directors of the Company, on recommendation of the Nomination and Remuneration Committee, at their Meeting held on May 28, 2018 approved the reappointment of Mr. Ramesh Taurani as Managing Director of the Company for a period of three years effect from June 1, 2018 at minimum remuneration of 14 lakh p.m. i.e.168 lakh p.a.

The above remuneration shall be paid to Mr. Ramesh Taurani as the minimum remuneration in the event of absence or inadequacy of profits in any financial year of the Company.

It is proposed to seek the members' approval for the re-appointment and remuneration payable to Mr. Ramesh Taurani as Managing Director of the Company, in terms of the applicable provisions of the Act as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

Mr. Kumar Taurani, being relatives of Mr. Ramesh Taurani, is also deemed to be interested in the said Resolutions.

Save and except the above, none of the other Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions.

The Board of Director recommends the relevant resolution for your consideration and approval as Special Resolution.

Date: May 28, 2018

Place: Mumbai By Order of the Board of Directors

Registered Office: Bijal R. Patel 601, Durga Chambers, Linking Road, Company Secretary Khar (West), Mumbai 400 052

THE INFORMATION AS PER POINT (IV) OF SECOND PROVISO OF SECTION II OF PART II OF SCHEDULE V OF THE COMPANIES ACT, 2013

I. GENERAL INFORMATION

• 1. Nature of the Industry: The Company is in the Media & Entertainment Industry. The Company is in the business of production and distribution of Cinematographic Films and exploitation of its content on various platforms.
• 2. Date of expected date of commencement of commercial production: The Company was incorporated on May 8, 1996. The Company had since commenced its business.
• 3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: N. A.
• 4. Financial Performance: (Based on the audited financial statement for the year ended year 2017-18)

	(` in Lakh)
Turnover	4749
Other Income	244
Total Expenditure	4593
Net Profit before tax	400

5. Foreign Investments or Collaborators, if any : NIL

II. INFORMATION ABOUT THE APPOINTEE:

KUMAR TAURANI

1. Background details:

Mr. Kumar S. Taurani is Chairman and Managing Director of the Company since inception. He is a commerce graduate having rich and varied experience in the Media & Entertainment Industry. His 38 years of experience in the industry has brought the Company to its current prominence.

2. Past Remuneration :

During the Financial Year 2017-18, the Company has paid `14 lakh per month vide Special Resolution passed by the Members in the 21st AGM of the Company held on September 13, 2017.

3. Recognition or awards:

Mr. Kumar Taurani is the Director of Phonographic Performance Limited (PPL), which is a copyright society in respect of sound recording, registered with the Government of India.

4. Job profile and his suitability:

Overall control, management and superintendence of the business of the Company in the ordinary course of business and exercise and perform such powers and duties as the Board may determine from time to time.

5. Remuneration proposed:

The Abstract containing details of remuneration proposed to be paid to the Chairman & Managing Director are contained in the Resolution No. 4 of the Notice of the 22nd Annual General Meeting.

6. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and the person:

Considering the vast experience in Industry and responsibility shouldered by him of the enhanced business activities of the Company, the proposed remuneration is reasonable with respect to the industry, size of the company and job profile of the appointee.

7. Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel if any:

Mr. Kumar Taurani is a Director-promoter of the Company. He has no other pecuniary relationship with the Company except to the extent of his remuneration and shareholding in the Company. He is brother of Mr. Ramesh Taurani, Managing Director of the Company.

MR. RAMESH TAURANI

1. Background details:

Mr. Ramesh S. Taurani is the Managing Director of the Company since 2005. He has enriched experience of more than 37 years in Media & Entertainment Industry. His leadership and sheer excellence in the field are the attributes of his success as an industrialist which has taken the Company to an immense echelon.

2. Past Remuneration :

During the Financial Year 2017-18, the Company has paid `14 lakh per month vide Special Resolution passed by the Members in the 21st AGM of the Company held on September 13, 2017.

3. Recognition or awards:

Under the stewardship of Mr. Ramesh Taurani, Tips has released quality films which are remembered and appreciated till date.

4. Job profile and his suitability:

Overall control, management and superintendence of the business of the Company in the ordinary course of business and exercise and perform such powers and duties as the Board may determine from time to time.

5. Remuneration proposed:

The Abstract containing details of remuneration proposed to be paid to the Managing Director are contained in the Resolution No. 5 of the Notice of the 22nd Annual General Meeting.

6. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and the person:

Considering the vast experience in Industry and responsibility shouldered by him of the enhanced business activities of the Company, the proposed remuneration is reasonable with respect to the industry, size of the company and job profile of the appointee.

7. Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel if any:

Mr. Ramesh Taurani is a Director-promoter of the Company. He has no other pecuniary relationship with the Company except to the extent of his remuneration and shareholding in the Company. He is brother of Mr. Kumar Taurani, Chairman and Managing Director of the Company.

III. OTHER INFORMATION:

1. Reasons of inadequate profit:

The Company is engaged in the business of Production and Distribution of film and exploitation of its Audio library. Audience tastes and preferences are subjective and it may not be possible to consistently predict changing audience tastes, therefore the revenue and profit is unpredictable.

2. Steps taken for improvement:

The Company is focused on creating high quality movies which appeals to the masses. With regard to music, the Company exploits its wide repertoire of music through various digital platforms, FM Radios, TV Channels etc. which is undergoing continuous innovations thereby enhancing the scope for more revenues.

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

With the launch of the third series of our "RACE" franchise during the year in association with Salman Khan Ventures Pvt. Ltd., the Company expects a good share of profit from the movie. Further on acquisition of music rights of forthcoming films from other producers and also addition of "RACE-3" music, the Company expects to increase the earning from its music repertoire.

14

IV. DISCLOSURES

The requisite disclosure of remuneration package etc. of Mr. Kumar Taurani and Mr. Ramesh has been made in the Report on Corporate Governance which forms part of the Annual Report.

Place: Mumbai By Order of the Board of Directors Date: May 28, 2018

Registered Office: Bijal R. Patel

601, Durga Chambers, Linking Road, Company Secretary Khar (West), Mumbai 400 052

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING

[Pursuant to Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Name of Director	Mr. Kumar S. Taurani	Mr. Ramesh S. Taurani
Date of Birth	July 5, 1958	January 17, 1960
Date of Appointment	May 5, 1996 September 27, 2005
Qualification & Expertise in specific functional areas	Mr. Kumar Taurani holds the Bachelor degree in commerce. He is promoters and Chairman and Managing Directors of the Company. He possesses immense knowledge and expertise in the field of Media & Entertainment Industry for more than 38 years. He controls the affairs of the Company as a whole. With his significant contribution till date, vision and direction is essential for the progress of the Company.	Mr. Ramesh S. Taurani holds the Bachelor degree in commerce. He is one of the promoters of the Company and comes with a rich experience of almost 37 years in the Media & Entertainment Industry. He has played a key role in the progress of the Company. He is widely credited for remarkable success with many blockbuster films. His visualisation and dedication support to build success of the business.
Relationships between	Mr. Kumar S. Taurani, is brother of Mr. Ramesh S.	Mr. Ramesh S. Taurani, is brother of Mr. Kumar S.
Directors inter-se	Taurani, Managing Director of the Company	Taurani, Chairman and Managing Director of the Company
Number of Shares held	28,81,915 Equity shares	28,75,911 Equity shares
Names of listed entities	NIL	NIL
in which he holds the
directorship as on March 31,
2018
Names of listed entities in	NIL	NIL
which he holds Membership
of Committees of the Board
as on March 31, 2018

TIPS INDUSTRIES LIMITED

CIN: L92120MH1996PLC099359

Regd. Office: 601, Durga Chambers, Linking Road, Khar (West), Mumbai – 400 052 Contact No.: +91 22 6643 1188 Fax No.: +91 22 6643 1189 Website: www.tips.in E-mail: response@tips.in

ATTENDANCE SLIP

(To be presented at the entrance)

Name of the Members
Registered Address
Registered Folio / DP ID & Client ID
No. of shares held

I/ We hereby record my/ our presence at the 22nd ANNUAL GENERAL MEETING of the Company at Jubilee Room, Hotel Sun-N-Sand, Juhu, Mumbai 400049, on Tuesday, September 25, 2018 at 11: 00 am.

Name of the Member / Proxy Signature of Member / Proxy

NOTE:

1) Members/Proxy holders are requested to bring this Attendance Slip to the Meeting and hand over the same at the entrance duly signed.

2) Members attending the Meeting are requested to bring their copy of the Annual Report with them.

TIPS INDUSTRIES LIMITED

CIN: L92120MH1996PLC099359

Regd. Office: 601, Durga Chambers, Linking Road, Khar (West), Mumbai – 400 052

Contact No.: +91 22 6643 1188 Fax No.: +91 22 6643 1189 Website: www.tips.in E-mail: response@tips.in

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)

Name of the Member(s)
Registered Address
Email ID:
Folio No./ Client ID:
DP ID:
I/We, being the member(s) of		shares of the above named company, hereby appoint:
1. Name :	Address:
Email ID:		Signature:	or failing him;
2. Name :	Address:
Email ID:		Signature:	or failing him;
3. Name :	Address:
Email ID:		Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 22nd Annual General Meeting of the Company, to be held on the Tuesday, September 25, 2018 at 11.00 a.m. at Jubilee Room, Hotel Sun-n-Sand, Juhu, Mumbai 400049 and at any adjournment thereof in respect of such resolutions as are indicated below:

Reso. No.	Description
ORDINARY BUSINESS
1	Adoption of Audited Financial Statements, Reports of the Board of Directors and Auditors for the financial year ended March 31, 2018.
2	Declaration of Dividend on Equity Shares for the financial year ended March 31, 2018.
3	Re-appointment of Mr. Ramesh Taurani, who retires by rotation
SPECIAL BUSINESS
4	Re-appointment of Mr. Kumar Taurani as a Chairman & Managing Director of the Company.
5	Re-appointment of Mr. Ramesh Taurani as a Managing Director of the Company.
Signed this	day of, 2018
		Affix
		Revenue

Signature of the Member Signature of Proxy

Stamp

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

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