VIKAS LIFECARE LIMITED — Proxy Solicitation & Information Statement 2020

May 19, 2020

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May 19, 2020

Listing Department National Stock Exchange of India Limited Exchange Plaza Bandra-Kurla Complex, Bandra (E), Mumbai 400 051

NSE Symbol: VIKASMCORP

Deptt of Corporate Services BSE Limited Phirozee Jeejeebhoy Towers, Dalal Street, Fort, Mumbai 400 001 Scrip Code: 542655

Re: Notice of Postal Ballot

The Board of Directors at their meeting held on May 16, 2020 had inter-alia approved the Postal Ballot Notice ("Notice") for seeking approval of members of the Company on Resolutions as set out in the said Notice.

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, please find enclosed herewith a copy of Notice of Postal Ballot dated May 16, 2020, along with Postal Ballot Form of the Company.

The Notice of Postal Ballot Notice with explanatory statement, instructions for e-voting and Postal Ballot Form are available on the Company's website www.vikasmulticorp.com.

We request you to kindly take the above information on your record.

Thanking you,

Yours faithfully,

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Enclosure: a/a

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VIKAS MULTICORP LIMITED

[CIN : L25111DL1995PLC073719]

Regd. Office : G-1/1, 34/1, East Punjabi Bagh, New Delhi 110 026 Ph. 011-40450110 | Web : www.vikasmulticorp.com | E-mail : info@vikasmulticorp.com

POSTAL BALLOT NOTICE

(Notice pursuant to Section 110 of the Companies Act, 2013, read with Rule 22 of Companies (Management & Administration) Rules, 2014).

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Secretarial Standards - 2 (SS-2), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and pursuant to other applicable laws and regulations for seeking your consent for the proposed resolutions through Postal Ballot /remote e-Voting as set out below.

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out all the material facts and reasons for the proposed Resolutions is appended herein below along with the Ballot Form (“Form”) for your consideration.

Each of the Resolution mentioned herein shall be declared as passed if; the requisite number of votes cast in favour exceeds the number of votes cast against of such resolution. Such votes may be casted by physical postal ballot or e-Voting by the last date specified by the Company for receipt of duly completed postal ballot forms or remote e-voting. The appended Resolutions shall be deemed to have been passed, if approved by requisite majority.

The Board of Director has, in compliance with Rule 22(5) of the aforesaid Rules, appointed M/s. Kumar G & Co., Company Secretaries, as the Scrutinizer, (“Scrutinizer”) for conducting the postal ballot / e-voting process in a fair and transparent manner.

You are requested to carefully read the instructions printed on the Postal Ballot Form, record your assent (for) or dissent (against) therein by filling necessary details and signatures at the designated place in the Postal Ballot Form and return the same in original duly completed in enclosed self-addressed, pre-postal stamped envelope (if posted in India) so as to reach the Scrutinizer not later than 5.00 PM on Thursday, June 18, 2020. Please note that any Postal Ballot Form (s), received after the stipulated time limit shall not be considered.

Upon Completion of the Scrutiny of the Postal Ballot, the Scrutinizer will submit his report to the Managing Director of the Company. The result of the Postal Ballot would be announced by the Managing Director of the Company or by any person as may be authorized by them at 5.00 PM on Friday, June 19, 2020 at Registered Office and the same will be displayed on the Notice Board of the Company at its Registered Office besides being communicated to the Stock Exchanges, where shares of the Company are listed and displayed along with the Scrutinizer's Report on the Company's Website i.e.www.vikasmulticorp.com.

Vikas Multicorp Limited_Postal Ballot Notice

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SPECIAL BUSINESS

Item No. 1 Consolidation of Nominal Value of the Shares

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

“RESOLVED THAT pursuant to the provisions of Section 61(1)(b) read with other applicable rules and provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force), read with the Articles of Association of the Company, any other approval, consent, permission, sanction, etc. as may be required from any government or other authority, consent of the shareholders be and is hereby accorded for consolidation of the entire authorized, issued, subscribed and paid up share capital of the Company by increasing the nominal value of the equity shares from Re. 1 (Rupee One) each to Rs. 5 (Rupees Five) each so that every 5 (five) equity shares with nominal value of Re. 1 (Rupee One) each held by a member are consolidated and re-designated into 1 (one) equity share with nominal value of Rs. 5 (Rupees Five) each.

RESOLVED FURTHER THAT no member shall be entitled to a fraction of an equity share as a result of implementation of this resolution for consolidation of equity shares and the Company shall not issue any certificate or coupon in respect of any fractional equity shares.

RESOLVED FURTHER THAT all fractional shares resulting from consolidation shall be aggregated into whole shares and held in trust by the RTA/ any of the Director/Office Bearer of the Company, as trustee appointed by the Board (“Trustee”) for the benefit of the members, and share certificates shall be issued in the name of the Trustee. Such Trustee shall as soon as possible dispose the said whole shares to such person(s) as he may deem fit, in open market through recognized stock exchange, and the net

sale proceeds from sale of such shares after adjusting the cost and expenses in respect thereof shall be distributed proportionately amongst the members, as per their entitlement, who would otherwise be entitled to such fractional shares;

RESOLVED FURTHER THAT the consolidation of equity shares be determined on the basis of those shareholders whose names appear in the Register of Members as on the Record Date as may be fixed by the Board of Directors and any Committee constituted in this behalf of the Company in this regard (hereinafter referred to as the “Record Date”).

RESOLVED FURTHER THAT for members holding equity shares in physical form as on the Record Date, the share certificates for such equity shares be treated as cancelled from the Record Date and that fresh share certificates be issued for the fully paid consolidated Equity Shares, ignoring the fractional shares, if any to such members in accordance with the Section 46 read with Companies (Share Capital and Debenture) Rules, 2014.

RESOLVED FURTHER THAT for members holding equity shares in dematerialized form as on the Record Date, their respective beneficiary accounts be credited with consolidated fully paid up equity shares, ignoring the fractional shares, if any, in lieu of equity shares held as on the Record Date.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and matters as they may in their absolute discretion deem necessary, expedient or desirable for completing the consolidation of shares of the Exchange and giving effect to the foregoing resolution, including without limitation settlement of any questions, difficulties or doubts with respect to the foregoing resolution and/ or delegate any of their powers to such person, committee, etc. as may be authorized by the Board.

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Item No. 2 Alteration of Capital Clause of Memorandum of Association of the Company

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

“RESOLVED THAT pursuant to Section 13 and Section 61 and other applicable provisions if any, of the Companies Act, 2013 and the rules, regulations, orders and notifications issued there under (including any statutory modification or reenactment thereof, for the time being in force), read with the Articles of Association of the Company, the existing Clause V of the Memorandum of Association of the Company be deleted and substituted by the following:

• V. The Authorized Share Capital of the Company is Rs. 670,000,000/- (Rupees Sixty Seven Crores only) divided into 134,000,000 (Thirteen Crore and Forty Lakh) Equity shares of Rs. 5/- (Rupees Five only) each.

RESOLVED FURTHER THAT the amendment to the Memorandum of Association as aforesaid shall take effect upon and simultaneous with, consolidation of the issued, subscribed and paid-up equity shares in the share capital of the Company by way of increase in the nominal value of each equity share from Re.1/(Rupee One) per Share to Rs. 5/- (Rupees Five) per share.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and matters as they may in their absolute discretion deem necessary, expedient or desirable for completing the consolidation of shares of the Exchange and giving effect to the foregoing resolution, including without limitation settlement of any questions, difficulties or doubts with respect to the foregoing resolution and/or delegate any of their powers to such person, committee, etc. as may be authorized by the Board.”

Item No. 3

Increase in the total shareholding limits for all Foreign Institutional Investors (‘FIIS’) including their sub-accounts upto 35% of the Paid-Up Voting Equity Capital of the Company

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

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, Foreign Exchange Management Act, 1999 (‘FEMA’), as applicable, including the regulations, guidelines and circulars issued thereunder, and all other applicable rules, regulations, guidelines, circulars, policies and laws, as applicable (including any modifications or re-enactment(s) thereof, from time to time) and subject to all applicable approval(s), permission(s), sanction(s), consent(s) and intimation(s), as may be required, and subject to such condition(s) as may be prescribed by the Reserve Bank of India (‘RBI’) or any other the relevant authorities, while granting such approval(s), permission(s), sanction(s) and consent(s), as may be required, the consent of the Members of the Company be and is hereby accorded to permit Foreign Institutional Investors (“FIIs”), as defined under the relevant regulations by the Securities and Exchange Board of India, including their subaccounts, to acquire and hold Equity Shares of the Company, by purchase or acquisition through primary or secondary market route, and under the ‘portfolio Investment scheme’ under FEMA or otherwise, upto an aggregate limit of 35% of the paid-up voting equity capital of the Company or such other limit as may be permissible under applicable laws, regulations or guidelines as at the relevant date(s) as recorded by the Board of Directors of the Company from time to time, provided however that the shareholding of each FII, on its own account and on behalf of each of their sub-accounts in the Company shall not exceed such limits as are or as may be prescribed, from time to time, under applicable laws, rules and regulations.

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RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and is hereby authorized to take all such steps and actions, including determination of the permissible limit of aggregate holding of FIIs and their sub account in the Company, and give such directions and delegate such authorities, as it may in its absolute discretion, deem appropriate including settling any question that

may arise in this regard and/or delegate any of their powers to such person, committee, etc. as may be authorized by the Board.”

By order of the board

Gaurav Aggarwal (Company Secretary) Date: May 16, 2020 M No.: 55707 Place: Delhi

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NOTES:

1. An Explanatory Statement pursuant to section 102(1) of The Companies Act, 2013 setting out the material facts concerning each item of business to be transacted is annexed hereto.

2. The Board of Directors (“The Board”) has appointed M/s. Kumar G & Co., Company Secretaries, as the Scrutinizer, for conducting the postal ballot / remote e- voting process in a fair and transparent manner.

3. Notice along with the Postal Ballot Form is being sent to the Members whose names appear on the registers of members/ list of beneficial owners as received from the National Securities Depositories Limited (NSDL) and Central Depositories Services (India) Limited (CDSL) as on cut off date i.e. Friday, May 15, 2020

4. The Notice along with the Postal Ballot Form is being sent to the Members in the electronic form to the e-mail addresses registered with their Depositories Participants (in case of electronic shareholding) / the Company’s Registrars and Transfer Agents viz. M/s Alankit Assignments Limited (in case of Physical Shareholding).

For Members whose e-mail addresses are not registered, physical copies of the Notice are being sent by permitted mode along with self-addressed postage pre-paid envelope.

1. Members who have received the notice by e- mail and who wish to vote through physical form may download the Postal Ballot Form from the “Investors” section of the website www.vikasmulticorp.com.

2. The dispatch of the Postal Ballot Notice shall be announced through an advertisement in at least (one) English Newspaper and at least (one) Hindi

newspaper, each with wide circulation in the district, where the registered office of the Company is situated and hosted on the Company Website.

1. In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules framed thereunder, the Company is pleased to provide remote e- voting facility to all its Members, to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post.

The Company has availed the services of NSDL for the purpose of providing remote e-voting facility to all its Members. Please note that remote e-voting is an alternate mode to cast votes and is optional.

HOWEVER IN CASE MEMBERS CAST THEIR VOTE BOTH VIA PHYSICAL POSTAL BALLOT AND E-VOTING, THEN VOTING THROUGH REMOTE E- VOTING SHALL PREVAIL AND VOTING DONE BY POSTAL BALLOT SHALL BE TREATED AS INVALID NOTWITHSTANDING WHICHEVER OPTION IS EXERCISED FIRST.

1. Voting rights shall be reckoned on the paid up value of shares registered in the name of the shareholders on the cut-off date, i.e. Friday, May 15, 2020 as per the Register of Members / Beneficiary position maintained by the Depository.

2. The e -voting facility will be available during the following period:

Commencement of remote e-voting: From 9.00 AM (IST) on Wednesday, the May 20, 2020.

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End of remote e-voting: Up to 5.00 PM (IST) on Thursday, June 18, 2020.

During this period, members of the Company, holding shares either in physical form or in dematerialized form as on Friday, May 15, 2020, may cast their vote electronically.

The Remote e-voting module shall be disabled by NDSL for voting thereafter. Once the vote on a resolution is casted by the member, he/she shall not be allowed to change it subsequently.

Member(s) having any grievance(s) pertaining to Postal Ballot process can contact to Mr. Gaurav Aggarwal, Company Secretary, Tel : 011-40450110 and email Id: cs@vikasmulticorp.com.

1. The Scrutinizer will collate the votes downloaded from the remote e-voting system and votes received through post to declare the final result for each of the resolution forming part of the Notice of Postal Ballot. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

2. After completion of the scrutiny of the Postal Ballot Forms and collation of the votes downloaded from the remote e-voting system, the Scrutinizer will submit his report to the Managing Director of the Company.

The result of Postal Ballot would be announced by the Managing Director of the Company on Friday, June 19, 2020, at 5.00 P.M. at the Registered Office and displayed on the Notice Board of the Company at its Registered Office and its Corporate Office besides being communicated to the Stock Exchange(s), where shares of the Company

are listed and displayed along with the Scrutinizer’s report on the Company’s Website i.e. www.vikasmulticorp.com and on the website of the NSDL i.e. www.evotingindia.nsdl.com.

The last date for receipt of postal ballot forms or remote e-voting, is upto 5.00 PM. on Thursday, June 18, 2020. The Scrutinizer decision on the validity of the Postal Ballot shall be final.

1. All the documents referred to in the accompanying notice and explanatory statement shall be open for inspection at the Corporate Office of the Company without any fee on all working days of the Company, except Saturday, between 10.00 AM and 1.30 PM from date of dispatch of notice upto the last date of receipt of votes by postal ballot/ remote e-voting.

2. The resolutions, if approved, shall be deemed to have been passed on the last date of voting, that is Thursday, June 18, 2020.

3. The voting right of shareholders shall be in proportion to one vote per fully paid equity share of the Company held by them as on the cut-off date i.e. May 15, 2020.

4. The instructions for shareholders voting electronically are as under:

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

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

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

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Vikas Multicorp Limited_Postal Ballot Notice

Details on Step 1 is mentioned below:

How to Log-into NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders’ section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

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

1. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 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 holdshares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio 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 below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, Process for those shareholders whose email ID's are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

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  1.  In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to cs@ vikasmulticorp.com.

  2.  In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@vikasmulticorp.com.

1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN,your name and your registered address.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

Details on Step 2 is given below:

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

1. After successful login at Step 1, you will be able to see the Home page of e-Voting.Click on e-Voting. Then,click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle is in active status.

3. Select “EVEN” of company for which you wish to cast your vote.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the

6. number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

7. Upon confirmation, the message “Vote cast successfully” will be displayed.

8. You can also take the printout of the votes cast by you by clicking on the print option.

9. Once you confirm your vote on the resolution, it will not be allowed to modify your vote.

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to kumargpankaj@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Login to the voting website will be disabled upon five unsuccessful attempts to key in the correct password.

In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in

By order of the board

Gaurav Aggarwal (Company Secretary) Date: May 16, 2020 M No.: 55707 Place: Delhi

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EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item No.1

The Authorized Share Capital of the Company is Rs. 670,000,000/- divided into 670,000,000 Equity shares of Re. 1/- each and the present Paid up share Capital of the Company is Rs 6,63,495,495/consisting of 6,63,495,495 Equity Shares of Re.1/- each. Equity Shares of the Company are listed and regularly being traded at NSE and BSE, both stock exchanges having nation-wide terminal but investors have to incur higher charges while transacting in the shares of the Company as certain expenses are levied based on the number of shares, thus resulting into bit illiquidity as well. The Board of Directors, in the interest of the investors at large and in order to increase the liquidity and visibility, has decided in their meeting duly held on May 16, 2020 to consolidate the nominal value of the equity shares of the Company from Re.1/- to Rs.5/- each, thereby decreasing the number of shares.

Accordingly, equity shares of face value of Re. 1/- (Rupee One) each fully paid-up of the Company existing on the Record Date shall stand consolidated into equity share of face value of Rs. 5/- (Rupees Five) each fully paid-up so that every 5 (five) equity shares with nominal value of Re. 1 (Rupee One) each held by a member are consolidated and re-designated into 1 (one) equity share with nominal value of Rs. 5 (Rupees Five) each.

The Board of Directors of your Company is aiming to achieve the following objectives by proposed consolidation in the nominal value of the Company’s equity shares:

1. Greater Investor Interest: The proposed share consolidation will result in a trading price that better reflects its maturity and also increase the profile of the Company amongst the institutional investors and the coverage of the Company amongst research houses and fund managers as the trading price per

share is expected to be higher than the trading price per existing share.

1. Stable market cap in the interest of shareholders: The proposed share consolidation will generally be beneficial to its Shareholders as it may serve to reduce the fluctuation in magnitude of the Company’s market capitalization. This may, in turn, increase market interest in the shares and generally make the shares more attractive to investors.

2. Rationalization of the share capital of the Company: The proposed share consolidation will also rationalize the share capital of the Company by reducing the number of shares outstanding. As a result of the proposed share consolidation, there would be an immediate reduction in the number of shares. Hence, the Company shall benefit from easier management of a smaller number of shares. Further, it believes that overhead costs incurred on servicing the fragmented minority shareholding will be reduced significantly post consolidation.

3. No effect of Consolidation on the Shareholders’ Funds: The proposed share consolidation will not involve payment to any shareholder of any paid-up capital of the Company, and has no effect on the shareholders’ funds of the Company. Shareholders will not be required to make any payment to the Company in respect of the proposed share consolidation. Each consolidated share will rank pari passu in all respects with each other.

4. No impact on dividend yield: The share consolidation will have no impact on the effective dividend yield of the Company’s shares, all else being equal.

The fractional shares resulting from consolidation shall be aggregated into whole shares and held in trust by the RTA/ any of the Director/Office Bearer of the Company, as trustee appointed by the Board (“Trustee”) for

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the benefit of the members, and share certificates shall be issued in the name of the Trustee. Such Trustee shall as soon as possible dispose the said whole shares to such person(s) as he may deem fit, in open market through stock exchange, and the net sale proceeds from sale of such shares after adjusting the cost and expenses in respect thereof shall be distributed proportionately amongst the members, as per their entitlement, who would otherwise be entitled to such fractional shares.

Upon approval of the shareholders for Consolidation of shares, in case the shares are held in physical, the old share certificates of face value of Rs. 1/- each will be cancelled on the record date and the new share certificates, ignoring the fractional shares, if any, will be sent to the shareholders. In case the shares are in dematerialized form, the consolidated shares, ignoring the fractional shares, if any, will be directly credited to the shareholders demat account on the record date in lieu of their existing shares.

The Board recommends the passing of the said resolution as set out in Item No. 1 of the Notice for approval of the shareholders as a Special Resolution through Postal Ballot.

None of the Director(s), Key Managerial Personnel and their relatives is, in any way, concerned or interested, financially or otherwise, in the Resolution at Item No. 1 of this Notice, except to the extent of their shareholding in the Company.

Item No. 2

In furtherance of the matters stated at Item No. 1, the Board of Directors of the Company are seeking the consent of the members to consolidate the existing authorized, issued, subscribed and paid up share capital of the Company and thereby increasing the face value of the existing equity shares from Re. 1/- each to Rs. 5/- each.

The aforesaid consolidation would require substitution of existing Capital Clause V of the

Memorandum of Association of the Company by the following:

“The Authorized Share Capital of the Company is Rs.670,000,000/- (Rupees Sixty Seven Crore only) divided into 134,000,000 (Thirteen Crore and Forty Lakh) Equity shares of Rs. 5/- (Rupees Five only) each".

Accordingly, the Board recommend the resolution as set out in Item No. 2 for approval of the shareholders as an Ordinary Resolution through Postal Ballot.

None of the Director(s), Key Managerial Personnel and their relatives is, in any way, concerned or interested, financially or otherwise, in the Resolution at Item No. 2 of this Notice, except to the extent of their shareholding in the Company.

Item No.3

Pursuant to the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 (“FEMA”) and the ‘Consolidated FDI Policy’ (issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India) (“FDI Policy”), foreign investment up to the sectoral cap of the paid-up voting equity capital is permitted. Further, under FEMA and FDI Policy, the total holdings of all FIIs registered with the Securities and Exchange Board of India (“SEBI”), including their sub-accounts is not to exceed 24% of the paid-up voting equity capital of the Company. However, this limit can be increased up to the sectoral cap/statutory ceiling of the paid-up voting equity capital of the Company after approval by the Board of Directors and the Members of the Company by way passing of a special resolution and intimation to the Reserve Bank of India.

In view of the above provisions and to have sufficient headroom for the FIIs to hold more in the paid-up voting equity capital in the Company, the Board of Directors of the Company at its meeting held on May 16, 2020 had approved the proposal for increase in the

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overall shareholding limits of the FIIs in the Company upto 35% of the paid-up voting equity capital of the Company, as permitted, subject to approval of Shareholders of the Company by way of a special resolution.

Your Board of Directors, therefore, recommends the special resolution for increase in the shareholding limits of the FIIs in the Company upto 35% of the paid-up voting equity capital of the Bank, as set forth in Item No. 3 of this Notice, for approval by the Members of the Company.

None of the Director(s), Key Managerial Personnel and their relatives is, in any way, concerned or interested, financially or otherwise, in the Resolution at Item No. 3 of this Notice, except to the extent of their shareholding in the Company.

By order of the board

Gaurav Aggarwal (Company Secretary) Date: May 16, 2020 M No.: 55707 Place: Delhi

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VIKAS MULTICORP LIMITED

[CIN : L25111DL1995PLC073719]

Regd. Office :

G-1/1, 34/1, East Punjabi Bagh, New Delhi 110 026

Ph. 011-40450110 | Web : www.vikasmulticorp.com | E-mail : info@vikasmulticorp.com

POSTAL BALLOT FORM

(Kindly refer to the instructions specified overleaf before filling the form)

Sr. No. :

1. Name and the Registered

:

Address of the Sole/First Named Member

1. Name of the Joint Holder(s), if Any

2. Registered Folio No. / DP Id No. /Client Id No.

:

:

• (*applicable to investors holding shares in dematerialized form)

• Number of Equity Shares held

:

I/We hereby exercise my/our vote(s) in respect of the following resolution(s) to be passed through Postal Ballot for the businesses stated in the Postal Ballot Notice dated May 16, 2020, by conveying my/our assent or dissent to said resolution(s) by placing the tick mark (√) in the appropriate box below:

Sl.	No Description of Resolution(s)	Type of the Resolution	No. of Equity Share held by me/us	I/We dissent to the resolution (For)	I/We dissent to the resolution (Against)
1	Special Resolution under section 61(1)(b) of the Companies Act, 2013 to consolidate the Nominal Value of Equity share of the Company from face value of Re. 1 (Rupee One) each to the face value of Rs. 5(Rupees Five)each.
2	Ordinary Resolution under section 13 and section 61 of the Companies Act, 2013 to alter the Clause No. V of the Memorandum of Association of the Company.
3	Special Resolution regarding increase in Foreign Institutional Investor (FII’s) Limit of investment in Company’s Securities upto 35%.

Place :

Date:

Signature of the Equity Shareholder

Member holding equity shares in physical form are requested to provide his email Id here:________ Members holding shares in electronic form who have not registered their email Id with Depository Participants ( ‘DP’ ) may update their email Ids with respective DP.

Vikas Multicorp Limited_Postal Ballot Form

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ELECTRONIC VOTING PARTICULARS

EVEN (E-Voting Event Number)	USER ID	PASSWORD
112932

Last date for receipt of Postal Ballot Form by Scrutinizer is Friday, June 19, 2020 on or before 05.00 p.m. IST . Note: Please read the instructions given overleaf before exercising your vote through this Postal Ballot Form.

INSTRUCTIONS FOR FILLING POSTAL BALLOT FORM

1. If a member exercises voting rights through voting by electronic means (“e-voting”) , the Postal Ballot Form need not be sent to the Company.

2. A member desirous for exercising vote by physical Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer in the enclosed self-addressed postage pre-paid Business Reply Envelope(if posted in India). Postage will be borne by the Company. Member(s) residing outside India should stamp the envelope appropriately.

3. A member may vote through e-voting as per “The instructions for shareholders voting electronically” provided in the Postal Ballot Notice sent herewith.

4. The Postal Ballot Form should be completed and signed by the member as per the specimen signature registered with the Company. In case of joint holding, the same should be completed and signed by the first-named member and in his/ her absence, by the next-named member.

5. Corporate/ Institutional Members (that is, other than Individuals, HUF, NRI, etc.) opting for physical Postal Ballot are also required to send certified true copy of the Board Resolution/Power of Attorney/Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative (s), to the Scrutinizer along with the Postal Ballot Form.

6. The consent must be accorded by recording the assent in the column “FOR” and dissent in the column “AGAINST” by placing a tick mark (√) in the appropriate box.

7. Duly completed Postal Ballot Forms should reach the Scrutinizer on or before 5.00 p.m. on Thursday, June 18, 2020 such member has not been received.

8. Voting rights shall be reckoned on the paid-up value of shares registered in the name of member /beneficial owner (in case of electronic shareholding) as on cut off date i.e Friday, May 15, 2020.

9. The vote (s)of a member will be considered invalid inter alia on any of the following grounds:

10. a) Postal Ballot Form other than one issued by the Company is used;

11. b) If the member’s signature does not tally:

12. c) If the Postal Ballot Forms is unsigned, incomplete or incorrectly filled;

13. d) If the member has made any amendment to the resolution or imposed any condition while exercising his vote;

14. e) If the Postal Ballot Form is received torn or defaced or mutilated;

15. f) Any competent authority has given directions in writing to the Company to freeze the voting rights of the member.

16. In case a Member wishes to obtain a printed Postal Ballot Form or a duplicate, he or she may request for a Postal Ballot Form, the registered office of the Company at Delhi & Company Secretary, Tel : 011-40450110, email : cs@vikasmulticorp.com.

However, the duly filled-in duplicate Postal Ballot Forms should reach the Scrutinizer not later than 5:00 p.m. on Thursday, June 18, 2020.

1. Members are requested NOT to send any other paper along with the Postal Ballot Form in the enclosed self addressed postage-prepaid Business Reply Envelope. Any extraneous paper found in such envelop would be destroyed by the Scrutinizer and the Company would not act on the same.

Vikas Multicorp Limited_Postal Ballot Form

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