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SHARE INDIA SECURITIES LIMITED CIN: L67120UP1994PLC050209

Reg. office: 6"' Milestone, New Bhai-Chara Complex, Opp. Mata Mandir, Chikambarpur UP Border Sahibabad, Uttar Pradesh-201006

Tel: +91-11-43011000; Website: www.shareindia.com; Email: vikas_cs@shareindia.com

NOTICE

Notice is hereby given that the 24 Annual General Meeting of the Members of Share India Securities Limited will be held on Saturday, September 29, 2018 at 11 :00 a.m at Hotel Radisson Blu H-3, Modipon Vihar, Sector 14,. Kaushambi, Ghaziabad, Uttar Pradesh-201 010 to transact the following business:

ORDINARY BUSINESS: 1. To receive, consider and adopt the Standalone and

Consolidated Audited Financial Statements of the Company for the financial year ended March 31. 2018, together with the reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. Rajesh Gupta (DIN: 00006056) who retires by rotation and being eligible offer himself for re-appointment.

3. To appoint a Director in place of Mrs. Saroj Gupta (DIN: 00013839) who retires by rotation and being eligible offer herself for re-appointment.

SPECIAL BUSINESS: 4. To consider and, if thought fit. to pass, with or without

modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT Pursuant to the provisions of Sections 152 and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV to the Companies Act, 2013 (including any statutory rnodification(s) or re- enactment thereof for the time being in force) Mr. Sulabh Jain (DIN:07739598). who was appointed as an Additional Independent Director w.e.f. September 01, 2018 by the Board of Directors under Section 161 of the Companies Act. 2013 and who has submitted a declaration of independence under Section 149(6) of the Companies Act, 2013 and is eligible for appointment and in respect of whom the Company has received a notice from a member in writing, under Section 160 of the Companies Act, 2013 proposing his candidature for the office of a Director. be and is hereby appointed as an Independent director of the company to hold office for 5 (Five) consecutive years for a term with effect from September 29. 2018 and whose office shall not be liable to retire by rotation."

FURTHER RESOLVED THAT Mr. Sachin Gupta, CEO & Whole-Time Director of the Company, Mr. Parveen Gupta, Chairman & Managing Director of the Company be and are hereby severally authorized to do all acts. deeds, matters and things as deem necessary, proper or desirable and to sign and execute all necessary documents, applications and returns fol· the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with the Registrar of Companies."

5. To consider and, if thouqht fit, to pass, with or without modification, the following resolution as an Ordinary Resolution:

"RESOLVED THAT Pursuant to the provisions of Sections 152 and other applicable provisions of the Companies Act, 2013 and Hie Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV to the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) Ms. Upasana Gupta (DIN: 08196058), who was appointed as an Additional Independent Director w.e.f. September 01, 2018 by the Board of Directors under Section 161 of·the Companies Act, 2013 and who has submitted a declaration of independence under Section 149(6) of the Companies Act, 2013 and is eligible for appointment and in respect of whom the Company has received a notice from a member in writing, under Section 160 of the Companies Act, 2013 proposing her candidature for the office of a Director, be and is hereby appointed as an Independent director of the company to hold office for 5 (Five) consecutive years for a term with effect from September 29, 2018 and whose office shall not be liable to retire by rotation.

FURTHER RESOLVED THAT Mr. Sachin Gupta, CEO & Whole-Time Director of the Company, Mr. Parveen Gupta, Chairman & Managing Director of the Company be and are hereby severally authorized to do all acts, deeds, matters and things as deern necessary, proper or desirable and to sign and execute all necessary documents, applications and returns for the purpose of giving effect to the aforesaid resolution along with filing of necessary E-form with ihe Registrar of Companies."

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

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Corporate Members: Corporate Members intending to send their authorized representatives are requested to send a duly certified' copy of the Board Resolution authorizing the representatives to attend and vote at the Annual General Meeting.

Members/proxies/authorised representatives should bring duly filled attendance slips sent herewith for handing over at the venue of the meeting.

k. Members holding shares in multiple folios in physical mode are requested to apply for consolidation of shares to the Company or to the Registrar & Share Transfer Agent along with relevant Share Certificates.

I. Details of Directors whose appointment as Directors and Managing Director are provided in the "Annexure" to the Notice pursuant to the provisions of the Listing Regulations and Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India (ICSI).

m. In support of the "Green Initiative" measure taken by Ministry of Corporate Affairs, Government of India, New Delhi, enabling electronic delivery of documents and also in line with circular Ref. No. GIR/CFD/DIU7 /2011 dated 5th November. 2011 issued by Securities and Exchange Board of India (SEBI) and as prescribed under the relevant provisions under the Companies Act, 2013 and the Rules made there under, Company has sent Annual Reports in Electronic Mode to the Members who have registered their E-mail IDs either with the Registrar and Transfer Agents or with the respective Depositories. However, an option is available to the Members to continue to receive tl1e physical copies of the documents/ Annual Reports by making a specific request quoting their Folio No./Client ID & DP ID to the Company or to Registrar and Transfer Agent (RTA). The Annual Report duly circulated to the members of the Corporation, is also available on the Corporation's website at www.shareindia.com.

n. Members are informed that in case of joint holders attending the AGM, only such joint holder who is first in the order of names will be entitled to vote.

o. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013. Register of contracts or arrangements in which Directors are interested, maintained under Sector 189 of the Companies Act, 2013, and documents referred to in the notice, are open for inspection at the Registered office of the Company on all working days (Monday to Saturday) between 11 :00 a.m. to 1 :00 p.m. upto the date of AGM and will also be available for inspection by the members at the venue of t11eAGM.

p. Members holding shares in physical form and desirous of making a nomination in respect of their shareholding in the Company, as permitted under Section 72 of the

Companies Act, 2013, are requested to submit to the Registrar & Share Transfer Agents of the Company the prescribed Form (Form No. SH-13) of the Companies (Share Capital and Debentures) Rules, 2014. In case of shares held in dematerialized form, the nomination has to be lodged with the respective Depository Participant.

q. The Securities and Exchange Board of India (SEBI) has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participant(s). Members holding shares in physical form shall submit their PAN details to the Company.

r. Transfer of Shares (held in Physical Form): In terms of Regulation 40(7) and 61 (4) read with Schedule VII of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, it is mandatory for the transferor(s) and the transferee(s) of the physical shares to furnish copy(ies) of their PAN card(s) for registration of transfer of shares. Transferor(s) and the Transferee(s) are requested to furnish copies of their PAN card(s) along with Share Transfer Deed duly completed and physical share certificate(s). For securities market transactions and/or for off-market or private transactions involving transfer of shares, the transferee(s) as well as transferor(s) shall furnish copy of PAN card to the Corporation / Registrar and Transfer Agents. as the case may be, for registration of such transfer of securities. In case where PAi'\J card is not available i.e. in case of residents of Sikkim, the identify proof shall be submitted for registration of such transfer of securities.

s. The Route-map to the venue of the 24th Annual General Meeting is provided at the last page of the Annual Report 2017-2018.

t. Process and manner for Members opting for e-voting are as under:: i. In compliance with provision of Section 108 of the

Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules. 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulatior1 44 of the SEBI (LODR) Regulations, 2015 the Company is pleased to provide to its Members facility to exercise their right to vote on resolutions proposed to be passed at the AGM by electronic means (e-voting).

ii. The Company is providing e-voting facility to its members to enable them to cast their vote electronically. The Company has engaged the services of Central Depository Services Limited (CDSL) as the Authorised Agency to provide e-voting facilities.

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iii. The Board of Directors have appointed Mr. Ravi Shankar (COP No. 18568) of M/s Ravi Shankar & Associates, email id contact@csravi. in, as the Scrutinizer for conducting the e-voting process in a fair and transparent manner.

iv. Members are provided with the facility for voting either through electronic voting system or polling paper· at the AGM and Members attending the meeting who have not already cast their vote by remote e-voting are eligible to exercise their right to vote at the meeting through ballot paper.

v. Members who have cast their vote by remote e-voting, prior to the AGM are also eligible to attend the meeting but shall not be entitled to cast their vote again.

vi. Members can opt for only one mode of voting, i.e., either by e-voting or at the AGM through polling paper. In case Members cast their votes through both the modes, voting done by e-voting shall prevail.

vii. The Remote e-voting shall commence on Wednesday, September 26, 2018 at 9.00 A.M. (1ST) and ends on Friday 28th September 2018 at 5.00.P.M. (1ST).

viii. The Remote e-voting shall not be allowed beyond the said date and time.

ix. A person whose name appears in the Register of Members / Beneficial Owners as on the cut-off date of Saturday September 22, 2018 only shall be entitled to avail the facility of remote e-voting as well as voting at the meeting.

x. Declaration of Result of e-voting: a) The voting rights of the Members shall be in

proportion to the paid-up value of their shares in the equity capital of the Company as on the cut-off date.

b) The Scrutinizer shall immediately after Hie conclusion of e-voting, first count the votes casted 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 not later than two working days of the conclusion of the meeting, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman of the Company or a person authorized by him in writing who should countersign the same.

c)

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Annual Report 2017 -18

d) The Results on resolutions shall be declared on or after the AGM of the Company and the resolutions will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favour of the resolutions.

e) The result declared along with the Scrutinizer's report shall be placed on the website of the Company (www.shareindia.com) and on the website of CDSL within 2 (two) days of declaration of Result and communicated to the Stock Exchange where the Company shares are use.

Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

xi. The members are requested to carefully read the instructions fore-voting before casting their vote.

xii. Any person, who acquires Shares of the Company and become Member of the Company after dispatch of the Notice and holding Shares as on the cut-off date for Rernote e-voting i.e. Saturday 22nd September. may obtain the login ID and password by sending a request at www.evotingindia.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.

PROCEDURE FOR E-VOTING: The voting period begins on Wednesday, September 26. 2018 at 9.00 A.M. (1ST) and ends on Friday September 28, 2018 at 5.00.P.M. (1ST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on cut-off date i.e September 22, May cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

The Shareholders should Log on to the e-voting website www.evotingindia.com

II Click on "Sharenotders/Mernbers" tab.

Ill Now, select the "SAHARE INDIA SECURITIES LIMITED" from the drop down menu and click on "SUBMIT"

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 lrnag(! 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 first two letters of their name and the 8 digits of the sequence number (Available on the Address label pasted in the cover and/or in the e-mail sent to the members) in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of O's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ram Kumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Bank Birth (in dd/mm/yyyy format) as recorded Details OR Date of Birth (DOB)

in your demat account or in the company records in order to login.

If both 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 reach directly the Company selection screen. However, members holding shares i11 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 fore-voting on the resolutions contained in this Notice.

XI. Click on the relevant EVSN for the relevant Company

name viz. SHARE INDIA SECURITIES UMITED on which you choose to vote.

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 tile 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 a Demat account holder has forgotten the changed login 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.Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

XIX. Note for Non - Individual Shareholders and Custodians

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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 sig11 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 linked in the login should be mailed to helpdesk.evqting@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

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format in the system for the scrutinizer to verify the same.

XX. In case you have any queries or issues regarding Remote e-voting, you may refer the Frequently Asked Questions ("FAQs") and Remote e-voting manual available at www. evotingindia.com. under help section or write an email to helpdesk.evoting@cdslindia.com.

Annual Report 201 7 -18

Except Mr. Sulabh Jain, none of the Directors or Key Managerial Personnel of the Company or their relatives is in any way concerned or interested in the resolution set out at item no. 04 of tile Notice.

ITEM No. 5 Ms. Upasana Gupta (DIN: 08196058) was appointed as an Additional Independent Director w.e.f. 01.09.2018

For and on behalf of the Board of Directors in accordance with the provisions of Section 161 of the

S I S Companies Act, 2013 and Article of Association of the

hare ndia ecurities Limited . . " . l _ ~ Company. In this regard the Company has received request '-lM, ~V'k --,A M" 1 in writing from a member of the company proposing r. 1 as ggarwa Ms. Upasana Gupta candidature 101· appointment as an

Company Secretary & Compliance Officer Independent Director of the Company in accordance with Membership No.: FCS 5512 the provisions ot Section 160 and all other applicable

Address: 1/10101, Gali No. 3K, Date: September 01, 2018 Place: Sahibabad

West Gorakh Park, Shahdara. Delhi-110032

EXPLANATORY STATEMENT IN PURSUANT THE PROVISIONS OF THE SECTION 102(1) OF THE COMPANIES ACT, 2013

ITEM N0.4 Mr. Sulabh Jain (DIN: 07739598) was appointed as an Additional Independent Director w.e.f. 01.09.2018 in accordance with the provisions of Section 161 of the Companies Act, 2013 and Article of Association of the Company. In this regard the Company has received request in . writing from a member of the company proposing Mr. Sulabh Jain candidature for appointment as an Independent Director of the Company in accordance with the provisions of Section 1 60 and all other applicable provisions of the Companies Act, 2013.

The Company has received declaration to this effect that he meets the criteria of Independent Director as provided under section 149 (6) of the Act and under Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

A brief profile of Mr. Sulabh Jain is set out in the section Annexure to the Notice.

A copy of the draft letter of appointment which will be issued to Mr. Sulabh Jain setting out the terms and conditions of his appointment as Independent Director is available for inspection by Members at the Registered Office of the Company on any working day between 11 a.rn. and 1 p.rn. Terms and Conditions for appointment of Independent Director is also available on the Company's website www.shareindia.com.

The Board feels that presence of Mr. Sulabh Jain on the Board is desirable and would be beneficial to the company and hence your Directors recommend the Resolution at item no. 04 of the accompanying Notice. for the approval of the Members of the Company by way of Ordinary Resolutions.

provisions of the Companies Act, 2013.

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The Company has received declaration to this effect that she meets the criteria of Independent Director as provided under section 149 (6) of the Act and under Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 (SEBI LODR).

A brief profile of Ms. Upasana Gupta is set out in the section Annexure to the Notice.

A copy of the draft letter of appointment which will be issued to Ms. Upasana Gupta setting out the terms and conditions of her appointment as lndependent Director is available for inspection by Members at the Registered Office of the Company on any working day between 11 a.m. and 1 p.rn. Terms and Conditions for appointment of Independent Director is also available on the Company's website www.shareindia.com.

The Board feels that presence of Ms. Upasana Gupta on the Board is desirable and would be beneficial to the company and hence your Directors recommend the Resolution at item no. 05 of the accompanying Notice. for the approval of the Members of the Company by way of Ordinary Resolutions.

Except Ms. Upasana Gupta, none of the Directors or Key Managerial Personnel of the Company or their relatives is in any way concerned or interested in the resolution set out at item no. 05 of the Notice.

ITEM NO. 6 Mr. Jatinder Pal Singh (DIN: 02886806) was appointed as an Additional Independent Director w.e.f. 01.09.2018 in accordance with the provisions of Section 161 of tile Companies Act. 2013 and Article of Association of the Company. In this regard the Company has received request in writing from a member of the company proposing Mr. Jatinder Pal Singh candidature for appointment as an Independent Director of the Company in accordance with the provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.

The Company has received declaration to this effect that he meets the criteria of Independent Director as provided under

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section 149 (6) of the Act and under Regulation 16 of the

Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations. 2015 (SEBI LODR).

A brief profile of Mr. Jatinder Pal Singh is set out in the section Annexur·e to the Notice.

A copy of the draft letter of appointment which will be issued to Mr. Jatinder Pal Singh setting out the terms and conditions of his appointment as Independent Director is available for inspection by Members at the Registered Office of the Company on any working day between 11 a.m. and 1 p.rn. Terms and Conditions

for appointment of Independent Director is also available on the Company's website www.shareindia.com.

The Board feels that presence of Mr. Jatinder Pal Singh on the Board is desirable and would be beneficial to the company and hence your Directors recommend the Resolution at item no. 06 of the accompanying Notice. for the approval of the Members of the Company by way of Ordinary Resolutions.

Except Mr. Jatinder Pal Singh. none of the Directors or Key Managerial Personnel of the Company or their relatives is in any way concerned or interested in the resolution set out at item no. 06 of the Notice.

For and on behalf of the Board of Directors Share India Securities Limited . _J ~ ~'--9-) ~g_ I

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Relationship with Brother of Mr. Yash Wife of Mr. Yash Pal N.A N.A N.A other Directors or Pal Gupta. Director Gupta, Director of the . KMPs and Mr. Parveen Company

Gupta, Charrnan & Managing Director of the Company

Directorship in other 1. Windpipe Finvest NIL Tilfil Services NIL NIL Entities Private Limited India Private

2. Share India Limited Securities (IFSC) Private limited

3. Ever-Style Services Private Limited

4. Share India Commodity Brokers Private limited

5. Anmol Financial Services Limited

Directorship in other Akashdeep Metal NIL NIL NIL NIL listed Entities Industries Limited Membership/ AKASHDEEP METAL NIL NIL NIL NIL Chairmanship of INDUSTRIES LIMITED committees in public (Membership of limited companies in Audit Committee India and Stakeholders

Relationship Committee)

Shareholding of 7.82 7.10 NIL NIL NIL Directors

Date: September 01, 2018 Place: Sahibabad

For and on behalf of the Board of Directors

~r~cu~e~L~i~ W-¢ Mr. Vikas Aggarwal

Company Secretary & Compliance Officer Membership No.: FCS 5512

Address: 1/10101, Gali No. 3K. West Gorakh Park, Shahdara. Delhi-110032

Route Map of the AGM Venue:

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SHARE INDIA SECURITIES LIMITED CIN:L67120UP1994PLC050209

Reg. office: 6"· Milestone, New Bhai-Chara Complex, Opp. Mata Mandir, Chikarnbarpur UP Border Sahibabad, Uttar Pradesh-201006

Tel: +91-11-43011000; Website: www.shareir1dia.com: Email: vikas_cs@st1areindia.com

ELECTRONIC VOTING PARTICULARS

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SHARE INDIA SECURITIES LIMITED CIN: L67120UP1994PLC050209

Reg. office: 6"' Milestone, New Bhai-Chara Complex, Opp. Mata Mandir, Chikambarpur UP Border Sahibabad, Uttar Pradesh-201006 Tel: +91-11- 43011000

Website: www.shareindia.com: Email: vikas_cs@shareindia.com

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:-------------------------------------

E-mail Id:------------------- Folio No/ Client Id: _

DP ID:---------------------------

I/We, being the member (s) holding ------------- shares of the above named company, hereby appoint

1. Name:----------------------------------------

Address:----------------------------------------

E-mail Id:----------------------------------------

Signature: , or failing him

2. Name:----------------------------------------

Address: ----------------------------------------

E-mail Id:----------------------------------------

Signature: -----------------------· or failing him

3. Name:----------------------------------------

Address:----------------------------------------

E-mail Id:----------------------------------------

Signature:-----------------------

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 241h An~ual General Meeting of the company, to be held on Saturday 29'h day of September, 2018 at 11 :00 a.m. at Hotel Radisson Blu H-3, Modipon Vihar, Sector 14, Kaushambi, Ghaziabad, Uttar Pradesh- 201010, and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolutions No.:

SI. No. Resolution *Optional For Against

ORDINARY BUSINESS

1. Adoption of Standalone and Consolidated Audited Financial Statement -of the Company for the financial year ended March 31, 2018. a report of Board of Directors and Auditors.

2. To appoint a Director in place of Mr. Rajesh Gupta (DIN: 00006056) who retires by rotation and being eligible offer himself for re-appointment

To appoint a Director in place of Mrs. Saroj Gupta (DIN: 00013839) who retires by rotation and being eligible offer herself for re-appointment

3.

SPECIAL BUSINESS

4.

5.

6.

To Regularise Mr. Sula9l1 Jain as an Independent Director

To Regularise Ms. Upasana Gupta as an Independent Director

To Regularise Mr. Jatinder Pal Singh as an Independent Director

Signed this day of .2018.

Affix Re. 1 Revenue Stamp

Signature of shareholder------------- Signature of Proxy holder(s) --------------

NOTE: 1. 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 comrnencernent of U1e Meeting.

2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 24'" Annual General Meeting.

'3. It is optional to put "X" in the appropriate column against the Resolution indicated in the Box. If you leave the "For" and "Against" column blank against any or all Resolutions. your Proxy will be entitled to vote in the manner as tie/she think appropriate.

4. Please complete all details including detail of rnernber(s) in above box before submission.