GAYLORD COMMERCIAL COMPANY LIMITED Regd . Off. : 1/1A, Biplabi Anukul Chandra Street, 5th Floor, Room No. 5G, Kolkata - 700 072

Tel. : (+91-33) 2212 6083 Fax: (+91-33) 3022 6083 Email : gaylordcom123@gmail.com Website: www.gcclimited.in ; CIN : L 17232WB1983PLC035978

Date: 4th September, 2018

To The Secretary Listing Department Metropolitan Stock Exchange of India Limited, Vibgyor Towers, 4th floor, Plot No C 62, G - 8lock, Opp. Trident Hotel, Bandra Kurla Complex, Bandra (E),Mumbai - 400098 Symbol: GAYLORD

To The Secretary Listing Department The Calcutta Stock Exchange Limited 7, Lyons Range Kolkata - 700 001 Scrip Code: 017125

Sub.: Submission of Notice of 34th Ann ual General Meeting (AGM)

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a copy of notice dated on 14th August, 2018 convening the 34th Annual General Meeting (AGM) of the Company to be held at its Registered Office at lilA, Biplabi Anukul Chandra Street, 5th Floor, Room No. 5G, Kolkata - 700 072 on Friday, the 28th

September, 2018 at 2.30 P.M.

You are requested to take the same on your record.

Thanking you,

End: As Above

GAYLORD COMMERCIAL COMPANY LIMITED Regd. Off. : 1/1A, Biplabi Anukul Chandra Street, 5th Floor, Room No. 5G, Kolkata - 700 072

Tel. : (+91-33) 2212 6083 Fax : (+91-33) 3022 6083 Email : gaylordcom123@gmail.com Website : www.gcciimited.in ; CIN : L 17232WB1983PLC035978

NOTICE TO THE MEMBERS

NOTICE is hereby given that the 34'" Annual Genera l Meeting of the Members of t he GAYLORD COMMERCIAL COMPANY LIMITED will be held at l i l A, Biplabi Anukul Chandra Street,s'" Floor, Room No. SG, Kolkata -700072 on Friday, the 28'" day of September, 2018 at 2 .30 P.M. to transact the following business:

AS ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financia l Statements of t he Company for the financial year ended 3,st March, 2018, together with the Reports of the Board of Directors and Aud itors thereon.

2. To appoint a Director in place of Mr. Beda Nand Choudhary (DIN - 00080175), who reti res by rotation and be ing eligible offers himself for re-appointment.

AS SPECIAL BUSINESS:

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

" RESOLVED THAT in supersession of the earlier resolution passed by the Members of the Company on January 5, 2017 and pursuant to the provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Meeting of Board and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, approva l of the members of the Company, be and is hereby accorded to the Board of Directors (hereinafter referred as 'Board' which term shall include a Committee thereof authorized for the purpose) of the Company to (a) grant/give loans, from time to time, on such terms and cond itions as it may deem expedient, to any person or bodies corporate; (b) provide guarantee I security to secu re any loan I obligations of any other person or bodies corporate; and (c) acquire by way of subscription, purchase or otherwise the securities of any other bodies corporat e, in excess of limits prescribed under Section 186 of the Companies Act, 2013 by an aggregate sum of up to Rs . 1,000 Crores (Rupees One Thousand Crores only), notwithstanding that the aggregate of loans and investments so far made and/o r guarantees so fa r issued to entities, along with the investments, loans, guarantee or security proposed to be made or given by the Board may exceed limits prescribed under Sect ion 186 of the Companies Act, 2013."

"RESOLVED FURTHER THAT the Board or any Committee thereof and! or any Director(s) and! or any Officer(s) as may be authorised by the Board or any Committee thereof as per the applicable provis ions of the Companies Act, 2013 be and are hereby authorised to take from time to time all decisions and steps in respect of the above loans, guarantees and investments! acquisitions including the timing, amount and other terms and conditions of such loans, guarantees and investments! acquisitions and varying the same through transfer, sale, dis investments or otherwise eit her in part or in full as it may deem appropriate, and to do and perform all such acts, deeds, matters and things, as may be necessary or expedient in this regard and to exercise all t he rights and powers wh ich wou ld vest in the Company in pursuance of such loans, guarantees and investments! acquisitions."

"RESOLVED FURTHER THAT the Board or a duly constituted Committee thereof be and is hereby authorized to decide and finali ze the terms and cond it ions wh ile making investment, giving loan or guarantee or providing securities within the aforesaid limits including with the power to transfer and dispose of t he investments so made, from time to time, and to execute all deeds, documents and other writ ings and to do all such acts, deeds, matters and things, as may be necessary and expedient for implement ing and giving effect to this resolution."

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

GAYLORD COMMERCIAL COMPANY LlMITED=====================================================

"RESOLVED THAT in supersession of the earlier resolution passed by the Members of the Company on January 5, 2017 and pursuant to the provisions of Sections 180(1) (c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactments thereof, for the time being in force) read with the rules made thereunder, as may be amended from time to time, approval of the members of the Company, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred as 'Board' which term shall include a Committee thereof authorized for the purpose) to borrow any sum or sums of money, from time to time from anyone or more persons, Bank/s, firms, bodies corporate or financial institutions from any other source whomsoever on such terms and conditions and with or without security as the Board of Directors may think fit notwithstanding that the monies already borrowed and the monies to be borrowed (apart from temporary loans obtained from Company's bankers in the ordinary course of business) may exceed the paid-up capital, free reserves and securities premium of the company, provided that the total amount up to which moneys may be borrowed by the Board shall not exceed the sum of Rs . 1000.00 Crores (Rupees One Thousand Crores only) at any point of time."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fit and to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to a Committee constituted by the Board and/or any member of such Committee."

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

"RESOLVED THAT in supersession of the earlier resolution passed by the members of the Company on January 5, 2017 and pursuant to Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any amendments, statutory modification(s) and/or re-enactment thereof for the time being in force) and the Articles of Association of the Company, approval of the members of the Company be and is hereby accorded to the Board of Directors to mortgage, hypothecate, pledge and / or charge all or any of the movable and / or immovable properties of the Company (both present and future) and lor any other assets including tangible and intangible assets or properties of the Company including the whole or substantially the whole of the Company's undertaking or undertakings, in favour of the bank(s), financial institution(s), and/or other lender(s), as may be agreed to by the Board for the purpose of securing repayment of any loans/financial assistance, along with interest, additional interest, accumulated interest, liquidated charges, commitment charges or costs, expenses and all other monies payable by the Company in respect of such borroWings subject to a maximum amount of Rs. 1000.00 crore (Rupees One Thousand Crores only), including charges subsisting as on datel/.

"RESOLVED FURTHER THAT the Board be and is hereby authorised to negotiate and finalise the terms and conditions, agreements, deeds and documents for creating the said mortgages, charges, liens, hypothecation and/or other securities and to do and perform all such acts, deeds, matters or things as may be necessary, proper, expedient or desirable to give effect to this resolution."

"RESOLVED FURTHER THAT the Board of Directors or a duly constituted Committee or person/(s) as may be authorized by the Board be and is hereby authorized to finalize the form, extent and manner of, and the documents and deeds, as may be applicable, for creating the appropriate mortgages and/or charges on such of immovable and / or movable properties of the Company on such terms and conditions and at such time(s) / tranche(s) as may be decided by the Board of Directors in consu ltation with the lenders and for reserving the aforesaid right and for performing all such acts and things as may be necessary for giving effect to this resolution."

Registered Office: lilA, Biplabi Anukul Chandra Street, S'h Floor, Room No. SG, Kolkata -700 072 Date: The 14'h day of August, 2018

GAYLORD COMMERCIAL COMPANY LlMITED=====================================================

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY, TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. Proxies in order to be effective, must be received by the Company, duly fi lled, stamped and signed, at its Registered Office not less than 48 hours before the commencement of the Meeting.

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 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person sha ll not act as a proxy for any other person or shareholder.

3. The Statement as required under Section 102 of the Companies Act, 2013 is annexed to the notice hereto.

4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send the Company a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.

5. The Register of Members and Share Transfer books of the Company shall remain closed from n od September, 2018 to 28'h September, 2018 (both days inclusive).

6. Members are requested to notify immediately any change of address & e-mail id to the Company and in case their shares are held in dematerialized form the information should be passed on to their Depository Participant (DPs) without any delay.

7. Shareholders are requested to bring the attendance slip along with copy of Annual Report at the Annual General Meeting.

8. The Members holding shares in dematerialized form are requested to update with their respective Depository Participants, their bank account deta ils (account number, g digit MICR code and 11 digit IFSC), e-mail IDs and mobile number. Members holding shares in physical form may communicate details to the Company / Registrar and Share Transfer Agents viz. Niche Technologies Pvt. Ltd ., 0-511, Bagree Market, 5th Floor, 71, B R B Basu Road, Kolkata - 700 001, by quoting the Folio No. and attaching a photocopy of the cancelled cheque leaf of their bank account and a self attested copy of their PAN card. Those shareholders who has already updated/provided the above said details need not require sending the same again.

g. Please note that as per the notification of SEBI, the Company's shares are under the compulsory Demat trading . The Shareholders who are still holding shares in physical form are requested to take immediate steps to Demat their shares to avail easy liquidity, since trading of shares of the Company are under compulsory Demat Mode as per the regulation of SEBI and also to prevent any loss of physical Share Certificate. You are therefore, requested to Demat your Share holding to avoid any inconvenience in future .

10. As per Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

submission of a copy of PAN card of the transferor and transferee is mandatory for transfer of sha res held in physical form .

11. A copy of Balance Sheet as on 31st March, 2018, Statement of Profit and Loss for the year ended on that date, the Auditors ' Report, the Directors' Report and all other documents required by law to be annexed or attached to the Balance Sheet shall be available for inspection at the Registered Office of the Company on all working days during business hours between 11.00 a.m. and 1.00 p.m. for a period of 21 days before the date of Annual General Meeting.

12. Voting Through Electronic Means

I. In compliance with provisions of Section 106 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Company is pleased to provide

GAYLORD COMMERCIAL COMPANY LlMITED=====================================================

members facility to exercise their right to vote on resolutions proposed to be considered at the 34'h Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by Central Depository Services (India) limited (CDSL)

II. The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

III. The process and manner for remote e-voting are as under:

i. The remote e-voting period commences on Tuesday 2s'h September, 2018 at (g.oo A.M) and end on Thursday 27'h September, 2018 at (5 .00 P.M). During this period members of the Company, holding shares either in physica l form or in dematerialized form, as on the cut-off date of 21" September, 2018, may cast their vote by remote e-voting . The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

ii. The shareholders should log on to the e-voting website www.evotingindia .com during the voting period .

iii. Click on "Shareholders" tab .

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, excluding the special characters .

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 . However, if you are a first time user, please 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 in the PAN field which is printed on the address sticker.

Dividend Bank details or Enter the dividend bank details or date of birth (in ddimmlyyyy) as Date of Birth (DOB) recorded in your demat account or in the company records in order to

login.

• If both the details are not recorded with the Company! Depository Participant, please enter the DP ID and Client ID/ Folio No. in the dividend bank details field as mentioned in instruction (iv) .

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

GAYLORD COMMERCIAL COMPANY LIM ITED=====================================================

ix. Members holding shares in physical form wi ll then directly reach the Company selection screen. However, members holding shares in demat form wi ll 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 for the relevant Company Name i.e. "GAYLORD COMMERCIAL COMPANY LIMITED" on which you choose to vote.

xi i. On the voting page, you wil l 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.

xii i. 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. Members can also cast their vote using CDSL's mobile app m-Voting . The m-Voting app can be downloaded from Goog le Play Store, Apple Store and Windows Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

xix . Note for Non-Individual Shareholders and Custodians:

i. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to https:/Iwww.evotingindia.com and register themselves as Corporates.

ii. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

iii . After receiving the log in details, User wou ld be able to link the account(s) for wh ich they wish to vote on.

iv. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia .com and on approval of the accounts they wou ld be able to cast their vote.

v. 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.

xx . 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 or contact them at 18002005533.

13- Institutional Members! Bodies Corporate (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. together with attested specimen Signature of the duly authorized signatory(ies) who are authorized to vote through e­mail at jagannathcs@hotmai l.com with a copy marked to helpdesk.evoting@cdslindia .com on or before 27th September, 2018, upto 5 p.m . without which the vote shall not be treated as valid.

14· The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 21

st September, 2018. A person who is not a member as on cut off date should treat this notice for information purpose only .

GAYLORD COMMERCIAL COMPANY LlMITED=====================================================

'5. The notice of t he AGM will be sent to the members, whose names appear in the register of members' beneficiary owners as at closing hours of business on 17th August, 2018.

16. The shareholders shal l have one vote per equity share held by them as on the cut-off date of 21st

September, 2018. The facility of e-voting would be provided once for every folio I client id, irrespective of the number of joint holders.

17. Since the Company is requ ired to provide members the facility to cast their vote by electronic means, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 21" September, 2018 and not casting their vote electronically, may only cast their vote at the Annual General Meeting.

18. Notice of the AGM along with attendance slip, proxy form along with the process, instructions and the manner of conducting e-voting is being sent electronically to all the members whose e-mail IDs are registered with the Company' Depository Participant(s) . For members who request for a hard copy and for those who have not registered their emai l address, physical copies of the same are being sent through the permitted mode.

19. Investors who became members of the Company subsequent to the dispatch of the Notice, Email and holds the shares as on the cut-off date i.e. 21

st September, 2018 are requested to send the written, email communication to the Company at gaylordcom123@gmail.com by mentioning their Folio No. 1 DP 10 and Client 10 to obtain the Login-ID and Password for e-voting.

20. Mr. Jagannath Kar, Company Secretary (Membership No. 20600 & CP No. 7591) has been appointed as the Scrutinizer to scrutinize the remote e-voting process and voting at the AGM in a fair and transparent manner. The Scrutinizer wi ll submit, not later than 3 days of conclusion of the AGM, a consolidated Scrutinizer's Report of the tota l votes cast in favour or against, if any, to t he Chairman of the Company or a person authorized by him in writing, who shall countersign the same and declare the resu lt of the voting forthwith .

21. The Results declared along with the Scrutinizer's Report sha ll be placed on the Company website www.gcclimited.in and on the website of CDSL. The same will be communicated to the Stock Exchange .

22. Details of Directors seeking appointment' re-appointment in the Annual General Meeting:

Name ofthe Director Mr. Beda Nand Chaudhary (DIN: 00080175)

Date of Birth 1]''' February, 1970 Date of Appointment 14'" February, 2013 Qualification B.Com Expertise in Specific Accounts and Finance Functional areas Directorship held in listed Companies Mathew Easaw Research Securities

Limited Committee Membership in other listed Audit Committee, Nomination &

Companies Remuneration Committee and Investors'

Grievance & Stakeholders' Relationship Committee.

Shareholdinq in the Company NIL

GAYLORD COMMERCIAL COMPANY LIM ITED;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 OF THE COMPANIES ACT, 2013

Item NO.-3

The members of the Company had vide resolution passed on January 5, 2017 authorized, the Board of Directors to give loans to any person, provide guarantees and/or securities for loans taken by other persons, acquire by way of subscription, investment, purchase or otherwise, the securities of any other body(ies) corporate, as may be required from time to time up to an amount of Rs. 250.00 Crore (Rupees Two Hundred Fifty Crores), notwithstanding the limits prescribed under Section 186 of the Companies Act, 2013.

As per Section 186 of the Companies Act, 2013, a Company that proposes to give loan(s), and/or guarantee(s)or provide any security(ies) in connection with loan(s) made and / or acquire by way of subscription, purchase or otherwise, the securities of any other body corporate in excess of 60% of the paid up Share Capital and Free Reserves and Securities Premium of the Company or 100% of Free Reserves and Securities Premium of the Company whichever is more, is required to obtain the approval of the shareholders.

Considering the long term business plans of the Company, which requ ires the Company to make sizeable loans / investments and issue guarantees / securities to persons or bodies corporate, from time to time, prior approval of the Members is being sought for enhancing the said limits up to an amount of Rs. 1000.00 Crore (Rupees One Thousand Crores) notwithstanding the limits prescribed under Section 186 of the Companies Act, 2013. Accordingly, the Board of Directors recommends the Special Resolution at Item nO.3 of the accompanying Notice for the approval of members.

None of the Directors and Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested, financial or otherwise, in this resolution except to the extent of their share holding in the Company, if any.

Item NO.4:

As per Section 180(1) (c) of the Companies Act, 2013, borrowings (apart from temporary loans obtained from the Company's bankers in ordinary course of business) by the Company beyond the aggregate of the paid up share capita l of the Company and its free reserves and securities premium requires the approval from the shareholders of the Company.

The members of the Company had vide a special resolution passed on January 5, 2017, authorized the Board of Directors to borrow monies (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) from time to time on behalf of the Company not exceeding RS .250.00 crore (Rupees Two Hundred Fifty crore), for the business purpose of the Company. However, keeping in view Company's requirements to fund its growing activities and operations, the Board of Directors of the Company at its meeting held on 14'h August, 2018, proposed to raise the existing borrowing limit from Rs.250 .00 Crore (Rupees Two Hundred Fifty crore) to RS.l,OOO.oo Crore (Rupees One Thousand Crore), which is subject to the approval of the Shareholders of the Company. Accordingly, the Board of Directors recommends the Special Resolution at Item nO.4 of the accompanying Notice for the approval of members.

GAYLORD COMMERCIAL COMPANY LlMITED=====================================================

Item No. s:

The members of the Company had vide their earlier resolution dated 5th January, 2017 authorized the Board of Directors to create charge! mortgage! hypothecation on the Company's assets, both present and future, in favour of the lenders, to secure the repayment of monies borrowed by the Company from time to time up to a maximum amount of Rs. 250.00 Crores (Rupees Two Hundred Fifty Crores only).

Under the provisions of Section 180(1} (a) of the Companies Act, 2013 enhancement of the above limits can be exercised by the Board only with the consent of the shareholders obtained by way of a Special Resolution. Accordingly, the Board of Directors at its meeting held on 14th August, 2018, proposed to obtain fresh approval of the shareholders by way of a Special Resolution under Section 180(1)(a) of the Companies Act, 2013, to create charge! mortgage! hypothecation !pledge on the Company's assets including tangible and intangible, both present and future, in favour of the Banks, Financial Institutions, any other Lender(s) for securing the borrowing avai led or to be availed by the Company along with interest, additional interest, accumulated interest, liquidated charges, commitment charges or costs, expenses and all other monies payable by the Company in respect of such borrowings from time to time up to the limits not exceeding Rs . 1000.00 crore (Rupees One Thousand Crores only).

Accordingly, the Board of Directors recommends the Special Resolution at Item no.s of t he accompanying Notice for the approval of members.

None of the Directors and Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested, Financial or otherwise, in this resolution except to the extent of their shareholding in the Company, if any.

Registered Office: l!lA, Biplabi Anukul Chandra Street, 5th Floor, Room No. SG, Kolkata - 700 072 Date: The 14th day of August, 2018

By order of the Board For Gaylord Commercial Company Limited

a Nand Choudhary r (DIN - 00080175)

GAYLORD COMMERCIAL COMPANY LIMITED Regd. Off. lilA, Biplabi Anuku l Chandra Street, 5

th Floor, Room No. 5G, Kolkata-700072

Tel. No. : 033-22126083, Fax: 033-30226083, Email : gay lordcom123@gmail.com

Website: www.gcciimited .in. CIN : L17232WB'983PLC035978

ATTENDANCE SLIP (34

th ANNUAL GENERAL MEETING ON FRIDAY, 2STH SEPTEMBER, 201S AT 2.30 P.M.)

Registered Folio/ DP & Client ID No.

Name and Address of t he Shareholder(s)

'" "'" I/We hereby record my/our presence at the 34 Annual Genera l Meetmg of t he Company held on Fnday, 28 September, 2018 at 2.30 P.M. at 1/1.A, Bip la bi Anukul Chandra Street, st!l Floor, Room No. SG, Ko lkata - 700 072.

Member's Folio/ Dp ID/ Client 10 No. Member's I Proxy's name in Block Letters Member's I Proxy's Signature

Note: Please complete the Folio/DP ID & Client 10 No. and name, sign this attendance slip and hand it over at the Attendance verif ication Counter at the entrance of the Meeting Hall.

... ... ................................................................... .... ...... ...... **tearhere** . ....... ........ ... ..... ............................................. . FORM NO. MGT-l1

PROXY FORM

[Pursuant To Section 105(6) ofthe Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN :l'7232VVB'983PLC035978 Name of the Company Registered Office

: Gaylord Commercial Company Limited : lIlA, Biplabi Anukul Chandra Street, _I)th Floor, Room No. I) G, Ko lkata - 700 072

Name of the Member(s): Registered Address: E-mail 10:

Folio No/ Client 10: DPID:

II We, being the member(s) of .. . ..... .. . shares of the above named Company, hereby appoint

1 . Name: ................... ....................... . Address: ........... .. ....... ... .......... .. ..... . E-ma iIID: ..... ...................... ........... . Signatu re: ................ ....................... orfa ili ng himlher,

2. Name: .............................. .. .. ......... . Address: ............... ..... ......... .......... . E-ma iI ID: .... ........................ . Signature: ....................................... or failing him/her,

3. Name: ............................. . Address: .............................. ...... .... . E·mail ID: ........................ Signature: .......................... ............ .

As my/our proxy to attend and vote (on a poll) for me/ us on my/ our behalf atthe 34th

Annual General Meeting of the Company, to be held on the Friday, 28

th Day of September, 2018 at 2.30 p.m. at l IlA, Biplabi Anukul Chandra Street, 5

th Floor, Room No. SG,

Ko lkata -700 072 and at any adjournment thereof in respect of such resolution(s) as are indica ted below:

Resolution Resolution Proposed No. 1 . Adoption of Audited Financial Statements fo r the year ended 31st March 2018. 2 . Approval to re-appoint Mr. Beda Nand Choudhary (DIN-0008o17S), Director retires

by rotation.

3· Enhanci ng the limit for providing loans, Guarantee, Security and ma king Investments under Section 186 of the Companies Act, 201l upto R5 . 1000 crores.

4· Enhanci ng the borrowing limits under Section 180 (1) (c) of the Companies Act, 2013 upto Rs . 1000 crores.

5· Enhancing the limits to provide securityl create charge on the assets of the Company under Section 180(1)(a) of the Companies Act, 2013 upto Rs. 1000 crores.

Signed this ......... day of ....... ................ 2018

Signature of the Shareholder(s) ....... .. ... .. ... .... ......... Signature of Proxy (5) ............................. .

For Against

Affix Revenue Stamp

Note: The form of Proxy in order to be effective should be duly completed and deposited at the regi stered office of the Company, not less than 48 hours before the commencement of the meeting.