INDUSTRIES LIMITED

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/,/ Regd. office

; / sachin',ri'r','d,ti?:,13;irf,l33:E ... /t"t.' 0261-2399114, cell : 98795 63372, Fax: +91'261'2397269

\IMEERA- | E'Mail : Info@meeraind'com web :www'meeraind'com

Principle Works, QualitY SPea

clN - 129298GJ2006P1C048627

NOTICE IS t.IEREBY GIVEN IHAT AN EXTRA ORDINARY GENERAT MEETING OF IHE MEMBERS

OF "MEERA TNDUSIRIES LIMITED" WItt BE HELD AT REGISTERED OFFICE OF THE COMPANY

SIIUAIED AI 2126, ROAD NO. 2, GIDC, SACHIN, SURAI . 394230 ON WEDNESDAY, I6IH

JANUARY, 2019 AI I l:00 A.M. TO CONSIDER AND IRANSACI IHE FOIIOWING BUSINESS:

A) S.PE9|Ar BUSTNESS:

l. To consider ond, if thought fit, to poss with or without modificotion(s), the

following resolution os o Speciol Resolution:

"RESOIVED THAT pursuont to the provisions of Section 62 ond other opplicoble

provisions, if ony, of the Componies Act,20l3 ond Rules mode thereunder

("Act") (including ony stotutory modificotion(s) or re-enoctment thereof for the

time being in force), Memorondum ond Articles of Associotion of the Compony,

Securities ond Exchonge Boord of lndio (lssue of Copitol ond Disclosure

Requirements) Regulotions, 2009, os omended ("ICDR Regulotions") ond ony

other rules / regulotions/guidelines, if ony, prescribed by the Securities ond

Exchonge Boord of lndio ("SEBl"), Reserve Bonk of lndio, stock exchonges ond/or

ony other stotutory/ regulotory outhority, listing ogreement executed with stock

exchonges in terms of SEBI (Listing Obligotions ond Disclosure Requirements)

Regulotions, 2015 ("SEBI LODR Regulotions") ond subject to the opprovol(s),

consent(s), permission(s) ond/or sonction(s), if ony, of the oppropriote

outhorities, institutions or bodies os moy be required ond subject to such

conditions os moy be prescribed by ony of them, while gronting ony such

opprovol(s), consent(s), permission(s) ond/or sonction(s) ond which moy be

ogreed to by the Boord of Directors of the Compony (hereinofter referred to os

the "Boord"), the consent of the Members of the Compony be qnd is hereby

occorded to the Boord of Directors of the Compony (hereinofter referred to os

the "Boord") to creote, issue, offer ond ollot, equity shores to ony persons,

whether or not those persons include the persons referred to in clouse (o) or

clouse (b) of Section 62(l) of the Componies Act,2013, os determined in

occordonce with SEBI ICDR Regulotions ond oggregoting up to Rs. l4 Crores

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INDUSTRIES LIMITED Principle Works, QualitY SPeaks.

(Fourteen Crores Only) for cosh ond upon such terms ond conditions os the

Boord moy in its obsolute discretion deem oppropriote, in occordonce with the

ICDR Regulotions ond other opplicoble lows ond regulotions provided.

FURTHER RESOTVED THAT the Boord sholl hove outhority ond power to occept

ony modificotion in the proposol os moy be required or imposed by the Securities

ond Exchonge Boord of lndio/Ministry of Corporote Affoirs/ Siock Exchonges

where the shores of the Compony ore listed or such other oppropriote quthorities

of the time of occording/gronting their opprovols, consents, permissions ond

sonctions to issue, qllotment ond listing thereof ond os ogreed to by the Boord.

FURTHER RESOLVED THAT the Compony sholl ensure thot the listing ond troding

opprovols for Equity Shores to be issued ond ollotted, ore received from the

relevont stock exchonge in occordonce with the ICDR Regulotions ond SEBI

LODR Regulotions.

FURTHER RESOIVED THAT the soid equity shores to be issued sholl ronk pori possu

with the existing equity shores of the Compony ond sholl be entitled to dividend,if ony, declored in occordonce with the stotutory guidelines thot ore in force otthe time of such declorotion.

FURTHER RESOLVED THAT the Boord be ond is hereby outhorized to determine,vory, modify, olter ony of the terms ond conditions of the securities to be issued

including reduction of the size of the issue(s), os it moy cJeem expedient, in itsdiscretion.

FURTHER RESotvED THAT for the purpose of giving effect to the qbove

Resolutions, the Boord of Directors or ony commiltee thereof be ond is herebyouthorised to do ollsuch ocis, deeds, motters ond ihings os it moy in iis obsolutediscretion deem necessory, desiroble ond expedient for such purpose, includingwithor-rt limitotion, to issue ond ollot Equity Shores, issuing certificotes/clorificotions, effecting ony modificcrtions or chonges to the foregoing (including

crN - 129298GJ2006P1C048627

Regd. oftice2126, Road No. 2, GIDC,

Sachin - 394 230, Surat.(Gui.) lndia.

et.: 0261_2399114, Cell : 98795 63372, Fax : +91-261-2397269

E-Mail : lnfo@meeraind.com Web :www.meeraind'com

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\IMEER,A'INDUSTRIES LIMITED

clN - 129298GJ2006P1C048627

modificotions to the terms of the lssue), entering into controcts, orrongements,

ogreements, documents (including for oppointment of ogencies, intermediories

ond odvisors for the lssue), in conneciion therewith ond incidentol thereto os the

Boord in its obsolute discretion deem fit without being required to seek ony fresh

consent or opprovol of the shoreholders of the Compony ond intent thot the

shoreholders sholl be deemed to hove given their opprovol ihereto expressly by

the outhority of this resolution ond further to settle oll questions, difficulties or

doubts thot moy orise in regord to the offer, issue ond ollotment of the Securities

ond utilisotion of proceeds of the Securities, occept modificotions ond

omendments if ony os moy be prescribed by the Authorities ond, toke oll other

steps which moy be incidentol, consequentiol, relevont or oncillory in this

connection ond thot the decisions of the Boord sholl be finol, binding ond

conclusive in oll respects ond further thot oll octs, deeds ond things os would

hove been done or moy be done pursuont to ond in terms of Boord

outhorizotion.

FURTHER RESOLVED THAT the Boord or ony Committee thereof be ond is hereby

outhorised to delegote the oll powers herein conferred by this resolution on it, to

the Choirmon & Monoging Director of the Compony or ony one of the Executive

Directors or ony other person(s) os it rnoy deem fit to give the effect to the

qforesoid resolution.

By Order of ihe Boord of DireclorsFor Meero lndustries limited

Ploce: Sqchin, SurolDote: 22/12/2018

Registered Office:2126, Rood No. 2,

GIDC, Sochin,Surot - 394230.

Bhovisho KhokhkhorCompony Secreiory &Complionce Otficer

i Sachin - 394 230, Surat.(Guj.) lndia'Tel.: 0261-2399114, Cell : 98795 63372, Fax : +91'261'2397269

E-Mail : lnfo@meeraind.com Web :www.meeraind.com

Principle Works, QualitY SPeaks-

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l.

NOTES:

A MEMBER ENTIILED TO ATTEND AND VOTE AI IHE MEETING IS ENTITTED IO APPOINT

ONE OR MORE PROXIES TO ATIEND AND VOIE ON A POtt INSTEAD OF IHE MEMBER.

A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

THE INSTRUMENI APPOINTING THE PROXY MUSI BE DUIY COMPTETED STAMPED,

SIGNED AND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, NOT IESS

THAN FORIY.EIGHT HOURS BEFORE IHE COMMENCEMENT OF THE MEET!NG.

A PERSON CAN ACT AS A PROXY ON BEHALI OF NOI MORE IHAN TIFTY MEMBERS

AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAT SHARE

CAPIIAL OF IHE COMPANY CARRYING VOTING RIGHIS. A MEMBER HOID!NG MORE

THAN TEN PERCENT OF THE TOIAT SHARE CAPITAL OF THE COMPANY CARRYING

VOTING RIGHTS MAY APPOINT A SINGTE PERSON AS PROXY AND SUCH PERSON

SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER OF THE

COMPANY.

4. Corporote members iniending to send their outhorised representotives to

ottend the Meeting ore requested to send to the Compony o certified true

copy of the Boord Resolution outhorizing their represeniotive to ottend ond

vote on their beholf of the Meeting.

5. Members/proxies should bring the otiendonce slip duly filled in meeting.

6. ln cose of joint holders ottending the EGM, the member whose nome oppeors

os the first holder in the order of nomes os per the register of members of the

compony will be entitled to vote.

7. A Stotement pursuont to Section 102(1) of the Componies Aci, 2013, reloting

to ihe Speciol Business to be tronsocted of the Meeting is onnexed hereto.

3.

ctN - L29298GJ2006PLC048627

Regd. office2126, Road No. 2, GIDC,

Sachin - 394 230, Surat.(Guj.) lndia.i:TITUEETTA'INDUSTRIES LIMITED

'el.: 0261-2399114, Cell : 98795 63372, Fax : +91'261-2397269

E-Mail : lnfo@meeraind.com Web:www.meeraind'com

Principle Works, Speaks

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\IM EETIA'INDUSTRIES LIMITED Principle Works, QualitY SPeaks.

8. compony hos entrusted its registror & shore tronsfer octivitc'r$ h"ffi'-':?itttootu"Fintech Pvt. Ltd., Korvy selenium tower B, Plot 31-32, Gqchibowli, Finqnciol

Districi, Nonokromgudo, Hyderobod -500032. Members ore requested to do oll

future correspondence of the soid oddress of RTA.

9. The Notice of the EGM is being sent by electronic mode to those members

whose e-moil qddresses ore registered with the Compony/Deposiiories, unless

ony members hove requested for physicol copy of the some. For members who

hove not registered their e-moil oddresses, physicol copies ore being sent by

the permitted mode. Members moy note thot this notice will olso be ovoiloble

on the compony's website viz. www.meeroind.com.

10.To prevent froudulent tronsoctions, members ore odvised to exercise due

diligence ond notify the compony of ony chonge in oddress or demise of ony

member os soon os possible. Members ore olso odvised not io leove their

demot occount(s) dormont for long. Periodic stotement of holdings should be

obtoined from the concerned DP ond holdings should be verified.

I'1. To support the 'green initiotive', members who hove not registered iheir e-moil

oddresses ore requested to register the some with DPs / Korvy Fintech Privote

Limited. Members ore requested to provide their e-moil oddress olong with DP

id/client id ond ensure thot the some is olso updoted with their respective DP

for their demot occount(s). The registered e-moil oddress will be used for

sending future communicotions.

12. A Google mop showing route mop is ottoched.

13. Attendonce slip ond proxy form is ottcrched.By Order of the Boord of Direclors

tor Meero lndustries Limiied

Ploce: Sochin, SurotDote: 22/1212018

Regislered Office:2126, Rood No. 2,

GIDC, Sochin, .

Surot - 394230.

Bhqvisho KhokhkhorCompony Secrelory &Complionce Officer

Regd. office2126, Road No. 2, GIDC,

Sachin - 394 230, Surat.(Guj.) lndia.

el.: 0261-2399114, Cell : 98795 63372, Fax: +91-261'2397269

E-Mail : lnfo@meeraind.com Web :www,meeraind'com

An tSO 9001:2015

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// Regd. office/ 2126, Road No' 2, GIDC,

/ Sachin - 394 230, Surat.(Guj') lndia./t"t., ozot-2gg9114, Cell : 98795 63372, Fax : +91-261'2397269

I g-nll"it : lnfo@meeraind'com Web :www.meeraind'coma

i:TITUEETIA'INDUSTRIES LIMITED

EXPLANATORY STATEMENT pURSUANTTO SECTTON 102(l) OF THE COMPANTES ACT,20l3

IN RESPECT OF AGENDA SET OUT IN ABOVE NOTICE OF EXTRA ORDINARY GENERAT

MEETING TO BE HEtD AT REGISTERED OFFICE OF THE COMPANY SITUATED 412126, ROAD

NO.2, GIDC, SACHIN, SURAT.394230 ON WEDNESDAY, I6IH JANUARY,2Ol9 AT II:OO

A.M.

ln terms of Section 102 of the Componies Act,2013, the following explonotory

stotement sets out oll moteriol focts reloting to the ltem No. 1 of the occomponying

notice:

ITEM NO. 1:

The present Authorized Shore Copitol of lhe Compony is Rs.5,00,00,000, Poid-up shore

copitol is Rs.3,92,75,0001- The Compony proposes to creote, offer qnd issue fresh

equity shores of the Compony of foce volue Rs. l0/- (the "Equity Shores") eoch up to

on qggregote of Rs. l4 Crores (Rupees Fourteen Crores) on such terms, in such

monner, of such time ond of such price or prices ond os moy be discovered in

occordonce with opplicoble lows, including Securities ond Exchonge Boord of lndio

(lssue of Copitol ond Disclosure Requirements) Regulotions, 2009, os omended from

time to time ("SEBl ICDR Regulotions"). to vorious cotegories of investors including

quolified institutionol investors, retoil individuol investors, non-instiiutionol investors,

non-resident lndions, foreign portfolio investors ond/ or eligible employees, qs

permitted under the SEBI (ICDR) Regulotions,2009 os omended from time to time ond

other opplicoble lows. The Equity Shores ollotted sholl ronk in oll respects pori possu

with the existing Equity Shores.

Moteriol informotion pertoining to the Further Public Cffer ("FPO") ore os follows:

l. lssue Price:

The price ond mode through which the Equity Shores will be ollotted through

the FPO sholl be determined ond finolized by the Compony in consultqiionwith the leod monoger in occordonce with the SEBI (ICDR) Regulotions, 2009

os omended from time to time.

Principle Works, QualitY SPeaks-

cr N - 129298GJ2006P1C048627

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lt.

/ Regd. office/ 2i26, Road No.2, GIDC,

; / Sachin - 394 230, surat.lculi maia.ilE ,.. ltet.,026l'2399114, cell : 98795 63372, Fax : +91'261'2397269

f,,1lfVl EERA" J 'E-itrraii,

tnio@mieraina'com weo 'www'meeraina'com

INDUSTRIES LIMITED \ Principle Works, Quality Speaks'

The object(s) of the issue:

The proceeds of the FPO ore to be utilized for the purposes thot sholl be

disclosed in the Droft Prospectus to be filed with the Stock Exchonge in

connection with the FPO, including ougmenting the copitql bose of the

Compony to meet copitol requirements for its future growth ond to ensure

complionce with regulotory requirements ond for generolcorporote purposes.

The Boord hos the outhority to modify the obove objects on the bosis of the

requirements of the Compony.

Section 62(l )(c) of the Componies Act. 2013 mondotes thot shores could be

issued to ony persons whether members of the compony or not if the speciol

resolution is possed by the members of the compony hence the Boord

recommends this resolution for your opprovol. Additionolly, to the extent the

obove requires omendments to be mode in ierms of the Componies Act, 2013

(including ony stotu,tory modificotion(s) or re-enoctment ihereof, for the time

being in force, the "Componies Act, 2013"), the SEBI (ICDR) Regulotions, 2009

os omended from time to time, ony other low or if recommended by vorious

odvisors to the Compony in connection with the FPO, the Boord will moke

necessory omendments. The Boord of Directors of the Compony hos

opproved this item in its Boqrd Meeting held on 2lsT December, 201 8 ond hove

recommended the resolution os set out in the occomponying Notice for the

opprovol of members of the Compony.

None of the Directors or Key Monogeriol Personnel ond /or their relotives, ore

in ony woy, finonciol or oiherwise, is interested or concerned in this resolution,

except to the extent of their shoreholding in the Compony.

By Order of lhe Boord of DirectorsFor Meero lndustries limited

Ploce: Sochin, SurotDote: 22112/2018

Registered Office:2126, Rood No. 2,

GIDC, Sochin, Surol - 394230.

Bhovisho KhokhkhorCompony Secretory &Complionce Officer

cr N - 129298GJ2006P1C048627

Surat Railway Station, Surat, Gujarat to Meera

lndustries Limited, Surat, Gujarat

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MEERA INDUSTRIES LIMITED

Regd. Office: - 2126, ROAD NO. 2, GIDC, SACHIN, SURAT – 394230, GUJARAT, INDIA.

CIN: L29298GJ2006PLC048627

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) Rule, 2014]

CIN : L29298GJ2006PLC048627

Name of the Company : MEERA INDUSTRIES LIMITED

Registered office : 2126, ROAD NO. 2, GIDC, SACHIN, SURAT – 394230, GUJARAT, INDIA.

I/We, being the holders(s) of____________ shares of the above named company, hereby

appoint:

1. Name: E-mail Id:

Address: Signature:

or failing him/her

2. Name: E-mail Id:

Address: Signature:

or failing him/her

3. Name: E-mail Id:

Address: Signature:

as my/our proxy to attend and vote for me/us and on my/our behalf at the EXTRA ORDINARY

GENERAL MEETING of the members of the MEERA INDUSTRIES LIMITED, to be held on the

WEDNESDAY, 16TH JANUARY, 2019 AT 11:00 A.M. at 2126, ROAD NO. 2, GIDC, SACHIN, SURAT –

394230, GUJARAT, INDIA and at any adjournment thereof in respect of such resolutions as are

indicated below:

Name of the member (s):

Registered address:

E-mail ID:

Folio No/ Client ID:

DP ID:

Resolution No.

Vote

For Against Abstain

Special Business

1. To consider a proposal of fund raising options by way of issue of

equity shares and/or such other securities as may be permitted

by the law.

Signed this_______day of_______, 2018

__________________

Signature of shareholder

________________________ ______________________ ______________________

(Signature of 1st Proxy Holder) (Signature of 2nd Proxy Holder) (Signature of 3rd Proxy Holder)

Notes :

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 commencement

of the Meeting.

2. No instrument of proxy shall be valid unless -

a) In the case of an individual shareholder, it is signed by him/her or his/her attorney, duly

authorized in writing,

b) In the case of joint holders, it is signed by the shareholder first named in the register or

his / her attorney, duly authorized in writing,

c) In the case of a body corporate signed by its officer or an attorney duly authorized in

writing.

3. It is optional to indicate your preference. If you leave the for , against , or abstain column

blank against any or all resolutions , your proxy will be entitled to vote in the manner as

he/she may deem appropriate.

4. A proxy need not to be a member of the Company and shall prove his identity at the

time of attending the Meeting.

Affix

Revenue

Stamp

ATTENDANCE SLIP

Shareholder/Proxy’s name Folio no./DP ID No./Client ID No. No. of Shares held

I hereby record my presence at the EXTRA ORDINARY GENERAL MEETING of the members of the

MEERA INDUSTRIES LIMITED, to be held on the WEDNESDAY, 16TH JANUARY, 2019 AT 11:00 A.M. at

2126, ROAD NO. 2, GIDC, SACHIN, SURAT – 394230, GUJARAT, INDIA.

_____________________________

Member’s/Proxy’s Signature

Notes:

1. The Member/Proxy or authorised representative of members, must bring the Attendance Slip

to the Meeting duly completed and signed and hand over the same at the Meeting Hall.

2. The Map to reach the EGM venue is attached.