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Akg Exim Limited Proxy Solicitation & Information Statement 2021

Nov 8, 2021

59052_rns_2021-11-08_f7041116-9620-4851-8152-04a8e9607e93.pdf

Proxy Solicitation & Information Statement

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AKG EXIM LIMITED

CIN: L00063DL2005PLC139045

Regd. Off.: H.B. Twin Tower, 07th Floor, Netaji Subhash Place, Pitampura, Delhi-110034 Behind Kali Mata Temple, Rohini, Delhi-110085 Corp. Off.: Unit No.237, Tower B, Spazedge, Sector-47, Sohna Road, Gurgaon, 122018 Ph.: +91-124-4267873 | Fax: +91-124-4004503 Website: www.akg-global.com, Email: [email protected]

NOTICE OF POSTAL BALLOT/E-VOTING

Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration Rules), 2014

Dear Shareholders,

Notice is hereby given that pursuant to the provisions of the Section 110 and other applicable provisions, if any of the Companies Act, 2013 read with rule 22 of the Companies (Management & Administration) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force), read with the General Circulars No. 14/2020 dated 8th April, 2020, No.17/2020 dated 13th April, 2020, No. 22/2020 dated 15th June, 2020, No. 33/2020 dated 28th September, 2020, No. 39/2020 dated 31st December, 2020 and No. 10/2021 dated 23rd June 2021 in relation to "Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 read with rules made thereunder on account of COVID-19-Extension of time-reg" issued by the Ministry of Corporate Affairs ("MCA") and pursuant to Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 and as amended from time to time any statutory modification or re-enactment thereof for the time being in force, to transact the Special Business set out in this notice as Special & Ordinary Resolutions through Postal Ballots by the members of AKG EXIM LIMITED ("The Company") only through Remote E-voting.

The proposed resolutions and explanatory statements pertaining to the said resolutions, pursuant to sections 102 and 110 of the Companies Act, 2013 setting out the material facts concerning each item and the reason thereof is appended herewith for your consideration along with a 'Postal Ballot Form'.

As permitted under the MCA Circulars, the Company is sending the Notice in electronic form only. Hence, hard copy of Postal Ballot Notice along with Postal Ballot Form and pre-paid business reply envelope (BRE) will not be sent to the shareholders for this Postal Ballot and shareholders are required to communicate their assent or dissent through the remote e-voting facility. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the rules framed thereunder and the MCA Circulars, the Company has extended only the remote e-voting facility for its shareholders, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form. The instructions for remote e-voting are appended to the Notice. The shareholders can vote on the resolutions through remote e-voting facility. Assent (FOR) or dissent (AGAINST) of the shareholders of the resolutions mentioned in the Notice would only be taken through the remote e-voting system as per the MCA circulars.

The Company has engaged the services of National Securities Depository Limited ("NSDL") to provide the e-voting facility. Accordingly, members shall have to cast their vote electronically through the NSDL e-voting platform. Instructions on E-voting are enumerated as part of the Notice.

E-voting facility is available at the linkhttps://www.evoting.nsdl.com/ from Monday, 08th November, 2021, 9.00 a.m. (IST) onwards to Tuesday, 07th December 2021, 5.00 p.m. (IST).

Shareholders are requested to read carefully the e-voting instructions given in the Notes forming part of the Postal Ballot Notice, before logging into the e-voting link.

The Board of Directors of the Company, at its meeting held on Saturday, 30th October, 2021 has appointed Mr. Gagan Goel, (Membership no. 30824) Proprietor of M/s. Gagan Goel & Co., Practicing Company Secretaries, New Delhi, as the Scrutinizer for conducting the Postal Ballot (only through Remote E-voting process in a fair and transparent manner. The Scrutinizer, after completion of scrutiny, will submit his report to the Chairperson of the Company. Thereafter the results of the Postal Ballot would be announced by the Chairperson or Company Secretary of the Company on or before Wednesday, 08th December, 2021 at the Company's registered office. In addition to the results being communicated to Stock Exchanges, the results along with Scrutinizer's report will also be placed on Company's website viz. www.akg-global.com and shall also be displayed at the Company's registered office.

The Resolutions, if passed by requisite majority, shall be taken as passed effectively on the date of declaration of result i.e., Tuesday, 07th December, 2021.

The resolutions for the purpose as stated herein below is proposed to be passed by Postal Ballot (only through Remote E-voting):

SPECIAL BUSINESS:

ITEM NO. 1:-TO APPROVE THE APPOINTMENT OF M/s. DHARAM TANEJA ASSOCIATES, CHARTERED ACCOUNTANTS (FRN:003563N), AS A STATUTORY AUDITORS OF THE COMPANY IN CASUAL VACANCY CREATED BY THE RESIGNATION OF M/s. SHARMA SHARMA & CO., CHARTERED ACCOUNTANTS (FRN: 009462N):

To consider and, if thought fit, to give assent/dissent to the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 & 142 and other applicable provisions, if any, of the Companies Act, 2013 read with rules framed thereunder SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended from time to time including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force M/s. Dharam Taneja & Associates, Chartered Accountant, Delhi (having Firm Registration No. 003563N) with the Institute of Chartered Accountants of India (ICAI) having a Peer review Certificate issued by the Peer Review Board of ICAI, be and are hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Sharma Sharma & Co., Chartered Accountants, New Delhi (having FRN 009462N) (the existing Statutory Auditors till 27th September 2021), for the current Financial Year 2021-22 to hold office till the conclusion of 17th Annual General Meeting (AGM) to be held in the calendar year 2022, at such remuneration recommended by the Board & Audit Committee in their meetings held as on 30th October, 2021 as Audit Fee, Certification Fee, Tax Audit Fee (excluding GST) plus reimbursement of out-of-pocket expenses."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to finalize their terms of engagement according to the scope of their services as Statutory Auditors and other permissible assignments, if any, in line with prevailing rules and regulations made in this regard including their terms of appointment as per the provisions of Clause 6(A) and 6(B) of SEBI Circular No. CIR/CFD/ CMD1/114/2019 dated 18th October, 2019."

"RESOLVED FURTHER THAT the Board of Directors of the Company, including Audit Committee thereof, be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution."

ITEM NO. 2: -TO INCREASE THE AUTHORISED SHARE CAPITAL OF THE COMPANY:

To consider and if thought fit, to give assent/dissent, to the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 61 read with Section 64 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the board be and is hereby accorded to increase the Authorized Share Capital of the Company from the Rs. 10,75,00,000/- (Rupees Ten Crores Seventy-Five Lakhs only) consisting of 1,07,50,000 (One Crores Seven Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 32,50,00,000/- (Rupees Thirty-Two Crores Fifty Lakhs only) consisting of 3,25,00,000 (Three Crore Twenty-Five lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each by creation of additional 2,17,50,000 (Two Crore Seventeen Lakhs Fifty Thousand) Equity Shares of Rs.10/- each ranking pari passu in all respects with the existing Equity Shares of the Company.'

'FURTHER RESOLVED THAT Mrs. Mahima Goel (Managing Director), Mr. Rahul Bajaj (Chief Financial Officer & Executive Director) and Ms. Pragati Parnika (Company Secretary & Compliance Officer), be and hereby severally authorized to file, sign, verify and execute all such e-forms with Registrar of Companies, Delhi, papers or documents, as may be required and do all such acts, deeds, matters and things as may be necessary and incidental for giving effect to this resolution."

ITEM NO. 3: - TO ALTER THE CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION (MOA) OF THE COMPANY:

To consider and if thought fit, to give assent/dissent, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 13, 61 and 64 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and reenactments(s) thereof for the time being in force) and the rules framed thereunder, consent of the board be and is hereby accorded for substituting Clause V of the Memorandum of Association of the Company with the following clause:

"(V) The Authorised Share Capital of the Company is Rs.32,50,00,000/- (Rupees Thirty-Two Crores Fifty Lakhs Only) divided into 3,25,00,000 (Three Crore Twenty-Five Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each."

"FURTHER RESOLVED THAT Mrs. Mahima Goel (Managing Director), Mr. Rahul Bajaj (Chief Financial Officer & Executive Director) and Ms. Pragati Parnika (Company Secretary & Compliance Officer), be and hereby severally authorized to file, sign, verify and execute all such e-forms with Registrar of companies, Delhi, papers or documents, as may be required and do all such acts, deeds, matters and things as may be necessary and incidental for giving effect to this resolution.''

By Order of the Board of Directors For AKG Exim Limited Sd/- Pragati Parnika Company Secretary & Compliance Officer M.No.: A58202

Place: Gurugram Date: October 30, 2021

3 | P a g e

NOTES:

  1. The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 stating all material facts and the reasons for the proposals is annexed herewith.

  1. The Board of Directors of the Company ("the Board") at its meeting held on 30th October, 20201has appointed M/s. Gagan Goel & Co., Practicing Company Secretary firm (Membership No. A-30824 & COP No. 21945) to act as "The Scrutinizer" for conducting the Postal Ballot by way of remote e-voting process in accordance with the Act and in a fair and transparent manner.

  2. The Postal Ballot Notice is being sent to Members in electronic form to the email addresses registered with their Depository Participants (in case of electronic shareholding)/the Company's Registrar and Share Transfer Agents (in case of physical shareholding) and whose name appears on the Register of Members/ List of Beneficial Owners on 29th October, 2021. The Postal Ballot Notice will also be available on the Company's website at www.akg-global.com .

  3. On The Ministry of Corporate Affairs, Government of India (MCA), in terms of the General Circular No. 14/ 2020 dated 8th April, 2020, General Circular No. 17/ 2020 dated 13th April, 2020 and General Circular No. 22/2020 dated 15th June, 2020 and General Circular No. 33/ 2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020 and General Circular No. 10/2021 dated 23rd June 2021 (collectively referred to as "MCA Circulars") in view of the current extraordinary circumstances due to Covid -19 pandemic has advised the Companies to take all decisions of urgent nature requiring members approval, where any person has a right to be heard, through the mechanism of postal ballot/ e-voting in accordance with the provisions of the Act and rules made thereunder without holding a general meeting that requires physical presence of members at a common venue.

  4. The voting period begins on Monday, 08th November, 2021, 9.00 a.m. (IST) onwards to Tuesday, 07th December 2021, 5.00 p.m. (IST). During this period, shareholders of the Company, holding shares either in physical form or in dematerialised form as on the cut-off date of 29th October, 2021, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter.

  5. The Members whose email ids are not registered with the Company or Depository Participant(s) as on the Cut –Off date are requested to register their e-mail Ids by sending e-mail citing subject "AKG-Postal Ballot Registration of e-mail Id's" to Registrar and share transfer Agent (RTA) of the Company, i.e., MAS SERVICES LIMITED at [email protected] or to the Company at [email protected] with the name of registered shareholder(s), folio number(s)/DP Id/Client Id and Number of equity shares held from the e-mail address they wish to register to enable them to exercise their vote on special businesses as set out in the Postal Ballot notice through remote e-voting facility provided by NSDL.

  6. Voting rights in e-voting cannot be exercised by a proxy. However, corporate and institutional members shall be entitled to vote through their authorised representatives with proof of their authorisation.

  7. The results of the Postal Ballot will be declared on Wednesday, 8th December, 2021. The results of the Postal Ballot will be hosted on the website of the Company viz. www.akg-global.com and will also be communicated to the Stock Exchange where the equity shares of the Company are listed. The results of the Postal Ballot will be declared by the Chairman, or in his absence by the Managing

Director or Company Secretary, or any other person so authorised by the Chairman and it will display at Company's Registered Office. The resolutions will be taken as passed if the results of

the Postal Ballots indicate that the requisite majority of the shareholders assented to the Resolution.

  1. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for e-voting i.e., 7th December, 2021.

  2. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date of 29th October, 2021.

  3. The Scrutinizer's decision on the validity or otherwise of the Postal Ballot (only through remote E-Voting) will be final.

  4. Documents referred to in this notice and explanatory statement are open for inspection by the shareholders at the Registered Office of the Company on all working days (except Saturday & Sunday) from 11:00 am to 4:00 pm till from the date of dispatch of the Postal Ballot Notice up to the completion of Postal Ballot i.e., 06th November, 2021.

  5. In compliance with provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company is pleased to provide its members the facility to exercise their right to vote by electronic means as an alternate mechanism. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating e-voting in order to enable the members to cast their votes electronically instead of dispatching postal ballot form.

14. PROCEDURE/INSTRUCTIONS FOR REMOTE E-VOTING:

In terms of SEBI circular dated 09 December 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

How do I vote electronically using NSDL e-Voting system?

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 athttps://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 are 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.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
    1. 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
IN300
12**.
b) For Members who hold shares 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

Your password details are given below:

  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • 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.
  • 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, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
    1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • 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.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
    1. Now, you will have to click on "Login" button.
    1. 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.
    1. 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.
    1. Select "EVEN" of company for which you wish to cast your vote.
    1. Now you are ready for e-Voting as the Voting page opens.
    1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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 [email protected] with a copy marked to [email protected].
    1. 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 e-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 [email protected]

On account of threat posed by COVID-19 and in terms of the MCA Circulars, the Company will send Postal Ballot Notice in electronic form only and hard copy of Postal Ballot Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only.

Process for those shareholders whose email ids 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:

    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 csakg@akgglobal.com.
    1. 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 [email protected].

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 OF THE COMPANIES ACT, 2013 SETTING OUT MATERIAL FACTS:

ITEM NO. 1: APPOINTMENT OF M/s. DHARAM TANEJA ASSOCIATES, CHARTERED ACCOUNTANTS (FRN:003563N), AS A STATUTORY AUDITORS OF THE COMPANY IN CASUAL VACANCY CREATED BY THE RESIGNATION OF M/s. SHARMA SHARMA & CO., CHARTERED ACCOUNTANTS (FRN: 009462N):

M/s. Sharma Sharma & Co., Chartered Accountants, Delhi was appointed as statutory auditor of the Company by the members at their AGM held on 20th July, 2018 for a period of 3 years to hold office from the conclusion of 13th AGM until the conclusion of 16th AGM of the Company held in calendar year 2021. They have has resigned on 28th September, 2021 before completion of its term, from the position of Statutory Auditors acceding to the request of company's management to resign.

The resignation of M/s. Sharma Sharma & Co., Chartered Accountants, before completion of its term as auditor caused a casual vacancy in the office of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013 and casual vacancy so caused by the resignation of auditors can only be filled up by the Company after taking consent of the members.

The Board, on the basis of recommendation of Audit Committee, proposes that M/s. Dharam Taneja Associates, Chartered Accountants, (FRN 003563N), Delhi, be appointed as the Statutory Auditors of the Company to hold office upto the conclusion of ensuing 17th Annual General Meeting (AGM) of the Company to fill the casual vacancy caused by the resignation of said M/s. Sharma Sharma & Co., Chartered Accountants, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if approved and made by the members, would be within the limits prescribed under the Companies Act, 2013.

M/s. Dharam Taneja Associates, (having FRN 003563N), ("the Audit Firm"), is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India.

The Audit Firm holds a valid Peer Review certificate issued by the Institute of Chartered Accountants of India. It is primarily engaged in providing audit and assurance services to its clients.

The Board proposes and recommends the aforesaid resolution for your approval.

None of the Directors / Key Managerial Personnel and their relatives is in any way, concerned or interested in the said resolution.

ITEM NO. 2:-TO INCREASE THE AUTHORISED SHARE CAPITAL OF THE COMPANY:

Presently the Authorised Share Capital of the Company stands at Rs. 10,75,00,000/-(Rupees Ten Crores Seventy-Five Lakhs only) divided into 1,07,50,000 Number of Equity Shares Issuable of Rs. 10/ each.

The Company wants to expand the capital base of the Company. For that, The Board of Directors of the Company at its meeting held on 30th October, 2021 decided to increase the Authorized Capital of the Company from Rs. 10,75,00,000/-( Rupees Ten Crores Seventy-Five Lakhs only) divided into 1,07,50,000 (One Crore Seven Lakhs Fifty Thousand) Number of Equity Shares Issuable of Rs. 10/ each to Rs. 32,50,00,000/- (Rupees Thirty-Two Crores Fifty Lakhs Only) divided into 3,25,00,000 (Three Crores Twenty-Five Lakhs) Number of Equity Shares Issuable of Rs. 10/- each.

Pursuant to Section 61 and 64 the Companies Act, 2013, alteration of the Capital Clause requires approval of the members of the Company by way of passing a resolution to the effect.

The Directors of the Company and their relatives are deemed to be concerned or interested in Item No.2 only to the extent of shares held by them, if any, in the Company.

Your Board recommends the resolution for approval of the Members as an Ordinary Resolution.

ITEM NO. 3 - ALTERATION IN THE CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION (MOA) OF THE COMPANY:

The increase in the Authorized Share Capital of the Company will also require consequential amendment in the Clause V of the Memorandum of Association of the Company.

Pursuant to Section 13, 61 and 64 the Companies Act, 2013, alteration of the Capital Clause requires approval of the members of the Company by way of passing a resolution to the effect.

The Directors of the Company and their relatives are deemed to be concerned or interested in Item No.2 only to the extent of shares held by them, if any, in the Company.

Your Board recommends the resolution for approval of the Members as a Special Resolution.

By Order of the Board of Directors For AKG Exim Limited Sd/- Pragati Parnika Company Secretary & Compliance Officer M.No.: A58202

Place: Gurugram Date: October 30, 2021