Mac Charles (India) Ltd. — Proxy Solicitation & Information Statement 2019

Mac Charles (India)Ltd.

Regd.Office: P.B. No.174, 28,SankeyRoad, Bangalore• 560 052

Tel : 2226 2233 / 2228 2828 Fax : Intl. (0091-80)2226 7676 / 2226 2050 E-mall : [email protected]

April 3, 2019

The General Manager Listing BSE Limited P J Towers, Dalal Street, Fort Mumbal-400001

Dear Sirs,

Sub: Intimation about Agenda and Programme of Postal Ballot, pursuant to Regulation ³⁰ (6) read with Paragraph (12) and (14) of Section A of Part ^A of Schedule Ill of SEBI (Listing Obllgatlons and Disclosure Requirements) Regulations, ²⁰¹⁵ ("LODR")

Ref: Scrip Code 507836

We wish to inform you, in continuation to the communications sent earlier, pursuant to Regulation ³⁰ (6) read with paragraph (12) and (14) of Section ^A of Part ^A of Schedule Ill of SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ ("LODR"),that the company has sought the approval of the members by way of postal ballot, pursuant to the provisions of Section ¹¹⁰ of Companies Act, 2013, Rule ²² of the Companies (Management and Administration ) Rules, 2014 and Regulation 44 of the LODR, for the followingmatters:

• 1) Alteration of Clause Ill ^A of the Main Objects clause of the Memorandum of Association to take up the business of construction and real estate development;
• 2) Re-appointment of Mr Suresh Kumar Badlaney as the Manager for ^a period of ² years with effect from January 30, ²⁰¹⁹ and payment of remuneration under Section ²⁰³ of the Companies Act, 2013;
• 3) To ratify the agreement to sell, entered into with L. J. Victoria Properties Private Limited, ^a related party, towards purchase of property; cancellation of the said agreement and obtaining refund of the advance amount of Rs 198.80 crore alongwith lump sum interest of Rs 30 crore
• 4) Appointment of Mr. Chaturbhuj Bassarmal Pardhanani (DIN 00210179), who has attained the age of ⁷⁵ years, as Non Executive Director, pursuant to amended Regulation 17(1A) ofSEBI LODR
• 5) Extension of tenure upto March 31, ²⁰²⁰ of the Inter Corporate Deposit given to Embassy Property Development Private Limited, holding company and ^a related party, for Rs ³⁵ crore
• 6) Investment/Acquisition by way of purchase of equity shares representing ¹⁰⁰ % of shareholding of Blue Lagoon Real Estate Private Limited and Neptune Real Estate Private Limited, which are related pa?nsideration not exceeding Rs 203.51 crore {, ? ?·"':.::?

Mac Charles (India)Ltd.

Tel : 2226 2233 / 2228 2828 Fax : Intl. (0091-80)2226 7676 / 2226 2050 E-mail : [email protected]

The Board of Directors has appointed Mr Umesh ^P Maskeri, Practicing Company Secretary, as ^a Scrutinizer for conducting the scrutiny of votes in ^a fair and transparent manner.

The details of the calendar of events for the postal ballot is as under:

We request you to take the same on record.

Thanking you,

Yours faithfully for Mac Charles (India) Limited, ,,,,

M:::;-

Company Secretary and Compliance Officer