Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Majestic Auto Ltd. Proxy Solicitation & Information Statement 2021

Apr 6, 2021

60647_rns_2021-04-06_2bb789fd-1b6f-4254-b597-bee8c0faaa8e.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

April 6, 2021

To

The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001

Sir's

Sub: Intimation of Extra-Ordinary General Meeting ("EGM")

Scrip Code: 500267

This is to inform that the Company has received the notice of Extra-Ordinary General Meeting ("EGM") dated 5th April, 2021 called by Requisitonists shareholders (constituting 75.48% of the share capital of company) scheduled on Tuesday, April 27, 2021 at 11:00 A.M. through video conferencing to consider the following matters:

    1. To consider the appointment of Mr. Yogendra Kumar Gupta (DIN 07029287) as an Independent Director of the company.
    1. To consider the appointment of Mr. Anil Thapar (DIN 09052517) as an Independent Director of the company.
    1. To consider the appointment of Mr. Sanjeev Krishna Sharma (DIN 00057601) as an Independent Director of the company.

This is for your kind information. Please take the above intimation on records. Notice is attached for the records.

Thanking You

Yours sincerely

For M/s Majestic Auto Limited

JUHI GARG Digitally signed by JUHI GARG Date: 2021.04.06 16:48:08 +05'30'

Juhi Garg Company Secretary M. No A35389

Encl: Notice received from the shareholders of the company

NOTICE OF EXTRA-ORDINARY GENERAL MEETING CALLED BY REQUISITONISTS SHAREHOLDERS OF MAJESTIC AUTO LIMITED

Registered Office: 10 Southern Avenue First Floor, Maharani Bagh, New Delhi - 110065 CIN: L35911DL1973PLC353132 | Website: http://www.majesticauto.in

Notice is hereby given that the Extra-Ordinary General Meeting of the members of Majestic Auto Limited (the " Company"), will be held on April 27, 2021 at 11:00 A.M. through video conferencing ("VC") on the requisition of below mentioned shareholders of Majestic Auto Limited holding 78,48,281 equity shares representing about 75.48% of the total paid up equity share capital of the Company.

Serial
No.
Name of the Requisitionists Shareholders No. of Shares held on March 10,
2021
Percentage
1. Anadi Investments Private Limited 77,57,687 74.61%
2. Renuka Munjal 40,421 0.39%
3. Tarun Murarka 19,740 0.19%
4. Mukul Murarka 18,033 0.17%
5. Pankaj Murarka 6,200 0.06%
6. Nidhi Murarka 3,200 0.03%
7. Vaibhav Murarka 1,200 0.01%
8. Gita Murarka 1,200 0.01%
9. Jayshree Murarka 200 0.00%
10. Karan Bedi 200 0.00%
11. Alok Aggarwal 100 0.00%
12. Nikhil Aggarwal 100 0.00%
Total 78,48,281 75.48%

A Notice dated March 10, 2021 under Section 160 and Section 100 of the Companies Act, 2013 (enclosed as Annexure "A") was sent to the Company on March 11, 2021 through e-mail and on March 12, 2021 through Registered Post at the registered office of the Company to:

  • Propose the candidature of Mr. Yogendra Kumar Gupta (DIN 07029287), Mr. Anil Thapar (DIN 09052517) and Mr. Sanjeev Krishana Sharma (DIN 00057601) (collectively referred as "their") as Independent Directors of the Company; along with the
  • Requisition under Section 100 of the Companies Act, 2013 for convening an Extra Ordinary General Meeting of shareholders of the Company to seek their appointment as Independent Directors of the Company.

Later, the Company vide its intimation filed with BSE Limited on 30th March 2021 informed that the Board of Directors of the Company at their meeting held on that date, has disapproved the convening of Extra Ordinary General Meeting in terms of above-said requisition.

This Notice is thus hereby given by Anadi Investments Private Limited on behalf of the requisitionists shareholders to transact the following special business items:

Item no. 1:

APPOINTMENT OF MR. YOGENDRA KUMAR GUPTA (DIN 07029287) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") (including any statutory modification or re-enactment(s) thereof, for the time being in force), Mr. Yogendra Kumar Gupta (DIN 07029287), who has submitted a declaration {along with necessary consent(s)} that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of LODR and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from Members, signifying their intention to propose Mr. Yogendra Kumar Gupta's candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation for a term of 5 (five) consecutive years from the date of passing of resolution by requisite majority."

"RESOLVED FURTHER THAT any of directors or the Company Secretary of the Company be and are hereby severally authorized to do all acts and take all such steps as may be deemed necessary, proper and expedient to implement this resolution, including but not limited to filing of requisite e-forms with Registrar of Companies."

Item no. 2:

APPOINTMENT OF MR. ANIL THAPAR (DIN 09052517) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") (including any statutory modification or re-enactment(s) thereof, for the time being in force), Mr. Anil Thapar (DIN 09052517), who has submitted a declaration {along with necessary consent(s)} that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of LODR and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from Members, signifying their intention to propose Mr. Anil Thapar's candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation for a term of 5 (five) consecutive years from the date of passing of resolution by requisite majority."

"RESOLVED FURTHER THAT any of directors or the Company Secretary of the Company be and are hereby severally authorized to do all acts and take all such steps as may be deemed necessary, proper and expedient to implement this resolution, including but not limited to filing of requisite e-forms with Registrar of Companies."

Item no. 3:

APPOINTMENT OF MR. SANJEEV KRISHANA SHARMA (DIN 00057601) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("LODR") (including any statutory modification or re-enactment(s) thereof, for the time being in force), Mr. Sanjeev Krishana Sharma (DIN 00057601), who has submitted a declaration {along with necessary consent(s)} that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of LODR and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from Members, signifying their intention to propose Mr. Sanjeev Krishana Sharma's candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation for a term of 5 (five) consecutive years from the date of passing of resolution by requisite majority."

"RESOLVED FURTHER THAT any of directors or the Company Secretary of the Company be and are hereby severally authorized to do all acts and take all such steps as may be deemed necessary, proper and expedient to implement this resolution, including but not limited to filing of requisite e-forms with Registrar of Companies."

Place: Ludhiana Date: April 05, 2021

On behalf of the requisitionists shareholders

Anadi Investments Private Limited

DP ID / Client ID: IN300214 / 16251710

NOTES

    1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5, 2020 read with circulars dated April 8, 2020, April 13, 2020, September 28, 2020 and December 31, 2020 (collectively referred to as "MCA Circulars") read with SEBI Circular SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, permitted the holding of the Annual/Extraordinary General Meeting ("EGM") through VC/OAVM without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 ("ACT") SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the EGM of the company is being held through VC.
    1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead on his/her behalf and the proxy need not be a member of the company. Since this EGM is being held pursuant to the MCA circulars through VC, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
    1. Notice is being sent through e-mail to all the shareholders as on March 12, 2021 who have registered their e-mail addresses with the Company/ Registrar and Share Transfer Agent ('RTA').
    1. Shareholders who have not received the notice due to change/ non-registration of their e-mail address with the Company/ RTA/ Depository Participants, they may request for the notice by sending an email at [email protected] along with a scanned copy of Share Certificate/ Client Master. Post receipt of such request, the shareholder would be provided soft copy of the notice and the procedure for e-voting along with the User ID and the Password.
    1. National Securities Depository Limited (NSDL), an agency authorized by the Ministry of Corporate Affairs, has been engaged to provide remote electronic voting facility to its members. Members are requested to follow the procedure as stated in the instructions of this Notice for casting of votes electronically.
    1. Ms. Ayushi Jain, Practicing Company Secretary, is appointed as the scrutinizer to scrutinize the e-voting and remote e-voting process in a fair and transparent manner.
    1. Institutional/Corporate members (i.e. other than Individuals/HUF/NRI) are required to send a scanned copy of (PDF/JPG format) of its board or governing body Resolution/Authorization etc. authorizing its representative to attend the meeting through VC on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to [email protected] with a copy marked to [email protected].
    1. In case of joint holders, the Members whose name appears as the first holder in the order of names as per the Register of Members of the company will be entitled to vote at the EGM.
    1. Members seeking any information with regard to any matter to be placed at the EGM, are requested to write to the company with a copy marked to the requisitionists at the contact details mentioned in Pt. 13 below on or before April 26, 2021
    1. Basis the copy of this Notice that would be shared by the requisitionists with the Company, Members may note that the Notice of the EGM shall also be made available by the Company on the Company's website www.majesticauto.in and on the website of BSE Limited www.bseindia.com. This notice will also be available on the website of NSDL https://www.evoting.nsdl.com/.
    1. Members attending the EGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
    1. The requisitionists are sending this notice at their own expenses and in compliance of the provisions as contained under Section 100 of the Companies Act, 2013, the Company shall reimburse all the reasonable expenses done in this regard to the requisitionists on submission of the necessary details.
    1. In case the Company fails to provide any relevant information/document required in this regard, the shareholder may contact the below mentioned requisitionist's representative:

Name: Mahesh Munjal, Anadi Investments Private Limited

Contact No.: +91-8196982341

E-mail ID: [email protected]

Address: C-48, Focal Point, Ludhiana, Punjab - 141010

14. VOTING THROUGH ELECTRONIC MEANS

  • i. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 ("Listing Regulations") and any other applicable provisions, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by NSDL on all the business to be transacted at the forthcoming EGM. The instructions for e-voting are given herein below.
  • ii. The shareholders shall have one vote per equity share held by them. The facility of e-voting would be provided once for every folio/ client id, irrespective of the number of joint holders.
  • iii. The remote e-voting period commences on Saturday, April 24, 2021 at 9.00 a.m. (IST) and ends on Monday, April 26, 2021 at 5.00 p.m. (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date April 20, 2021, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently. Those Members, who will be present in the EGM through VC facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the EGM.
  • iv. Any person, who acquires shares of the Company and becomes a shareholder of the Company after dispatch of the Notice of EGM and holds shares as of the cut-off date i.e. April 20, 2021, may obtain the login ID and password by sending a request at [email protected].
  • v. The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e-voting and make not later than 48 hours from the conclusion of meeting, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the requisitonists or a person authorized by them in writing who shall countersign the same.
  • vi. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.majesticauto.in and on the website of NSDL within two (2) days of passing of the resolutions at the Extra Ordinary General Meeting of the Company and communicated to the BSE Limited.

Instructions for Voting through electronic mode

The procedure to login to e-Voting website consists of two steps as detailed hereunder:

Step 1: Log-in to NSDL e-Voting system

    1. Visit the e-Voting website of NSDL, Open web browser by typing the following URL: https://www.evoting.nsdl.com/.
    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 e-services 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 will be as per details given below:
  • 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 IN****** and Client ID is 12****** then your user ID is IN******12******).
  • b) For Members who hold shares in demat account with CDSL: 16 digits beneficiary ID
  • 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***).
    1. Your password details are given below:
    2. a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
    3. 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 enter the 'initial password' and the system will force you to change your password.
    4. c. How to retrieve your 'initial password'?
    5. 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 8digit client ID for NSDL account, last 8 digits of client ID or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    6. ii. If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
    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) 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 evoting 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.

Step 2: 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 the Company.
    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.

Please note the following:

A member may participate in the EGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the EGM.

A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the EGM.

Other information:

  • o Your login id and password can be used by you exclusively for e-voting on the resolutions placed by the companies in which you are the shareholder.
  • o It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential.
  • i. Process for those members whose Email Address are not registered with the Depository or Company for obtaining Login credentials for E-voting for the Resolution proposed in this Notice:
    1. For Physical shareholders- please provide necessary details like 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 [email protected].
    1. For Demat shareholders please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) [email protected]
    1. Alankit Assignments Limited will coordinate with NSDL and provide the login credentials to the abovementioned member
  • ii. Instruction for Members Attending the EGM through VC/OAVM are as under:
  • a) Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL evoting system. Members may access the same at https://www.evoting.nsdl.com/ under member login by using the remote e-voting credentials. The link for VC/OAVM will be available in Member/members login.
  • b) Members can join the EGM in the VC mode 15 minutes before the scheduled time of the commencement of the EGM and up to 15 minutes after the schedule time
  • c) The facility of participation at the EGM through VC will be made available on first come first served basis.
  • d) Members are encouraged to join the Meeting through Laptops / iPad for better experience
  • e) Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
  • f) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
  • g) Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to meeting mentioning their name, Demat account number/folio number, e-mail id, mobile number at [email protected]

Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. The Members who do not wish to speak during the EGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, Demat account number/folio number, e-mail id, mobile number at [email protected] These queries will be replied to by the requisitonists suitably by e-mail.

iii. Instruction for Members for E-voting During the EGM are as under:

  • a) The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting.
  • b) Only those Members, who are present in the EGM through VC facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.
  • c) If any votes are cast by the Members through the e-voting available during the EGM and if the same Members have not participated in the meeting through VC facility, then the votes cast by such Members shall be considered invalid as the facility of e-voting during the meeting is available only to the Members attending the meeting.
  • d) Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

If you have any queries or issues regarding attending EGM & e-Voting from the e Voting System, you may contact Ms. Shipra Sharma (+91 11-42541952).

ELECTRONIC VOTING PARTICULARS

EVEN USER ID PASSWORD
(Electronic
Number)
Voting Event
115926 16 Digit Demat Account No./
Folio No. of Member holding shares in
physical form
As per e-voting Instructions

INSTRUCTIONS FOR MEMBERS ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

    1. Shareholder will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Shareholders may access the same at https://evoting.nsdl.com/ under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholder/members login where the EVEN of Company will be displayed.
    1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE EGM ARE AS UNDER:-

    1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting.
    1. Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.
    1. If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility , then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
    1. Shareholders who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

As per the provisions of Rule 17 of the Companies (Management and Administration) Rules, 2014, explanatory statement as per Section 102 of the Companies Act, 2013 is not required to be annexed to the notice of an Extraordinary General Meeting ("EGM") convened by the requisitonists.

However, the shareholders may refer the Notice of requisitonists as submitted with the Company and enclosed as Annexure "A" to this EGM notice, wherein the relevant details of Mr. Yogendra Kumar Gupta (DIN 07029287), Mr. Anil Thapar (DIN 09052517) and Mr. Sanjeev Krishana Sharma (DIN 00057601) and the justification for the proposal of their candidature is mentioned.

The requisitonists recommend the resolutions as set out in the Notice for approval by the Members of the Company.

Place: Ludhiana

Date: April 05, 2021

On behalf of the requisitionists shareholders

Anadi Investments Private Limited

DP ID / Client ID: IN300214 / 16251710

March 10, 2021

To,

The Board of Directors, Majestic Auto Limited 10, Southern Avenue First Floor, Maharani Bagh, Delhi - 110065

Copy to: Company Secretary of Majestic Auto Limited: [email protected]

Subject:

  1. Notice under Section 160 of the Companies Act, 2013 proposing the candidature of Mr. Yogendra Kumar Gupta (DIN 07029287), Mr. Anil Thapar (DIN 09052517) and Mr. Sanjeev Krishana Sharma (DIN 00057601) (collectively referred as "their") as Independent Directors of Majestic Auto Limited (the "Company"); and

  2. Requisition under Section 100 of the Companies Act, 2013 for Extra Ordinary General Meeting of shareholders of the Company to seek their appointment as Independent Directors of the Company.

  3. We the undersigned are the shareholders of Majestic Auto Limited (the "Company") and hold, as on date of this Notice, 1. 78,48,281 equity shares representing about 75.48% of the total paid up equity share capital of the Company.

  4. $2.$ We do hereby give notice as under:
  5. a. Section 160 of the Companies Act, 2013 ("Act"), signifying our intention to propose the candidature of Mr. Yogendra Kumar Gupta (DIN 07029287), Mr. Anil Thapar (DIN 09052517) and Mr. Sanjeev Krishana Sharma (DIN 00057601), having a valid registration in the databank of Independent Directors, who are not disqualified to be appointed as directors and are meeting all the eligibility criteria as specified under the laws, as applicable, for being appointed as Independent Directors of the Company.
  6. b. Section 100 of the Act, requesting the Board of Directors ("Board") of the Company to convene the Extra Ordinary General Meeting ("EGM") of the shareholders of the Company to consider and approve the appointment of aforesaid candidates as the Independent Directors of the Company and to pass the following resolutions in this regard:

Item no. 1:

APPOINTMENT OF MR. YOGENDRA KUMAR GUPTA (DIN 07029287) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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 149 and 152 read with Schedule IV and other applicable /provisions, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") (including any statutory modification or re-enactment(s) thereof, for the time being in force), Mr. Yogendra Kumar Gupta (DIN 07029287), who has submitted a declaration {along with necessary consent(s)} that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of LODR and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from Members, signifying their intention to propose Mr. Yogendra Kumar Gupta's candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation for a term of 5 (five) consecutive years."

"RESOLVED FURTHER THAT any of directors or the Company Secretary of the Company be and are hereby severally authorized to do all acts and take all such steps as may be deemed necessary, proper and expedient to implement this resolution, including but not limited to filing of requisite e-forms with Registrar of Companies."

Item no. 2:

APPOINTMENT OF MR. ANIL THAPAR (DIN 09052517} AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") (including any statutory modification or re-enactment(s) thereof, for the time being in force), Mr. Anil Thapar (DIN 09052517), who has submitted a declaration {along with necessary consent(s)} that he meets the criteria for independence as provided under Section 149(6} of the Act and Regulation 16(1}(b) of LODR and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from Members, signifying tier intention to propose Mr. Anil Thapar's candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation for a term of 5 (five) consecutive years."

"RESOLVED FURTHER THAT any of directors or the Company Secretary of the Company be and are hereby severally authorized to do all acts and take all such steps as may be deemed necessary, proper and expedient to implement this resolution, including but not limited to filing of requisite e-forms with Registrar of Companies."

Item no. 3:

APPOINTMENT OF MR. SANJEEV KR/SHANA SHARMA (DIN 00057601} AS AN INDEPENDENT DIRECTOR OF THE COMPANY

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 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR") (including any statutory modification or re-enactment(s) thereof, for the time being in force), Mr. Sanjeev Krishana Sharma (DIN 00057601}, who has submitted a declaration {along with necessary consent(s)} that he meets the criteria for independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of LODR and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act, from Members, signifying tier intention to propose Mr. Sanjeev Krishana Sharma's candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation for a term of 5 (five) consecutive years."

"RESOLVED FURTHER THAT any of directors or the Company Secretary of the Company be and are hereby severally authorized to do all acts and take all such steps as may be deemed necessary, proper and expedient to implement this resolution, including but not limited to filing of requisite e-forms with Registrar of Companies."

    1. The consents of Mr. Yogendra Kumar Gupta, Mr. Anil Thapar and Mr. Sanjeev Krishana Sharma to act as directors in the Company and their declaration w.r.t. independence is also enclosed for your attention. Further, they have agreed to provide any additional information, if required, by the Company.
    1. The requisite details of the proposed candidates are outlined below for the consideration of Company and also for onward sharing with the shareholders for their consideration in the EGM.
Serial
no.
Particulars Yogendra
Kumar
Mr.
Gupta
Mr. Anil Thapar Sanjeev
Krishana
Mr.
Sharma
1. Age and Date of 67 years, 25-06-1953 65 years, 18-05-1955 60 years, 11-11-1960
2. Birth
Nationality
Indian Indian Indian
3.
4.
Qualifications
Experience
• Bachelor
of
Science,
Agra University
Master of Arts, Agra
University
Bachelor of Laws (LL.B),
C.C.S. University
Mr. Yogendra
$\bullet$
Kumar
Bachelor
of Commerce,
Punjab University
Mr.
Anil
Thapar
is
$\bullet$
Chartered Accountant
· Mr. Sanjeev Krishana
(including expertise
in specific functional
area)/ Brief Resume
Gupta
is
an
accomplished
&
committed professional
with over total 40 years
of experience in dealing
with
HR/IR/Legal
matters as Consultant
and serving in HR/HRD
including
his
area
working
association
with
reputed
a
Bharat
organization
Electronics Ltd (Ministry
of Defence organisation)
for quite long period
since 1980.
His expertise in labour
laws, legal compliances,
exposure/dealing with
people in manufacturing
unit, industrial relations
management, methods
for facing the challenges
in complex situations,
contract
labour
management etc. etc. is
well recognized by the
industry.
owning an enterprise
involved
in
the
manufacturing
of
automobile parts for 26
years.
He manages production,
procurement
of
machinery
and
materials,
process
development, sales, HR,
and legal compliance.
He has bought land,
erected
building,
installed
machinery,
hired a workforce all by
himself,
and
always
managed a profitable
business, through thick
and thin in industry.
Sharma
is
a
professionally Qualified
Chartered
Accountant
with a post qualification
experience of more than
30 years.
fellow
He is also a
of
Indian
Member
Institute of Surveyors
and Adjustors.
He holds the position of
a working partner of JN
&
Sharma
Co.,
a
Chartered Accountancy
Firm consisting of eight
partners
and
commensurate
workforce, which has
also been appointed by
Government
several
organizations like the
State Bank of India, the
Life
Insurance
Corporation, Bank of
Baroda, Reserve Bank of
India, etc for conducting
their statutory audit.
• He is also engaged in the
statutory audit, internal
risk
assessment,
secretarial compliances,
taxation
consultancy,
and filing of tax and
other compliances and
returns of the renowned
companies.
Serial
no.
Particulars Mr.
Yogendra
Kumar
Gupta
Mr. Anil Thapar Mr.
Sanjeev
Krishana
Sharma
5. Date of first
appointment on
Board
Not Applicable Not Applicable Not Applicable
6. Shareholding in the
Company
NIL 100 equity shares NIL
7. Relationship with
other Directors
None None None
8. Relationship with
Key Managerial
Personnel
None None None
9. Directorship on
other Boards
GS
HR
Management
Private Limited - Director
NIL
Quint
Digital
Media
Limited - Director

ASL
Protective
India
-
Private
Limited
Director

TenCate Geosynthetics
India Private Limited -
Director
10. Membership/
Chairmanship of
Committees of
other Boards
NIL NIL Chairmanship:
Nomination
and
Remuneration Committee
of
Quint
Digital
Media
Limited.
Membership:
Audit Committee of Quint
Digital Media Limited.
  1. Furthermore, the requirement of depositing INR 1 lakh for candidature of Independent Directors is exempted as per the provisions of Section 160 of the Act.

    1. We trust that the appointment of aforesaid candidates as Independent Directors shall bring significant value to the Board of the Company, and their diverse experience will help the Company to achieve desired results in the current complex business environment, thus, shall benefit all the stakeholders of the Company.
    1. Keeping in view the provisions of the Corporate Governance, we request the Company to accept this notice and call the EGM of the shareholders of the Company & send the notice of EGM to shareholders at the earliest but not later than twenty one days from receipt of this notice, for appointment of the aforesaid candidates as Independent Directors.

Please acknowledge the receipt of this Notice and keep us updated on the development in the appointment of the aforesaid candidates as Independent Directors of the Company.

Thanking you, Yours' Sincerely

Enclosed: as mentioned above

[SIGNATURE PAGES TO FOLLOW]

Mahesh Munjal

For and on behalf of Anadi Investments Private Limited Address: C-48, Focal Point, Ludhiana, Punjab - 141010 E-mail id: [email protected] DPID / Client ID: IN300214 / 16251710 No. of shares held in the Company: 77,57,687 (74.61%)

Address: 35 B, Lodhi Enclave, Barhewal, Awana, Ludhiana, Punjab - 141001 E-mail id: [email protected] DPID / Client ID: IN300214 / 15130804 No. of shares held in the Company: 40,421 {0.39%)

Tarun Murarka Address: S-551, Greater Kailash, Part 2, Delhi - 110048 E-mail id: [email protected] DPID / Client ID: IN300476 / 42293022 No. of shares held in the Company: 19,740 (0.19%)

Mukul Murarka Address: S-551, Greater Kailash, Part 2, Delhi - 110048 E-mail id: murarka5Sl@p,mail.com DPID / Client ID: IN301549 / 14844680 No. of shares held in the Company: 18,033 (0.17%)

PankaJ Murarka Address: S-551, Greater Kai lash, Part 2, Delhi - 110048 E-mail id: [email protected] DPID / Client ID: IN301549 / 14844428 No. of shares held in the Company: 6,200 (0.06%)

Murark ÷

S)

Nidhi Murarka Address: S-551, Greater Kailash, Part 2, Delhi - 110048 E-mail id: [email protected] DPID / Client ID: IN301549 / 58084503 No. of shares held in the Company: 3,200 (0.03%)

Vaibhav Murarka Address: S-551, Greater Kailash, Part 2, Delhi - 110048 E-mail id:mm@advancedr,roup.in DPID / Client ID: IN301549 / 58086564 No. of shares held in the Company: 1,200 (0.01%)

Gita Murarka Address: 5-551, Greater Kailash, Part 2, Delhi - 110048 E-mail id: gi_t_l!rm,ir�r�i!@gm_aiL_c_om DPID / Client ID: IN301549 / 58133302 No. of shares held in the Company: 1,200 (0.01%)

Jayshree Murarka Address: S-551, Greater Kailash, Part 2, Delhi - 110048 E-mail id: i�vs_b_reernu_r:arka@gmail,com DPID / Client ID: IN301549 / 58089850 No. of shares held in the Company: 200 (0.00%)

Karan Bedi Address: W -24, Greater Kailash - I, Delhi - 110048 E-mail id: [email protected] DPID / Client ID: IN300564 / 10016637 No. of shares held in the Company: 200 (0.00%)

/

Aloi< Aggarwal Address: 4/48, West Punjabi Bagh Delhi - 110026 E-mail id: [email protected] DPID / Client ID: IN302236 / 10393186 No. of shares held in the Company: 100 (0.00%)

Nikhil Aggarw I Address: 42/42, West Punjabi Bagh Delhi - 110026 E-mail id: [email protected] DPID / Client ID: IN301549 / 55746329 No. of shares held in the Company: 100 {0.00%)

Form DIR-2 Consent to act as a director of a company

[Pursuant to section 152(5) and rule e of Companies (Appointment and Qualification of Directors) Rules, 2014]

To Majestic Auto Limited 10 Southern Avenue First Floor, Maharani Bagh New Delhi 110065

Subject: Consent to act as a director.

I Yogendra Kumar Gupta, hereby give my consent to act as director of Majestic Auto Limited, pursuant to sub-section (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a director under the Companies Act, 2013.

  • 1. Director Identification Number (DIN): 07029287
  • 2. Name (in full): Yogendra Kumar Gupta
  • 3. Father's Name (in full): Jagdish Prakash Gupta
  • 4. Address: A-77A, Ashok Nagar, Ghaziabad, Uttar Pradesh - 201001
  • 5. E-mail id: [email protected]
  • 6. Mobile no: 9818590520
  • 7. Income-tax PAN: ACSPG3686L
  • 8. Occupation: Self Employed
  • 9. Date of Birth: 25-06-1953
  • 10 Nationality Indian
  • 11. No. of companies In which I am already a Director and out of such companies the names of the companies In which I am a Managing Director, Chief Executive Officer, Whole time Director, Secretary, Chief Financial Officer, Manager 1 (One)

12. Particulars of membership No. and Certificate of practice No. if the applicant is a member of any professional Institute. Nil

DECLARATION

I dec\are that I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years. I further declare that if appointed my total Directorship in all the companies shall not exceed the prescribed number of companies in which a person can be appointed as a Director.

Signature: --------

Designation: Director

Date: / tflL M.ev-d- '"l-o :J,J

Place:G�

Attachments:

a. Proof of identity

b. Proof of residence

Allestre.
1946 Carloli)

Declaration of lndeRendence

[Pursuant to Securities & Exchange Board of India ("SEBl 0 ) (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Section 149(7) of the Companies Act, 2013]

To

The Board of Directors Majestic Auto Limited ("Company") 10 Southern Avenue First Floor, Maharani Bagh New Delhi 110065

Dear Sirs.

I. Yogendra Kumar Gupta. S/o Jagdish Prakash Gupta, having Director Identification Number (DIN) 07029287, if appointed as an Independent Director of Majestic Auto Limited ('the Company') hereby declare and confirm that:

  • 1 I am neither currently nor in the past was a promoter of the Company or its holding, subsidiary or associate company, or member of the promoter group of the Company
  • 2 I am not related to any promoters or directors of the Company, its holding, subsidiary or associate company;
    1. I have or had no pecuniary relationship, other than remuneration as such director or having transaction not exceeding ten per cent. of my total income or such amount as may be prescribed. with the Company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
    1. None of my relatives:
  • i. is holding any security of or interest of face value not exceeding fifty lakh rupees or two per cent of the paid-up capital or such higher sum as may be prescribed of the Company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year;
  • ii. is indebted to the Company, its holding, subsidiary or associate company or their promoters, or directors, for an amount of fifty lakhs rupees at any time during the two immediately preceding financial years or during the current financial year:
  • iii. has given a guarantee or provided any security in connection with the indebtedness of any third person to the Company, its holding, subsidiary or associate company or their promoters, or directors of such holding company. for an amount of fifty lakhs rupees at any time during the two immediately preceding financial years or during the current financial year; or
  • iv. has any other pecuniary transaction or relationship with the Company, or its subsidiary, or its holding or associate company amounting to two per cent or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (i), (ii) or (iii).

  • 5 Ne ther I nor any of my relatives, holds or has held the position of a key managerial personnel of the Company or its holding, subsidiary or associate company, in any of the three financial years immediately preceding the current financial year:

  • 6 I have never been an employee of the Company or its holding, subsidiary or associate company, m any of the three financial years immediately preceding the current financial year
  • 7 Neither I nor any of my relatives, is or has been an employee or, proprietor or a partner m any of the three financial years immediately preceding the current financial year, of -
  • A firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company;
  • Any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm.
  • 8 Neither I together with my relative nor any of my relatives hold two per cent or more of the total voting power of the Company;
  • 9 Neither I nor any of my relative holds the position of Chief Executive or Director, by whatever name called, of any nonprofit organisation that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or
  • 10 Neither I nor any of my relative is a material supplier, service provider or customer or a lessor or lessee of the Company.
    1. I am above 21 years of age.
    1. I have read all the provisions of the Code of Conduct of the Company and Code for Independent Directors C UCode") as framed by the Company in accordance with the applicable laws and undertake to comply with all the provisions of the Code during my membership of the Board and/or any of its Committee of the Company.
  • 13 I am not a Non-Independent Director of any other company on the Board of which any non-Independent Director of the Company is an Independent Director
  • 14 I am not debarred from holding office of Director by virtue of any SEBI order or any other such authority
    1. I also declare that I am registered with the Independent Director's databank maintained by the Indian Institute of Corporate Affairs, with Registration No IDDB-Dl-202102- 034965.

I further declare the following with respect to each of the criteria as provided in sub-clause (2) of Clause 49 II B of the SEBI (LODR) Regulations, 2015:

  • a. I do not serve as an Independent Director in more than 7 listed companies.
  • b I am not serving as a whole-time director in any listed company and therefore, the requirement to serve as an independent director in not more than 3 listed companies is not applicable to me.

I further undertake to continue to abide by the above conditions and update the company immediately about any changes in the aforementioned status/ disclosure on ongoing basis.

Thanking you

Yours Sincerely

Yogendra Kumar Gupta DIN: 07029287 Address: A-77A, Ashok Nagar, Ghaziabad, Uttar Pradesh - 201001 Date: / o7( � :U :z.. I Place:��

Form DIR-2 Consent to act as a director of a company

[Pursuant to section 152(5) and rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014]

To Majestic Auto Limited 10 Southern Avenue First Floor, Maharani Bagh New Delhi 110065

Subject: Consent to act as a director.

I, Anil Thapar, hereby give my consent to act as director of Majestic Auto Limited, pursuant to sub-section (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a director under the Companies Act, 2013.

    1. Director Identification Number (DIN): 0009052517
    1. Name (in full): Anil Thapar
    1. Father's Name (in full): Mohan Lal Thapar
    1. Address: House No. D-A-2, South City, Ayali Kalan, Ludhiana, Punjab, 142027
    1. E-mail id: [email protected]
    1. Mobile no: 9815200917
    1. Income-tax PAN: AAPPT6243F
    1. Occupation: Self Employed
    1. Date of Birth: 18-05-1955
    1. Nationality: Indian
    1. No. of companies in which I am already a Director and out of such companies the names of the companies in which I am a Managing Director, Chief Executive Officer, Whole time Director, Secretary, Chief Financial Officer, Manager: Nil

•.

  1. Particulars of membership No. and Certificate of practice No. if the applicant is a member of any professional Institute. Nil

DECLARATION

I declare that I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years. I further declare that if appointed my total Directorship in all the companies shall not exceed the prescribed number of companies in which a person can be appointed as a Director.

Sinatur�V

Designati n: Director

Date: to-o3. :>. oJ. I

Place: �b'�

Attachments:

  • a. Proof of identity
  • b. Proof of residence

स्थाई लेखा संख्या /PERMANENT ACCOUNT NUMBER AAPPT6243F नाम /NAME ANIL THAPAR पिता का नाम /FATHER'S NAME Alleston , MOHAN LAL THAPAR जन्म तिथि /DATE OF BIRTH 18-05-1955 Kinlah हरताक्षर ISIGNATURE आयकर आयुक्त, जालन्धर $\frac{1}{2} \sum_{i=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=1}^n \frac{1}{2} \sum_{j=$ COMMISSIONER OF INCOME-TAX JALANDHAR

Declaration of Independence

[Pursuant to Securities & Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 201,5 & Section 149(7) of the Companies Act, 2013]

To The Board of Directors Majestic Auto Limited ("Company") 1 O Southern Avenue First Floor, Maharani Bagh, New Delhi 110065

Dear Sirs,

I, Anil Thapar, S/o Mohan Lal Thapar, having Director Identification Number (DIN) 09052517, if appointed as an Independent Director of Majestic Auto Limited ('the Company') hereby declare and confirm that:

    1. I am neither currently nor in the past was a promoter of the Company or its holding, subsidiary or associate company, or member of the promoter group of the Company:
    1. I am not related to any promoters or directors of the Company, its holding, subsidiary or associate company;
    1. I have or had no pecuniary relationship, other than remuneration as such director or having transaction not exceeding ten per cent. of my total income or such amount as may be prescribed, with the Company, its holding, subsidiary or associate company, or their promoters, or directors. during the two immediately preceding financial years or during the current financial year;
    1. None of my relatives:
  • i. is holding any security of or interest of face value not exceeding fifty lakh rupees or two per cent of the paid-up capital or such higher sum as may be prescribed of the Company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year;
  • ii. is indebted to the Company, its holding, subsidiary or associate company or their promoters, or directors, for an amount of fifty lakhs rupees at any time during the two immediately preceding financial years or during the current financial year;
  • iii. has given a guarantee or provided any security in connection with the indebtedness of any third person to the Company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for an amount of fifty lakhs rupees at any time during the two immediately preceding financial years or during the current financial year; or
  • iv. has any other pecuniary transaction or relationship with the Company, or its subsidiary, or its holding or associate company amounting to two per cent or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (i}, (ii} or (iii}.

:

    1. Neither I nor any of my relatives, holds or has held the position of a key managerial personnel of the Company or its holding, subsidiary or associate company. in any of the three financial years immediately preceding the current financial year:
    1. I have never been an employee of the Company or its holding, subsidiary or associate company, in any of the three financial years immediately preceding the current financial year:
    1. Neither I nor any of my relatives, is or has been an employee or, proprietor or a partner in any of the three financial years immediately preceding the current financial year, of -
  • A firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company;
  • Any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm.
    1. Neither I together with my relative nor any of my relatives hold two per cent or more of the total voting power of the Company;
    1. Neither I nor any of my relative holds the position of Chief Executive or Director, by whatever name called, of any nonprofit organisation that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or
    1. Neither I nor any of my relative is a material supplier, service provider or customer or a lessor or lessee of the Company.
    1. I am above 21 years of age.
    1. I have read all the provisions of the Code of Conduct of the Company and Code for Independent Directors ("Code") as framed by the Company in accordance with the applicable laws and undertake to comply with all the provisions of the Code during my membership of the Board and/or any of its Committee of the Company.
    1. I am not a Non-Independent Director of any other company on the Board of which any non-Independent Director of the Company is an Independent Director.
    1. I am not debarred from holding office of Director by virtue of any SEBI order or any other such authority.
  • 15.1 also declare that I am registered with the Independent Director's databank maintained by the Indian Institute of Corporate Affairs, with Registration No. IDDB-NR-202102- 034844.

I further declare the following with respect to each of the criteria as provided in sub�clause (2) of Clause 49 II B of the SEBI (LODR) Regulations, 2015:

  • a. I do not serve as an Independent Director in more than 7 listed companies.
  • b. I am not serving as a whole-time director in any listed company and therefore, the requirement to serve as an independent director in not more than 3 listed companies is not applicable to me.

I further undertake to continue to abide by the above cond1t1ons and update u,e company immediately about any changes in the aforementioned status/ disclosure on ongoing basis.

Thanking you Yours Sincerely

nil Thapar IN: 09052517 Address: House No. D-A-2. South City, Ayali Kalan, Ludhiana, Punjab, 142027

Date: /o -o i - 'J,-o Z-/ Place�

Form DIR-2

Consent to act as a director of a company

[Pursuant to section 152(5) and rule 8 of Companies (Appointment and Qualification of Directors) Rules, 2014)

To Majestic Auto Limited 10 Southern Avenue First Floor, Maharani Bagh New Delhi 110065

Subject: Consent to act as a director.

I, Sanjeev Krishana Sharma, hereby give my consent to act as director of Majestic Auto Limited, pursuant to sub-section (5) of section 152 of the Companies Act, 2013 and certify that I am not disqualified to become a director under the Companies Act. 2013.

    1. Director Identification Number (DIN): 00057601
    1. Name (in full): Sanjeev Krishana Sharma
    1. Father's Name (in full): J. K. Sharma
    1. Address: 805, CA Apartments, Paschim Vihar. New Delhi 110063
    1. E-mail id: [email protected]
    1. Mobile no: 9811025546
    1. Income-tax PAN: AGXPS2202D
    1. Occupation: Self Employed
    1. Date of Birth: 11-11-1960
    1. Nationality: Indian
    1. No. of companies in which I am already a Director and out of such companies the names of the companies in which I am a Managing Director, Chief Executive Officer, Whole time Director, Secretary, Chief Financial Officer, Manager: 3 (Three)

,>2- /

  1. Particulars of membership No. and Certificate of practice No. if the applicant is a member of any professional Institute. Chartered Accountant (Membership no.: 088571)

DECLARATION

I declare that I have not been convicted of any offence in connection with the promotion, formation or management of any company or LLP and have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law in the last five years. I further declare that if appointed my total Directorship in all the companies shall not exceed the prescribed number of companies in which a person can be appointed as a Director.

Signature:

Designation: irector DIN No.000 7601

Date: 10/03/2021

Place: New Delhi

Attachments:

  • a. Proof of identity
  • b. Proof of residence

/

आयकर विमाग INCOMETAX DEPARTMENT

मारत सरकार GOVT. OF INDIA

SANJEEV K SHARMA

J K SHARMA

11/11/1960

Permanent Account Number AGXPS2202D

विशिष्ट पहुंचान प्राधिकरण ч भारत सरकार Unique Identification arity of India Government of India

नामाकन क्रम / Enrollment No 1088/50016/03076

To. मजीव गुरुण शर्मा Sanjeev Krishana Sharma S/O J K Sharma 805

  • CA APARTMENTS
  • PASCHIM VIHAR
  • 0/03/2012 Paschim Vihar West Delhi Delhi 110063

Ref 41 / 10D / 80782 / 81795 / P

UE290135959IN

आपका आधार क्रमांक / Your Aadhaar No. :

4372 1354 8560

मारत सरकार GOVERNMENT OF INDIA

मजीव कृष्ण शर्मा Sanjeev Krishana Sharma

जन्म वर्ष / Year of Birth 1960 पुरुष / Male

4372 1354 8560 आधार - आम आदमी का अधिकार

Declaration of Independence

[Pursuant to Securities & Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 & Section 149(7) of the Companies Act, 2013)

To

The Board of Directors Majestic Auto Limited ("Companf) 10 Southern Avenue First Floor, Maharani Bagh, New Delhi 110065

Dear Sirs.

'a-

I. Sanjeev Krishana Sharma, S/o Late J K Sharma, having Director Identification Number (DIN) 00057601, if appointed as an Independent Director of Majestic Auto Limited ('the Company') hereby declare and confirm that:

  • 1. I am neither currently nor in the past was a promoter of the Company or its holding, subsidiary or associate company, or member of the promoter group of the Company:
  • 2. I am not related to any promoters or directors of the Company. its holding. subsidiary or associate company;
  • 3. I have or had no pecuniary relationship, other than remuneration as such director or having transaction not exceeding ten per cent. of my total income or such amount as may be prescribed, with the Company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
  • 4. None of my relatives:
  • i. is holding any security of or interest of face value not exceeding fifty lakh rupees or two per cent of the paid-up capital or such higher sum as may be prescribed of the Company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year;
  • ii. is indebted to the Company, its holding, subsidiary or associate company or their promoters, or directors, for an amount of fifty lakhs rupees at any time during the two immediately preceding financial years or during the current financial year;
  • iii. has given a guarantee or provided any security in connection with the indebtedness of any third person to the Company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for an amount of fifty lakhs rupees at any time during the two immediately preceding financial years or during the current financial year; or
  • iv. has any other pecuniary transaction or relationship with the Company, or its subsidiary. or its holding or associate company amounting to two per cent or more of its gross turnover or total income singly or in combination with the transactions referred to in subclause (i), (ii) or (iii).

  • 5 Neither I nor any of my relatives. holds or has held the position of a key managerial personnel of the Company or its holding, subsidiary or associate company, many of the three financial years immediately preceding the current financial year:

    1. I have never been an employee of the Company or Its holding, subsidiary or associate company, in any of the three financial years immediately preceding the current financial year:
    1. Neither I nor any of my relatives, is or has been an employee or. proprietor or a partner in any of the three financial years immediately preceding the current financial year. of -
  • A firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate company;
  • Any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm.
    1. Neither I together with my relative nor any of my relatives hold two per cent or more of the total voting power of the Company:
    1. Neither I nor any of my relative holds the position of Chief Executive or Director, by whatever name called, of any nonprofit organisation that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding. subsidiary or associate company or that holds two per cent. or more of the total voting power of the company: or
    1. Neither I nor any of my relative is a material supplier, service provider or customer or a lessor or lessee of the Company.
    1. I am above 21 years of age.
    1. I have read all the provisions of the Code of Conduct of the Company and Code for Independent Directors ("'Codeft ) as framed by the Company in accordance with the applicable laws and undertake to comply with all the provisions of the Code during my membership of the Board and/or any of its Committee of the Company.
  • 13.1 am not a Non-Independent Director of any other company on the Board of which any non-Independent Director of the Company is an Independent Director
    1. I am not debarred from holding office of Director by virtue of any SEBI order or any other such authority
    1. I also declare that I am registered w�h the Independent Director's databank maintained by the Indian Institute of Corporate Affairs. with Registration No. lDDB-Dl�201912-001025.

I further declare the following with respect to each of the criteria as provided in sub-clause (2) of Clause 49 II B of the SEBI (LODR) Regulations, 2015:

  • a. I do not serve as an Independent Director in more than 7 listed companies.
  • b. I am not serving as a whole-time director in any listed company and therefore, the requirement to serve as an independent director is not more than 3 listed companies is not applicable to me.

I further undertake to continue to abide by the above conditions and update the company immediately about any changes in the aforementioned status / disclosure on ongoing basis.

Thanking you

Sanjeev Krishana Sharma DIN: 00057601 Address: 805, CA Apartments, Paschim Vihar, New Delhi 110063 Date: 10/03/2021 Place: New Delhi

/