Paras Petrofils Ltd. — Proxy Solicitation & Information Statement 2018

Address: 1st Floor Dhamanwala Complex, Opp.' Apple Hospital, Khatodara Road, Udhana, Surat - 395002, Gujarat ClN: L171106]1991PLC015254 Email-id: [email protected] Ph.: +91-9825568096; Website: paraspetrofils.co.in

Date: 04.09.2018

To The Manager Head Listing Compliance The Head-Listing Compliance Ltd. Phiroze Jeejeebhoy Towers, ⁷ Lyons Range Murgighata 'Exchange Plaza' Plot No. C/1, ^G Dalal Street, Mumbai- B,BD ^Bagh ^Kofkata 310d" 400001 Bandra-Kurla Complex Mumbai- ^g 400051

National Stock Exchange of India BSE Limited The Calcutta Stock Exchange Ltd. ' West Ben 31— 700001

Symbol: PARASPETRO Security code: 521246

Sub: Submission of Notice of Annual General Meeting of the Companv

Sir/ Madam,

Please find attached Notice of 27'" Annual General Meeting of the Company to be held on Friday, the 28": day of September, ²⁰¹⁸ at 01:00 P.M. at lst Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road, Udhana, Surat — 395002, Gujarat.

"

Kindly take this information in your records.

(Usha Ashok kumar Jain) .

Director ' DIN: 01545905

NOTICE

Notice is hereby given that the 27"I Annual General Meeting of the Members of Paras Petrofils Limited will be held on Friday, September 28, ²⁰¹⁸ at 01:00 P.M. at 1st Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road, Udhana, Surat — 395002, Gujarat to transact the following businesses:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on 31" March, ²⁰¹⁸ together with the reports of the Auditor's and Directors' thereon
• 1. To appoint ^a Director in place of Ms. Usha Ashokkumar Jain (DIN: 01545905), who retires by rotation, and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS:

3. APPOINTMENT OF MR. CHETANKUMAR MANUBHAI SHARMA (DIN: 08159657) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, ¹⁵² and other applicable provisions of the Companies Act. ²⁰¹³ read with Schedule IV to the Companies Act, ²⁰¹³ and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Chetankumar Manubhai Sharma (DIN 08159657), be and is hereby appointed as Non-Executive Independent Director of the Company, who is eligible to be so appointed and in respect of whom the Company has received ^a notice in writing under Section ¹⁶⁰ of the Companies Act, ²⁰¹³ proposing his candidature for the office of Director, and who has submitted ^a declaration that he meets the'criteria for independence as provided in Section 149(6) of the Companies Act, ²⁰¹³ to hold office for ^a period of Five consecutive years i.e. with effect from 28'" September, ²⁰¹⁸ to 27'" September, 2023;

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as is necessary to give effect to the said resolution."

. APPOINTMENT OF MR. DEEPAK KISHORCHANDRA VAIDYA AS WHOLE TIME DIRECTOR

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, I97, ¹⁹⁸ and ²⁰³ read with Schedule ^V and other applicable provisions, if any, of the Companies Act, ²⁰¹³ and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, ²⁰¹⁴ (including any statutory modification(s) or re-enactment thereof, for the time being in force) and in terms of the Memorandum and Articles of Association of the Company, consent of the Company be and is hereby accorded to appoint Mr. Deepak Kishorchandra Vaidya, (DIN: 08201304) as ^a Whole Time Director of the Company fOr ^a period of Five years with effect from 28'" September, ²⁰¹⁸ to 27'" September, 2023, with the liberty given to the Board of Directors to alter and vary the terms and conditions of the said appointment and/or remuneration in such manner as may be agreed to by and between the Company and Mr. Deepak Kishorchandra Vaidya , provided however, such alterations are within the maximum limits laid down in the Companies Act, 2013 for the time being in force;

RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all such acts, deeds, matters and things as is necessary to give effect to the said resolution."

BY ORDER OF THE BOARD OF DIR ' 'Clr'ex FOR PARAS PETROFILS "s ; 09'0" ?'*' (Usha Ashokku Director (DIN:01545905)

Date: 14.08.2018 ,

Place: Surat Add: lst Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road,

NOTES:

• 1. A statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.
• 1. A MEMBER WHO IS ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ONLY AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. IN ORDER TO BE EFFECTIVE, PROXY FORMS DULY COMPLETED IN ALL RESPECTS SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR THE MEETING.

A person can act as ^a proxy on behalf of members not exceeding fifty and holding in aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint ^a single person as proxy and such person shall not act as ^a proxy for any other person(s) or shareholder(s).

• 1. Corporate Members intending to send their authorized representative to attend the Meeting are requested to send ^a Certified True Copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
• 1. Relevant documents as referred to in the accompanying Notice along with the Statements are open for inspection'by members at Registered Office of the Company on all working days, except Saturdays, during bUSiness' hours up to the date of the Annual General Meeting of the Company.
• 1. Brief details of Directors seeking re-appointment / appointment at the Annual General Meeting (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) form\$ part of the notice.
• 1. The Register of Members and Share Transfer Books will remain closed from Sunday, September 23, 2018 to Friday,'September 28, 2018.
• 1. Members holding shares in physical form are requested to'consider converting their holding to dematerialized form as required under the amended SEBI guidelines and regulations to eliminate all risks associated with physical shares and for ease in portfolio management. Members may contact the Company or its Registrar & Share Transfer Agent (RTA), for assistance in this regard.
• 1. a) The members who are holding shares in physical form, if any are requested to intimate any change in their given-address with pin code immediately either to the

Company or to its Registrar & Share Transfer Agent (RTA) promptly.

b) The members who are holding shares in demat form are requested to intimate any change, if made in their address with pin code immediately to their Depository Participants.

• The Ministry of Corporate Affairs, Government of India (vide its circular nos. 17/2011 and 18/2011 dated April 21, ²⁰¹¹ and April 29, ²⁰¹¹ respectively), has undertaken ^a 'Green Initiative in Corporate Governance' by allowing paperless compliances and recognizing delivery of Notices / Documents / Annual Reports, etc., to the shareholders through electronic medium. In view of the above, the Company will send Notices / Documents / Annual Reports, etc., to the shareholders through email, wherever the email addresses are available with the Company; and through other modes of service where email addresses have not been registered with the Company. Accordingly, members of the Company are requested to support this initiative by registering their email addresses in respect of shares held in dematerialized form with their respective Depository Participants and in respect of shares held in physical form with the Company's Registrar and Transfer Agent.
• 1. The shares of the Company at presently listed on National Stock Exchange of India Ltd., BSE Limited & The Calcutta Stock Exchange Limited .
• . Pursuant to the provisions under Section ¹⁰⁸ of Companies Act, ²⁰¹³ to be read with Rule ²⁰ of Companies (Management and Administration) Rules, 2014, as amended from time to time along with Regulation ⁴⁴ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its members, the facility to exercise their right to vote at the ensuing Annual General Meeting by Electronic Means. The business(s) proposed to be transacted as mentioned in the Annual General Meeting Notice may be transacted through voting by Electronic Means (Remote e-voting) as well. For this, Company is availing the services provided by Central Depository Services (India) Limited ("CDSL").The facility for voting through Ballot Paper will also be made available at the meeting venue, for the members who have not cast their votes by remote e-voting. They shall also be able to exercise their voting rights at the AGM by voting through ballot paper. Members who have already cast their vote by remote e-voting process prior to the date of meeting shall be eligible to attend the Annual General Meeting but shall not be entitled to cast their votes again through ballot process.

The instructionsfor e-voting by members are annexed to the Notice.

1. The Board of Directors of the company has appointed Mr. Mohan ^D Baid, Practicing Company Secretary, as Scrutinizer for conducting the e-voting process for the Annual General Meeting in ^a fair and transparent manner.

2. 1. The Scrutinizer, after scrutinizing the votes cast at the meeting through Poll and through remote e-voting, shall, not later than three days of conclusion of the Meeting, make ^a "Consolidated Scrutinizer's Report" and submit the same to the Chairman. The results declared along with the consolidated scrutinizer's report shall be placed on website of the Company and on the website of Stock Exchanges. The Report shall simultaneously be placed on Notice Board ofthe Company at premises of the Registered Office.
3. 1. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to be passed on the date of the Annual General Meeting.
4. [5. The login ID and password for remote e-voting along with Process, Manner and Instructions for remote e-voting is being sent to Members who have not registered their E-mail ID(s) with the Company / their respective Depository Participants along with physical copy of the Notice.

Those Members who have registered their e-mail IDs with the Company / their respective Depository Participants are being forwarded the login ID and password for remote evoting along with Process, Manner and Instructions throughE-mail.

• I6. Voting rights shall be reckoned on the Paid-up value of shares registered in the name of Member / Beneficial Owner (in case of shares in Dematerialized form) as on the cut-off date i.e. September 22, 2018.
• 1. 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, shall only be entitled to avail the facility of e—voting / Poll.

Note: A person who is not ^a Member as on the cut-ofl date should treat this Notice for information purposes only.

I8. No gifts, gift coupons, or cash in lieu of gifts shall be distributed toMembers at or in connection with the Annual General Meeting of the Company.

19. TheInstructionsfor shareholders voting electronicallyareasunder:

• i. During this period, shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting" thereafter.
• ii. Shareholders who have already voted prior to the meeting date through remote Evoting would not be entitled to vote at the meeting venue through Poll.
• iii.The shareholders should log on to the e-voting website of CDSL "www.evotingindia.com."

iv. ClickonShareholders.

• v. NowEnteryourUserID
• a) For Shareholders holding Demat Account with CDSL: 16digitsbeneficiaryID,
• b) For Shareholders holding Demat Account with NSDL: ⁸ Character DP ID followedby8 DigitsClicntID,
• c) MembersholdingsharesinPhysicalForm, anyshouldenterFolioNumberregistered with theCompany.

vi.Next_ enter the Image Verification as displayed and Click on Login.

• vii. If you are holding shares in demat form and had logged onto www.cvotingindia.comand voted on an earlier voting of any company, then your existing password is to be used.
• viii. lfyou are afirst time user thenfollowthestepsgivenbelow:

if

ix. Afterentering these details appropriately, click on "SUBMIT" tab.'

X. Members holding shares in physical form will then directly reach the'Company Selection Screen. However, member sholding shares in demat form will now reach 'Password -

Creation'menuwhereintheyarerequiredtomandatorilyentertheirloginpasswordin the new passWord field. Kindly note that this password is'to be alsousedby demat holders for voting for iresolhtions of any other company on whichtheyareeligible to vote, provided that company opts for e-voting through CDSL platform. Note: _

' Itisstrongly

recommendednottoshareyoarpassWOrdwithanyotherpersonandtakeutmostcare tokeep yourpasswordconfidemial.

• xi.ForMembers holding shares in physical form, if any the details can be used for remote e-voting on the resolutions contained in this Notice only.
• xi i. Click on the EVSN ^180816046 for the relevant resolution on which you choose to

vote.

• xiii. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same you will find an option "YES/NO" for voting. Select the option "YES" or "NO"as desired. The option "YES" implies that you "Assent to the Resolution" and option "NO" implies that you "Dissent to the Resolution".
• xiv. Click on the "RESOLUTIONS FILE LINK" if you wish to View the entire Resolution's details.
• xv. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• xvi. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify yourvote.
• xvii. You can also take ^a print ofthe votes cast by clicking on "Click here toprint" option onthe Voting page.
• xviii. Ifademataccount holder has forgotten the loginpassword then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

xix.' Note for Non—IndividualShareholdersand Custodians:-

7 Non-

Individualshareholders(i.e.otherthanIndividuals,HUF,NRIetc.)andCustodian arerequiredto logonto www.cvotingindia.comand register themselves asCorporates.

• \/ Ascannedcopyofthe RegistrationFormbearingthestampandsignoftheentityshould beemailedto [email protected].
• \/ AfterreceivingthelogindetailsaComplianceUsershouldbecreatedusingtheadmin loginandpassword. . The Comp]ianceUserwouldbeabletolinkthe account(s)forwhich theywish to voteon.
• \/ The list of accounts linked in the, login should be mailed to [email protected]

theywouldbeableto cast their vote.

AscannedcopyoftheBoardResolutionandPowerofAttomey(POA)whichtheyhav 6 issuedinfavouroftheCustodian,ifany,shouldbeuploadedinPDFformatinthe system forthescrutinizerto verifythesame.

• xx. lncaseyouhaveany queriesorissuesregardinge-voting,youmayrefer theFrequently ("FAQS") and e-voting manual availableat underhelp sectionorwrite anemailto Asked www.evotingindia.com, [email protected].
• xxi. To address issues/grievances of shareholders relating to the ensuing AGM, including c-voting, the following official has been designated:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, ²⁰¹³ READ WITH COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

Item No. 3

APPOINTMENT OF MR. CHETANKUMAR MANUBHAISHARMA (DIN: 08159657) ASA ^NON-EXECU^TIVE INDEPENDENT DIRECTOR

The Board of Directors had appointed Mr. Chetankumar Manubhai Sharma (DIN 08159657) as an Additional Director of the company under section ¹⁶¹ read with section ¹⁴⁹ of the Companies Act, ²⁰¹³ w.e.f. 19.06.2018 to hold office up to the upcoming Annual General Meeting of the Company. The Company has received ^a notice in writing from Mr. Chetankumar Manubhai Sharma pursuant to the provisions of Section ¹⁶⁰ of the Companies Act, 2013, signifying intention to propose himself as candidate for the office of Independent Director. In the opinion of Board, Mr. Chetankumar Manubhai Sharma fulfils the conditions as specified under Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, ²⁰¹⁴ and Regulation ¹⁷ of SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ for his appointment as an Independent Director of the Company. Also, he is Independentof the management and hence the Board recommends him to be appointed for five consecutive years under section ¹⁴⁹ ofthe Companies Act, 2013.

In terms of Section ¹⁴⁹ (10), (I 1), (13) and Section ¹⁵² (6), (7) of the Companies Act, ²⁰¹³ read with schedule IV of the said Act, an Independent Director shall hold office for not more than two consecutive terms of five years and the tenure of an Independent Director on the date of commencement of this Act shall not be counted as ^a term under above mentioned sub sections. Furthermore, the provisions relating to retirement by rotation shall not applicable to the proposed Independent Director.

So to comply with the relevant provisions of Companies Act,.2013, all Independent Directors need to be re-appointed on non rotational basis up to ^a period of five year at ^a time.

In the opinion of the Board, the proposed Independent Director fulfills the condition for its appointment as an Independent Director as specified in the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board also opined, that the proposed Director possesses appropriate skill, experience and Knowledge as required for occupying the position of an Independent Director.

The Board has also received declaration from the proposed Independent Director that he meets the Criteria of Independence as prescribed under Section 149(6) read with Schedule IV of the Companies Act, 2013.

The Board of Directors consider that in View of the background and immense experience of Mr. Chetankumar Manubhai Shanna, it would be in the interest of the Company to appoint him as ^a Director. The Board therefore, recommends the resolution for your approval. A brief profile of the proposed Director, has been attached herewith. .

Except Mr. Chetankumar Manubhai Sharma, none of the Director(s), Key Managerial Personnel and their relatives is/are interested or concerned in the mentioned resolution.

Item No. 4

APPOINTMENT OF MR. DEEPAK KISHORCHANDRA VAIDYA AS WHOLE TIME DIRECTOR

The term of Mr. Deepak Kishorchandra Vaidya (DIN: 08201304) who was appointed as an Additional Director (Category Executive Director) in the Company on 06.08.2018 is going to Expire in the Upcoming Annual General Meeting.

We have received the Consent Letter from Mr. Deepak Kishorchandra Vaidya for the Appointment as Director in the Upcoming Annual General Meeting.

Mr. Deepak Kishorchandra Vaidya, is proposed to be appointed as Whole Time Director of the company. The duties of the Whole Time Director shall be discharged subject to the superintendence, control and direction of the Board and he shall perform on behalf of the company in the ordinary course of business including all such acts, deeds, and things, which in the ordinary course of business, he may consider necessary or proper or are in the interest ofthe company.

In view of his extensive experience, knowledge and dedicated efforts made for the Company, Board is considering his involvement, ^a necessity for Company's future growth.

Therefore, after consideration of all facts and circumstances, the Board recommends appointment of Mr. Deepak Kishorchandra Vaidya, as Whole Time Director by members ofthe Company.

Except Mr. Deepak Kishorchandra Vaidya, none of the Director(s) is/are interested in the said resolution. '

Terms & Conditions

I) Designation: Whole Time Director

2) Term: ⁵ years starting with effect from 28.09.20] ⁸

3) Salary: Within the limits permissible by Law

PROFILE OF PROPOSED DIRECTORS

Information pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the Director seeking appointmenfire-appointment in the AGM

Address: 1st Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road, Udhana, Surat – 395002, Gujarat CIN: L17110GJ1991PLC015254 Email-id: [email protected] Ph.: +91-9825568096; Website: www.paraspetrofils.co.in

PROXY FORM

Form No. MGT-11 [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

I/We, being the member(s) of PARAS PETROFILS LIMITED holding ______________ shares hereby appoint:

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the Annual General Meeting of the company, to be held on Friday, September 28, 2018 at 01:00 P.M. at 1st Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road, Udhana, Surat – 395002, Gujarat and at any adjournment thereof.

Signature of Shareholder Signature of Proxy holder(s)

Notes:

• (1) This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the Company, not less than 48 hours before the meeting.
• (2) For the resolutions, statement setting out material facts, notes and instructions please refer to the notice of Annual General Meeting.
• (3) Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.
• (4) In the case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated.

Please complete all details including details of member(s) and proxy(ies) in the above box before submission.

Address: 1st Floor Dhamanwala Complex, Opp. Apple Hospital,

Khatodara Road, Udhana, Surat – 395002, Gujarat

CIN: L17110GJ1991PLC015254 Email-id: [email protected]

Ph.: +91-9825568096; Website: www.paraspetrofils.co.in

Form No. MGT-12

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

BALLOT PAPER

27th Annual General Meeting of the members of Paras Petrofils Limited to be held on Friday, September 28, 2018 at 01:00 P.M. at 1st Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road, Udhana, Surat – 395002, Gujarat:-

I hereby exercise my vote in respect of Ordinary/ Special Resolution enumerated below by recording my assent or dissent to the said resolution in the following manner:

Signature of Shareholder

Date:

Place:

Address: 1st Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road, Udhana, Surat – 395002, Gujarat CIN: L17110GJ1991PLC015254 Email-id: [email protected] Ph.: +91-9825568096; Website: www.paraspetrofils.co.in

ATTENDANCE SLIP

(To be handed over at the Entrance Gate of the Meeting hall)

27th Annual General Meeting, on Friday, September 28, 2018 at 01:00 P.M, at 1st Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road, Udhana, Surat – 395002, Gujarat

I, hereby certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and hereby record my presence at the 27th Annual General Meeting of the Company on Friday, September 28, 2018 at 01:00 P.M, 2018 at 1st Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road, Udhana, Surat – 395002, Gujarat.

Member's /Proxy's Signature

Note:

.

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be distributed at the meeting venue.

Address: 1st Floor Dhamanwala Complex, Opp. Apple Hospital, Khatodara Road, Udhana, Surat – 395002, Gujarat CIN: L17110GJ1991PLC015254 Email-id: [email protected] Ph.: +91-9825568096; Website: www.paraspetrofils.co.in

GREEN INITIATIVE IN CORPORATE GOVERNANCE

E-COMMUNICATION REGISTRATION FORM

(In terms of Section 20 of the Companies Act, 2013)

I shareholder(s) of Paras Petrofils Limited agree to receive communication from the Company in electronic mode under relevant provisions of the Companies Act, 2013. Please register my above e-mail in your records for sending communication through mail.

(First Holder)

Date: _______________

*Note: Shareholder(s) are requested to keep the Company informed as and when there is any change in the e-mail address.

Route Map