PRECISION ELECTRONICS LIMITED

Transcription

1 PRECISION ELECTRONICS LIMITED CIN: L32104DL1979PLC Regd. Office: D-1081, New Friends Colony, New Delhi Phone: /7, Fax: cs@pel-india.com, Website: TH NOTICE OF THE 39 ANNUAL GENERAL MEETING NOTICE is hereby given at e 39 Annual General Meeting of Precision Electronics Ltd. (e Company) will be held on Thursday, September 27, 2018 at p.m. at Bipin Chandra Pal Memorial Auditorium, A - 81, C.R Park, New Delhi to transact e following business: ORDINARY BUSINESS: 1. To receive, consider and adopt e Audited Financial Statements for e year ended on March 31, 2018 and e Reports of Board of Directors and e Auditor s ereon. 2. To re-appoint Mr. Deepto Roy, who retires by rotation and being eligible, offers himself for reappointment. SPECIAL BUSINESS: 3. REGULARISATION OF MR. HARDEEP SINGH BANGA AS NON-EXECUTIVE DIRECTOR OF THE COMPANY: To consider, and if ought fit, to pass, wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 149, 152 and all oer applicable provisions of e Companies Act, 2013 and e Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment ereof for e time being in force) and clause 25 of SEBI (LODR) Regulations, 2015, Mr. Hardeep Singh Banga, (DIN: ), who was appointed as an Additional Director on e Board of Directors ( Board ) of e Company wi effect from , in terms of Section 161 of e Companies Act, 2013 and Articles of Association of e Company and who holds office up to e date of is Annual General Meeting, be and is hereby appointed as Non-Executive Director of e Company, liable to retire by rotation, wi effect from APPOINTMENT OF MR. NEERAJ BAJAJ AS AN INDEPENDENT DIRECTOR OF THE COMPANY To consider, and if ought fit, to pass, wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Sections 149, 150, 152 read wi Schedule IV and all oer applicable provisions of e Companies Act, 2013 and e Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment ereof for e time being in force) and clause 25 of SEBI (LODR) Regulations, 2015, Mr. Neeraj Bajaj, (DIN: ), appointed as an Additional Director of e Company w.e.f and whose directorship expires at e Annual General Meeting and who has submitted a declaration in writing at he meets e criteria of independence as provided in section 149(6) and is eligible for appointment as Independent Director, be and is hereby appointed as an Independent Director to hold office for a term of 5 (one) consecutive years w.e.f upto e conclusion of e 44 Annual General Meeting of e Company. 5. INCREASE IN BORROWING LIMITS OF THE COMPANY: To consider, and if ought fit, to pass, wi or wiout modification(s), e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Section 180(1)(c) and all oer enabling provisions of e Companies Act, 2013, or any oer law for e time being in force (including any statutory modification or amendment ereto or re-enactment ereof for e time being in force) and e rules made ereunder and in terms of Articles of Association of e Company, e consent of e Company be and is hereby accorded to e Board of Directors of e Company (hereinafter referred to as e Board which term shall be deemed to include any Committee which e Board may constitute for e purpose) for borrowing from time to time any sum or sums of moneys on such terms and conditions and wi or wiout security as e Board of Directors may deem fit which, togeer wi e moneys already borrowed by e Company (apart from temporary loans obtained from e Company s bankers in e ordinary course of business) may exceed e aggregate for e time being of e paid up capital of e company, its free reserves at is to say reserves not set apart for any specific purpose and securities premium, provided at e total amount of money/ moneys so borrowed shall not exceed Rs. 200 crores (Rupees Two Hundred Crores Only). RESOLVED FURTHER THAT for e purpose of giving effect to is resolution, e Board and/or its duly constituted Committee be and are hereby auorized to finalise, settle and execute such documents/deeds/writings/papers/agreements as may be required and do all such acts, deeds, matters and ings, as it may in its absolute discretion inks necessary, proper or desirable and to settle any question, difficulty or doubt at may arise in regard to obtaining loan. 6. SELL/ TRANSFER/ ASSIGN/ DELIVER/ MORTGAGE/ PLEDGE/ HYPOTHECATE/ DISPOSE-OFF OR OTHERWISE DEAL IN ANY MANNER THE COMPANY S LAND AND BUILDING AT D-10 & 11, SECTOR 3, NOIDA, GAUTAM BUDH NAGAR AND PLOT NO. 9&10, KIE INDUSTRIAL ESTATE, ROORKEE, , UTTARAKHAND To consider and, if ought fit, to pass, wi or wiout modification(s), e following resolution as a Special Resolution: RESOLVED THAT pursuant to e provisions of Section 180(1)(a) and oer applicable provisions, if any, of e Companies Act, 2013 and e Rules made ereunder (including any statutory modification or re-enactment ereof, for e time being in force), and subject to e approvals, consents, permissions and sanctions as may be necessary from concerned statutory auorities and oer concerned bodies and concerns and such terms and conditions as may be imposed by em, consent of e Members of e Company be and is hereby accorded to e Board of Directors of e Company (hereinafter referred to as Board, which shall be deemed to include any Committee constituted by e Board or any Person (s) for e time being auorized by e Board to (1)

2 exercise e powers conferred on e Board by is resolution) to sell, transfer, assign, mortgage, pledge, hypoecate, deliver, dispose-off or oerwise deal in any manner e Company s land and building at D 10 & D 11, Sector 3, Noida, Gautam Budh Nagar, (UP) and Plot no. 9 & 10, KIE Industrial Estate, Roorkee, , Uttarakhand at such consideration and on such terms and conditions as may be decided and agreed by e Board. RESOLVED FURTHER THAT Mr Ashok Kumar Kanodia, Managing Director, Mr Nikhil Kanodia, Whole Time Director cum President and/ or Mr Jagjit Singh Chopra, CFO of e Company be and are hereby auorized jointly/ severally to take such steps as may be necessary for obtaining approvals, statutory or contractual or oerwise in relation to e above resolution and to negotiate, finalize, settle all questions and matters arising out of and or incidental ereto and to enter into and sign and execute, file, submit and widraw, any or all such deeds, applications, forms, documents, agreements, indemnities, warranties undertakings and writings at may be required on behalf of e Company for e purpose of implementation of is Resolution. 7. RE-CLASSIFICATION OF PROMOTER AND PROMOTER GROUP: To consider and, if ought fit, to pass, wi or wiout modification(s), e following resolution as a Special Resolution: RESOLVED THAT e consent of e Company be and hereby accorded for re-classification of promoter and promoter group on e exit of Mr. Pradeep Kumar Kanodia and his associates, comprising of Pradeep Kanodia HUF, Mrs. Alka Kanodia, Mr. Vidur Kanodia, Ms. Manjari Kanoi, SNK Udyog Pvt. Ltd, Advance Global Pvt. Ltd., Manjari Corporation Pvt. Ltd. and Linkers Advertising & Marketing Pvt. Ltd. RESOLVED FURTHER THAT e Company hereby approves following persons as promoters, promoter group wi shareholding appearing against eir names: S. No Promoter and Promoter Group Category Number of Shares % of Paid up Share Capital 1 Ashok Kumar Kanodia Promoter 30,87, Nikhil Kanodia Promoter Group 35,85, Ashok Kanodia (HUF) Promoter Group 80, Kunal Kanodia Promoter Group 79, Veena Kanodia Promoter Group 87, Gauri Kanodia Promoter Group 20, VM Farms Pvt. Ltd. Promoter Group 15, SNK Electronics (P) Ltd. Promoter Group 6, Knowledge Holdings & Investments Pte Ltd. Promoter Group 31,79, Hans Jurgen Wagner Prop Wagner Schaltungstechnix Promoter Group 1,89, TOTAL 1,03,31, % RESOLVED FURTHER THAT e Board of Directors of e Company be and is hereby auorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to is resolution. By Order of e Board For Precision Electronics Limited Place: Noida Date: Notes Sd/- Veenita Puri Company Secretary cum Compliance Officer Precision Electronics Limited, being a listed Company and also having more an 1000 shareholders, is compulsorily required to provide e-voting facility to members in terms of Section 108 of e Companies Act, 2013 read wi rule 20 of The Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, voting by show of hands will not be available to e members at e 39 AGM in view of e furer provisions of Section 107 read wi Section 114 of e Act. 1. The Explanatory statements pursuant to section 102 of e Companies Act, 2013 which sets out details relating to special business to be transacted at e meeting are given below. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES, IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME OF THE MEETING. 3. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in e aggregate not more ten percent of e total share capital of e Company. A Proxy appointed by a member holding more an 10 percent of e total share capital of e Company carrying voting rights shall not act as proxy for any oer member. 4. Corporate members are requested to send a duly certified copy of e Board Resolution auorizing eir representative(s) to attend and vote at e annual general meeting. 5. Members/proxies should bring e attendance slips duly filled-in for attending e meeting and deliver e same at e entrance of e meeting place. Members who hold shares in dematerialized form are requested to bring eir Client ID and DP ID number for easy identification of attendance at e meeting. (2)

3 6. The Register of Members and e Share Transfer Books of e Company will remain closed from September 21, 2018 to September 27, 2018 (bo inclusive). 7. The Securities and Exchange Board of India (SEBI) has mandated e submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are erefore, requested to submit e PAN to eir Depository Participants wi whom ey are maintaining eir demat accounts. Members holding shares in physical form can submit eir PAN details to e Company. 8. Members seeking furer information about e accounts are requested to write at least 7days before e date of e meeting so at it may be convenient to get e information ready at e meeting. 9. Members are requested to inform e Company s Registrar and Share Transfer Agent i.e. Skyline Financial Services Private st Limited, D-153/A, 1 Floor, Okhla Industrial Area, Phase I, New Delhi about e changes, if any, in eir registered address along wi Pin Code, quoting eir Folio number and DP ID. All correspondence relating to transfer of shares may be sent directly to e aforesaid Registrar and Share Transfer Agent of e Company. 10. Members are requested to bring eir copies of Annual Report to e meeting, as e same will not be supplied again at e meeting as a measure of environment protection. 11. Route map of e venue of e meeting is attached herewi. 12. Pursuant to Rule 18(3)(i) of e Companies (Management and Administration) Rules, 2014, Members are requested to furnish or update eir IDs wi e Registrar and Share Transfer Agent for sending e soft copies of e Annual Report of e Company Annual Report for e year is also available on e website of e Company Voting rough electronics means/postal Ballot a. In Compliance wi provisions of section 108 of e Companies Act, 2013 read wi Rule 20 of e Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, e Company is pleased to provide e-voting facility to e members of e Company whose name appears on e Register of Members as on September 20, 2018 being e cut off date fixed for e purpose, to exercise eir right to vote in respect of e resolutions to be passed at e 39 Annual General Meeting. b. Instructions for e-voting are as under- I. Visit e e-voting website of NSDL. Open web browser by typing e following URL: eier on a Personal Computer or on a mobile. II. Once e home page of e-voting system is launched, click on e icon Login which is available under 'Shareholders' section. III. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on e screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at wi 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. IV. If you are already registered wi NSDL for remote e-voting, en you can user your existing user ID password to login and cast your vote. For Members who hold shares in demat account wi NSDL, USER-ID is e combination of (DPID + CLIENTID). For Members who hold shares in demat account wi CDSL, USER-ID is 16 digit beneficiary ID. For Members holding shares in Physical Form, USER-ID is e combination of (Even no. + Folio No.) V. Your password details are given below: a) If you are already registered for e-voting, en you can user your existing password to login and cast your vote. b) If you are using NSDL e-voting system for e first time, you will need to retrieve e 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter e 'initial password' and e system will force you to change your password. c) How to retrieve your 'initial password'? (i) If your ID is registered in your demat account or wi e company, your 'initial password' is communicated to you on your ID. Trace e sent to you from NSDL from your mailbox. Open e and open e attachment i.e. a.pdf file. Open e.pdf file. The password to open e.pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The.pdf file contains your 'User ID' and your 'initial password'. (ii) If your ID is not registered, your 'initial password' is communicated to you on your postal address. VI. If you are unable to retrieve or have not received e Initial password or have forgotten your password: a) Click on Forgot User Details/Password? (If you are holding shares in your demat account wi NSDL or CDSL) option available on b) Physical User Reset Password? (If you are holding shares in physical mode) option available on c) If you are still unable to get e password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN,your name and your registered address. VII. After entering your password, tick on Agree to Terms and Conditions by selecting on e check box. VIII. Now, you will have to click on Login button. IX. After you click on e Login button, Home page of e-voting will open. (3)

4 X. After successful login at Step 1, you will be able to see e Home page of e-voting. Click on e-voting. Then, click on Active Voting Cycles. XI. After click on Active Voting Cycles, you will be able to see all e companies EVEN in which you are holding shares and whose voting cycle is in active status. XII. Select EVEN of company for which you wish to cast your vote. XIII. Now you are ready for e-voting as e Voting page opens. XIV. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify e number of shares for which you wish to cast your vote and click on Submit and also Confirm when prompted. XV. Upon confirmation, e message Vote cast successfully will be displayed XVI. You can also take e printout of e votes cast by you by clicking on e print option on e confirmation page. XVII. Once you confirm your vote on e resolution, you will not be allowed to modify your vote. XVIII.Institutional Shareholders (i.e. oer an Individuals, HUF, NRI etc.) are also required to send scanned copy (PDF/JPG format ) of e relevant Board resolution/auority letter etc. togeer wi attested specimen signature of e duly auorised signatory(ies) who are auorized to vote, to e Scrutinizer rough scrutinizer@pelindia.com wi a copy marked to evoting@nsdl.co.in. XIX. In case of any queries, you may refer e Frequently Asked Question (FAQs) for Shareholders and e-voting user manual for shareholders available at e download section of or call on toll free no. : or send a request at evoting@nsdl.co.in. c. The e-voting period shall commence on September 23, 2018 (09:00 AM) to September 26, 2018 (05:00 PM). During is period e members of e Company, holding shares eier in physical form or in dematerialized form, as on September 20, 2018 (cut-off date) may cast eir vote electronically. Thereafter, e voting shall be closed. d. Any person, who acquires shares of e Company and become member of e Company after dispatch of e Notice of AGM and holding shares as of e cut-off date i.e. September 20, 2018, may obtain e login ID and password by sending a request at evoting@nsdl.co.in or contact Registrar and Transfer Agent (Skyline Financial Services Private Limited). However, if you are already registered wi NSDL for remote e-voting en you can use your existing user ID and password for casting your vote. If you forgot your password, you may generate new password by using Forgot User Details/Password option available on e. A member may participate in e AGM even after exercising his right to vote rough remote e-voting but shall not be allowed to vote again at e AGM. f. A person, whose name is recorded in e register of members or in e register of beneficial owners maintained by e depositories as on e cut-off date only shall be entitled to avail e facility of remote e-voting or voting at e AGM rough ballot paper. g. The Board of Directors has appointed M/s. Munish K Sharma & Associates, Company Secretaries, as e Scrutiniser for conducting e e-voting process in a fair and transparent manner. h. The Chairman shall, at e AGM, at e end of discussion on e resolutions on which voting is to be held, allow voting wi e assistance of scrutinizer, by use of Ballot Paper for all ose members who are present at e AGM but have not casted eir votes by availing e remote e-voting facility. Persons who have not casted eir votes shall be able to exercise eir voting right at e meeting rough Ballot Paper. i. The Scrutinizer, after e conclusion of voting at e AGM, will first count e votes cast at e meeting and ereafter unblock e votes cast rough remote e-voting in e presence of at least two witnesses not in e employment of e Company and shall make, not later an two days of e conclusion of e AGM, a consolidated scrutinizer s report of e total votes cast in favour or against, if any, to e Chairman or a person auorized by him in writing, who shall countersign e same and declare e result of e voting forwi. j. The results declared alongwi e report of e Scrutinizer shall be placed on e Company s website and on e website of e NSDL immediately after e declaration of result by e Chairman or a person auorized by him in writing. The result shall also be intimated to e Bombay Stock Exchange wiin 48 hours of e conclusion of e AGM. 15. In terms of SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated , is is e first reminder by e Company to obtain copy of PAN Card, Bank details, id and Mobile / Telephone No from all e shareholders holding shares in physical form. Accordingly you are requested to kindly furnish self-attested copy of your PAN Card and original cancelled Name printed Cheque or copy of Bank Passbook / Statement attested by e Bank along wi e details mentioned in Annexure A on e last page of e notice. You may send e details as given in Annexure A to e Company`s Registrar& Share Transfer Agent (RTA), M/s SKYLINE FINANCIAL SERVICES PRIVATE LIMITED at D-153A, Ist Floor, Okhla Industrial Area, Phase-I, New Delhi You are also requested to please get your shareholding dematerailzed as pursuant to SEBI circular no. SEBI/LAD-NRO/GN/2018/24 dated 08/ , e transfer of securities shall not be processed w.e.f. 05/12/2018, unless e securities are held in dematerialized form wi depository. Pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, e brief profile of Director eligible for re-appointment vide item no. 2 is as follows: Item No. 2: Name of Director DIN Date of Bir Date of Number of Shares Appointment held in e Company Mr. Deepto Roy /09/ /09/2014 Nil Mr. Deepto Roy is a graduate wi BA, LLB Hons from e West Bengal National University of Juridical Sciences and has been admitted to e Bar Council of Maharashtra and Goa since He is a corporate lawyer specializing in projects, infrastructure, Companies Law and Foreign Direct Investment and is a Partner in Shardul Amarchand Mangaldas & Co., one of e leading law firm of e Country. His acumen on his subject proved highly beneficial during his span of association wi e Company. (4)

5 The Board recommends his appointment and none of e Director or Key Managerial Personnel (KMP) of e Company or eir relatives except Mr. Deepto Roy himself is interested in passing of is resolution. Explanatory Statement pursuant to section 102(1) of e Companies Act, 2013 Item No. 3: Name of Director DIN Date of Bir Date of Number of Shares Appointment held in e Company Mr. Hardeep Singh Banga Nil Mr. Hardeep Singh Banga is e Managing Director of Victora Auto Pvt Ltd, a Company engaged in designing and manufacturing of auto components and caters to Auto manufacturers in e most developed markets in USA, EU, Mexico etc. It exports more an 70% of its products at are used in marquee brands like e Mercedez, Audi, VW etc. Mr Banga has taken Victora from a Rs.15cr revenue company to Rs. 547Cr in a short span of about 15 years wi a global foot print and wi physical presence in USA. His induction will help bring in diversity of experience and broadening of e business horizon which will benefit e Company in expanding its business. The Board recommends his appointment and none of e Director or Key Managerial Personnel (KMP) of e Company or eir relatives except Mr. Hardeep Singh Banga himself is interested in passing of is resolution. st List of Directorships as on 31 March 2018: 1. Victora Continental Pvt. Ltd., 2. Victora Components Pvt. Ltd., 3. Banga Tool Engineers Pvt. Ltd., 4. Advantech India Pvt. Ltd., 5. Victora Auto Pvt. Ltd., 6. Victoral Tool Engineers Pvt. Ltd., 7. Victora Stock-Invest Pvt. Ltd. 8. Victora Trading International Pvt. Ltd. 9. Victora Hospitalities Pvt. Ltd., 10. Victora Fintrade Pvt. Ltd., 11. JH Relatech Pvt. Ltd., 12. Pramuk Investments Pvt. Ltd., 13. Zeta Estates Pvt. Ltd., 14. FBG Business Group Pvt. Ltd., 15. Attractive Buildcon Pvt. Ltd. Item No. 4: Name of Director DIN Date of Bir Date of Number of Shares Appointment held in e Company Mr. Neeraj Bajaj Nil Mr. Neeraj Bajaj is a practicing chartered accountant and an expert wi wide ranging experience in e field of project financing, techno commercial appraisals and valuations, specialist technical services to corporate, small and medium enterprises and high net wor individuals in e field of finance, auditing, taxation, accounting & MIS and oer areas. He works in close association wi a number of nationalised as well as private sector banks and financial institutions. The Board recommends his appointment and none of e Director or Key Managerial Personnel (KMP) of e Company or eir relatives except Mr. Neeraj Bajaj himself is interested in passing of is resolution. st List of Directorships as on 31 March 2018: 1. SPM Autocomp Systems Pvt. Ltd., 2. Victora Auto Pvt. Ltd., 3. JBJ Technologies Ltd., 4. Pritika Autocast Ltd., 5. Pritika Auto Industries Ltd., 6. Nibber Castings Pvt. Ltd., 7. Autometers Alliance Ltd., 8. Precision Electronics Ltd. Item No. 5: In terms of Section 180(1)(c) of Companies Act, 2013, borrowings (apart from temporary loans repayable on demand or wiin 6 mons from e date of e loan such as short-term, cash credit arrangement, discounting of bills and e issue of oer short term loans of a seasonal character and oer temporary loans obtained from company s bankers in e ordinary course of business), in excess of e paid-up capital of e Company, its free reserves and securities premium, require e approval of e Members by way of special resolution. It is proposed to seek a fresh approval of e Members under Section 180(1)(c) of e Companies Act, 2013 for e borrowings by e Company upto an amount not exceeding Rs crores i.e. as set out in e resolution No. 5 of e accompanying notice. None of e Directors or Key Managerial Personnel (KMP) of e Company or eir relatives are concerned or interested, financially or oerwise, in e resolution set out at Item No. 5. (5)

6 Item No. 6: In terms of e provisions of Section 180(1)(a) of e Companies Act, 2013 and Rules made ereunder, e approval of Members of e Company by way of a Special Resolution is required to sell, lease or oerwise dispose of e whole or substantially e whole of e undertaking of e company or where e company owns more an one undertaking, of e whole or substantially e whole of any of such undertakings. The Board of Directors of e Company ( Board ) at its meeting held on resolved subject to approval of Members and oer approvals as may be necessary to sell/transfer/assign/deliver/ mortgage/ pledge/ hypoecate/ dispose-off or oerwise deal in any manner e company s land and building at D-10 & 11, Sector 3, Noida, Gautam Budh Nagar, UP and Plot No. 9&10, KIE Industrial Estate, Roorkee, , Uttarakhand. Your Company is undergoing temporary business fluctuations and market uncertainties due to which it has incurred losses. Most effective insurance to address is situation is to have capital in hand and optimize costs. Opportunities are around e corner for e Company but wiout adequate funds ey will slip away. Wi limited options available, e Company proposes to monetize e land & building asset of e company located at Noida & Roorkee, assets at are grossly underutilized and is non-core to e operations of e Company and shift to anoer facility in Delhi/NCR at is commensurate to e space requirements. The monetization of e land will reduce dependency on borrowed funds from e banks and at will reduce outflow on accounts of interest and in turn increase value in e hands of shareholders. The production at Noida and or Roorkee facilities can be shifted to oer facility/s at is operationally more economical and would result in cost savings. Also, e Borrowings, as required to be made by a Company, in general too are required to be secured by mortgage or charge or hypoecation on all or any of e movable or immovable properties of e Company in such form, manner and ranking as may be determined by e Board of Directors of e Company from time to time, in consultation wi e lender(s). However, e mortgage and/or charge and/or hypoecation on any of e movable and/or immovable properties and/or e whole or any part of e undertaking(s) of e Company, to secure borrowings of e Company wi a power to e charge holders to take over e management of e business and concern of e Company in certain events of default, may be regarded as disposal of e Company undertaking(s) wiin e meaning of Section 180(1)(a) of e Companies Act, 2013 and Rules made ereunder. It is proposed to seek a fresh approval of e Members under Section 180(1)(a) of e Companies Act, 2013 for creating mortgage and/or charge and/or hypoecation on any of e movable and/or immovable properties and/or e whole or any part of e undertaking(s) of e Company, to secure borrowings of e Company. None of e Directors or Key Managerial Personnel (KMP) of e Company or eir relatives are concerned or interested, financially or oerwise, in e resolution set out at Item No. 6. Item No. 7: Pursuant to Regulation 31A of SEBI (LODR) Regulations, 2015, e member s approval is sought for re-classification of promoter and promoter group of e Company. Mr. Ashok Kumar Kanodia and Mr. Pradeep Kumar Kanodia, promoter broers of e Company, had mutually arrived at memorandum of oral family settlement which was duly consented by e Hon ble Delhi High Court vide its order dated Thereafter, NCLT vide its order dated disposed off e matter which was consequently filed wi e Hon ble Delhi High Court and e Court vide its order dated disposed off all e petition(s). Precisely, all pending applications/suits stand disposed of and all interim orders stand vacated. In terms of e aforesaid settlement, Mr. Pradeep Kumar Kanodia along wi his associates has exited e Company and all e shares held by him and his associates were transferred to Mr Nikhil Kanodia, son of Mr. Ashok Kumar Kanodia (Managing Director) and a member of e promoter group. Mr. Pradeep Kumar Kanodia and his associates do not hold any shares in e Company and also, do not hold any right/claim/interest in control, ownership and management of e Company of any nature whatsoever. Below is e list of associates of Mr. Pradeep Kumar Kanodia forming part of Promoter group of e Company:- S. No. PK group forming part of Promoter and Promoter Group of Precision Electronics Limited 1 Mr. Pradeep Kumar Kanodia 2 Pradeep Kanodia HUF 3 Mr. Vidur Kanodia 4 Mrs. Alka Kanodia 5 Mrs. Manjari Kanoi 6 SNK Udyog Pvt. Ltd. 7 Advance Global Pvt. Ltd. 8 Manjari Corporation Pvt. Ltd 9 Linkers Advertising & Marketing Pvt. Ltd The aforesaid inter se transfer of shares between promoter/promoter group does not affect e public shareholding and no new person/entity has acquired any say in e management and control of e Company. Members approval is sought for reclassification of promoter group upon exit of Mr. Pradeep Kanodia and his associates from e company and after, reclassification, e promoter and promoter group shall stand as given in Item no. 7 of e notice. None of e Directors except Mr. Ashok Kumar Kanodia, Managing Director and Mr. Nikhil Kanodia, Whole Time Director cum President, or Key Managerial Personnel (KMP) of e Company or eir relatives are concerned or interested, financially or oerwise, in e resolution set out at Item No. 7. By Order of e Board For Precision Electronics Limited Place: Noida Date: (6) Sd/- Veenita Puri Company Secretary cum Compliance Officer

7 To, SKYLINE FINANCIAL SERVICES PRIVATE LIMITED D-153A, Ist Floor, Okhla Industrial Area, Phase-I, New Delhi Unit PRECISION ELECTRONICS LIMITED Dear Sir, Annexure A In terms of Securities and Exchange Board of India circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20, I/We hereby furnish e required details as follows: Name of Shareholders Folio No PAN (Attached Self attested copy) First Holder Second Holder Third Holder Bank A/c No (Kindly attach name printed cancel cheque / attested copy of passbook) Bank name Branch Address IFSC No MICR No Id Mobile / Telephone No Name of Shareholder(s) Signature of Shareholder(s) (7)

8 Route Map For AGM Venue (8)