NOTICE OF ANNUAL GENERAL MEETING

SHARP CHUCKS AND MACHINES PRIVATE LIMITED Regd. off: A-12, INDUSTRIAL DEVELOPMENT COLONY, JALANDHAR CIN: U27106PB1994PTC014701 Ph.0181-2611763, 2610341 Website:www.sharpchucks.com,Email: info@sharpchucks.com NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 21 ST Annual General meeting of the members of SHARP CHUCKS AND MACHINES PRIVATE LIMITED, JALANDHAR will be held on Tuesday,the 29 th day of September,2015 at 02.00 P.M. at the Registered office of the Company i.e. at A-12, Industrial Development Colony, Jalandhar to transact the following business:- ORDINARY BUSINESS:- 1.) To consider and adopt the audited Balance Sheet and statement of Profit and Loss Account for the financial year ended March 31, 2015 with Report of the Board of Directors and Auditors thereon. 2.)To appoint Auditors and fix their remuneration To ratify the appointment of Auditors, to hold office for 5 consecutive years from the conclusion of 20th Annual General Meeting till the conclusion of the 25th Annual General Meeting of the Company subject to the approval of shareholders at the 21 ST Annual General Meeting and in this regard, to consider and, if thought fit, to pass, with or without modification (s) the following resolution thereof as an Ordinary Resolution. RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and of the Companies (Audit & Auditors) Rules, 2014, M/s Sharp & Tannan, Chartered Accountants,506 Ashok Bhawan, 93, Nehru Place, New Delhi-110019,(Firm Registration No. 000452N), Chartered Accountants, who were appointed as Auditors of the Company, to hold office from the conclusion of 20th Annual General Meeting, for five consecutive years until the conclusion of the 25th Annual General Meeting of the Company, be and is hereby ratified by the shareholders in this 21st Annual General Meeting of the Company and that they shall be paid such remuneration as fixed by the Board of Directors of the Company. SPECIAL BUSINESS:- 3.) To consider, and if thought fit, to pass with or without amendments the following resolution as Special resolution:- Resolved That subject to the MCA Gazette Notification dated 05,June 2015,section 196 and all other applicable provisions, if any, of the Companies Act 2013 and rules made thereunder (including any statutory modification or re-enactment,thereof, for the time being in force), consent of the company be and is hereby accorded to the re-appointment of Mr. Ajay Sikka as Managing Director of the Company for a term of Five years w.e.f. 01 st October, 2015 on a salary of Rs. 1,50,000/- per month along with the perquisites and allowances as permissible under Companies Act, 2013. Resolved Further That for the purpose of giving effect to this resolution, any Director of the Company be authorized to do all acts,deeds, matters and things as they may in their absolute discretion deem necessary,

proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient. 4.) To consider, and if thought fit, to pass with or without amendments the following resolution as special resolution:- RESOLVED THAT pursuant to the Articles of Association of the Company, MCA Gazette Notification dated 05,June 2015, and all other applicable provisions, if any, of the Companies Act 2013 and rules made thereunder (including any statutory modification or re-enactment,thereof, for the time being in force), the Salary of Mrs. Gopika Sikka, Whole Time Director of the Company be and is hereby increased from Rs. 50000/- p.m. to Rs. 75000/- p.m. and she shall be paid all other benefits as per the rules of the Company w.e.f. 01/10/2015. Resolved Further That for the purpose of giving effect to this resolution, any Director of the Company be authorized to do all acts,deeds, matters and things as they may in their absolute d iscretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in this regard and to sign and execute all necessary documents, applications, returns and writings as may be necessary, proper, desirable or expedient. For and on behalf of Board of Directors of Sharp Chucks & Machines Private Limited Place: Jalandhar Mr. Ajay Sikka Mr. Rajat Kathpalia Date:09.09.2015 Managing Director Company Secretary

Notes: 1) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER. THE PROXY FORM DULY COMPLETED MUST BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME OF HOLDING THE MEETING. 2) Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details, change of address, change of name, e-mail address, contact numbers, etc., to their Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company s records which will help the Company and the Company s Registrars and Transfer Agents Skyline Financial Services (P) Ltd to provide efficient and better services. 3)Corporate members intending to send their authorized representative(s) to attend the meeting are requested to send to the company a duly certified board resolution authorizing their said representative(s) to attend and vote on their behalf at the meeting. 4) All the relevant documents will be available for inspection during business hours on all working days at the registered office of the Company. 5) An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting in respect of item no (3 & 4) is annexed hereto and forms part of notice.

EXPLANATORY STATEMENT THE FOLLOWING EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ( ACT ) SETS OUT ALL MATERIAL FACTS RELATING TO THE BUSINESS MENTIONED AT ITEM NO. 3 to 4. Item No. 3 Mr. Ajay Sikka was appointed as Managing Director of the company w.e.f October 1, 2010 for a period of 5 years. His current tenure will expire on September 30, 2015. He is rendering valuable services in the development of the company for past many years and has a significant contribution in the growth of the company. The Board of Directors have given their approval for the said appointment and the remuneration respectively which is as under:- (a) Salary: Rs. 1,50,000/- (Rupees One Lac Fifty Thousand only) per month in the with effect from October 1, 2015. The principal terms of appointment and remuneration of Mr. Ajay Sikka are as follows: Salary of Rs. 1,50,000/- p.m. Perquisites Medical Reimbursement-Medical Expenses incurred for self and family subject to a maximum of Rs. 15,000/- only p.a. Use of Car-The Director will be allowed to use Car for Company s business and the expenses for use of car for private purposes shall be incurred by the Director himself. The Managing Director shall not be paid any sitting fees for attending meetings of the Board or Committee thereof. None of the directors of the company, KMP or their relatives except Mr. Ajay Sikka is concerned or interested in the resolution. Information about the appointee A) Mr. Ajay Sikka 1) Background Details Mr. Ajay Sikka, aged 47 Years, is a Graduate and has more than 25 years experience in the manufacturing and export of Machine Tools accessories, auto parts for tractors and heavy commercial vehicle, railways and defenses. He is the founder & Managing Director of the Company. He has been associated with Auto components industry in India since 1994. With his vision and perseverance the company achieved the goals what it has strived for. Optimum utilization of the capacity, bringing in the best people in the industry and always pursuing them to achieve the goals of the company was his continuous focus. He is responsible for overall Management and supervision of the business of the company. 2) Past Remuneration - Rs. 1,00,000 /- Perquisites Medical Reimbursement-Medical Expenses incurred for self and family subject to a maximum of Rs. 15,000/- only p.a. Use of Car-The Director will be allowed to use Car for Company s business and the expenses for use of car for private purposes shall be incurred by the Director himself. The Managing Director shall not be paid any sitting fees for attending meetings of the Board or Committee thereof 3) Job Profile : He is the Managing Director of the Company and having substantial powers of the Company under the overall supervision and control of Board of Directors.He devotes time and full concentration to his job.he has a sound knowledge and rich experience of financing Market.

4) Remuneration Proposed : as set out in the explanatory statement for Item no. 3. The remuneration of Managing Director has the approval of Board of Directors. Item No. 4 Pursuant to MCA Gazette Notification dated 05,June 2015, and all other applicable provisions, if any, of the Companies Act 2013 and rules made thereunder (including any statutory modification or re-enactment,thereof, for the time being in force), the salary of Mrs. Gopika Sikka, Whole Time Director of the company has been increased from Rs. 50000/- p.m. to Rs. 75000/- p.m.. The director shall be paid all other benefits as per the rules of the company w.e.f. 01/10/2015 for looking after the affairs of the company, The approval of Members is required for the same. Therefore, this resolution is being placed before the members for their approval. Except the above named Director none of the other Directors and member(s) of the Company have interest in the said resolution. Information about the director. A) Mrs. Gopika Sikka 1) Background Details Mrs. Gopika Sikka, aged 43 Years, is a Commerce Graduate, has 18 Years working experience in auto components and hand tools industry. She is responsible for building team, directing & streamlining policies leading to operational excellence, Designing and implementing HR & Admin policies. Ensuring, Maintaining discipline, punctuality, Responsible for training & development and handling entire administration and Accountable for implementation of welfare activities as well as initiating cost cutting methods. 2) Past Remuneration - Rs. 50,000 /- Perquisites Medical Reimbursement-Medical Expenses incurred for self and family subject to a maximum of Rs. 15,000/- only p.a. Use of Car-The Director will be allowed to use Car for Company s business and the expenses for use of car for private purposes shall be incurred by the Director himself. The Director shall not be paid any sitting fees for attending meetings of the Board or Committee thereof 3) Job Profile : She is responsible for building team, directing & streamlining policies leading to operational excellence, Designing and implementing HR & Admin policies. Ensuring, Maintaining discipline, punctuality, Responsible for training & development and handling entire administration and Accountable for implementation of welfare activities as well as initiating cost cutting methods. 4) Remuneration Proposed : as set out in the explanatory statement for Item no. 4. The remuneration of Director has the approval of Board of Directors. For and on behalf of Board of Directors of Sharp Chucks & Machines Private Limited Place: Jalandhar Mr. Ajay Sikka Mr. Rajat Kathpalia Date:09.09.2015 Managing Director Company Secretary

IMPORTANT 1. Additional Audited Financials Accounts will not be distributed at the AGM, Please bring the enclosed Audited Financials at the Annual General Meeting. 2 Please bring duly completed attendance slip at the Annual General Meeting. 3 Please note that only shareholders or the approved Proxies would be allowed to attend the Annual General Meeting. (Children/Family/Members/Guests etc.other than shareholders/approved proxies would not be allowed.) 4 No gifts shall be distributed.

SHARP CHUCKS AND MACHINES PRIVATE LIMITED CIN: U27106PB1994PTC014701 Regd. Office: A-12, INDUSTRIAL DEVELOPMENT COLONY, JALANDHAR-144012, PUNJAB, INDIA. Tel No: Ph.:- 0181-2611763, 2610341 Fax No: 0181-2610344 Website: sharpchucks.com, E.mail: info@sharpchucks.com RTA: Skyline Financial Services (P) Ltd., D-153 A, 1st Floor, Okhla Industrial Area, Phase- I, New Delhi- 110020 PROXY FORM [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014] Name of the Member(s):. Registered address: E-Mail Id:... Folio No. / Client Id:. DP Id:. I/We, being the member(s) of... shares of the above named Company, hereby appoint 1. Name: Address E-Mail Id:..Signature:. 2. Name: Address E-Mail Id:..Signature:. as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 21 st Annual General Meeting of the Company to be held at Sharp chucks and Machines Private Limited, A-12, Industrial Development Colony, Jalandhar- 144012, Punjab (INDIA) at 02.00 p.m.. on Tuesday the 29 th day of September, 2015 and at any adjournment thereof in respect of such resolutions as are indicated below: ** I/We wish my above proxy(ies) to vote in the manner as indicated in the box below: Ordinary Resolution(s) For Against Abstain 1. Adoption of the audited Balance Sheet as at and the Financial Statements for the financial year ended on March 31, 2015 and Reports of the Directors and Auditors thereon. 2. Appointment of Statutory Auditors and fixing their remuneration. Special Resolution(s) For Against Abstain 1. Re-Appointment of Managing Director 2.Variation in terms of Remuneration of Whole Time Director Signed this...day of... 2015 Signature of Shareholder Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder ** This is only optional. Please put a in the appropriate column against the resolutions indicated in the Box. Alternatively, you may mention the number of shares in the appropriate column in respect of which you would like your proxy to vote. If you leave all the columns blank against any or all the resolutions, your proxy will be entitled to vote in the manner as he/she thinks appropriate.

Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting. 2. A proxy need not be a member of the Company. 3. In case the appointer is a body corporate, the proxy form should be signed under its seal or be signed by an officer or an attorney duly authorized by it and an authenticated copy of such authorisation should be attached to the proxy form.. 4. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes. 5. In case of joint holders, the signature of any one holder will be sufficient, but names of all the joint holders should be stated. ------------------------------------------------------------------------------------------------------------------------------------------------ THIS PORTION IS INTENSTIONALLY LEFT BLANK

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