MAHAVIREXPOCHEMLIMITED

Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

NOTICE OF 2/2017 EXTRA ORDINARY GENERAL MEETING

To,
The Members,

NOTICE IS HEREBY GIVEN THAT 2/2017 EXTRA ORDINARY GENERAL MEETING OF

MAHAVIR EXPOCHEM LIMITED WILL BE HELD AT REGISTERED OFFICE OF THE
COMPANY AT MAHAVIR ESTATE B/H SHAHCHAMBERS NR CTM CHAR CROSS
LANE AMRAIWADI 26 AHMEDABAD ON TUESDAY 13TH JUNE, 2017 AT 11.00 A.M.
TO TRANSACT THE FOLLOWING SPECIAL BUSINESS:

SPECIAL BUSINESS:

ITEM NO.1 AUTHORIZATION TO THE BOARD OF DIRECTOR (BOARD) TO

OFFER/ ISSUE 20,00,000 SHARES RS. 10/- EACH.

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

RESOLVED THAT in accordance with the provisions of Section 42, 55 and 62 and
other applicable provisions, if any, of the Companies Act, 2013 and the rules made
thereunder (including any amendment thereto or re-enactment thereof for the time
being in force), other applicable provisions, if any, of the Companies Act, 2013, the
approval of the members of the Company be and is hereby accorded to the Board of
directors of the Company ((hereinafter referred to as the Board to create, offer, issue
and allot on preferential basis, in one or more tranches, 20,00,000 (Twenty Lakhs)
Equity Shares of nominal value of Rs. 10/- (Rupees Ten only) each at par, to such
person(s) as given under as the Board may deem appropriate in its absolute discretion.
Name of Proposed Investors:

No. of Face
Name of Investor Equity to be Value
issued (INR)
PARAS VINODBHAI SHAH
VINODBHAI LILCHAND SHAH 20,00,000 10
JITUMATI VINODBHAI SHAH
Total 20,00,000

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such
steps and to do all such acts, deeds, and things, as it may in its absolute discretion
consider necessary, expedient, usual, proper or desirable or incidental to give effect to
this resolution and settle any question, remove any difficulty or doubt that may arise
from time to time in relation to the offer, issue and allotment of Equity Shares and to
finalize and issue the offer letter, to prescribe the forms of application, enter into any
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

agreements or other instruments and to take such actions or give such directions as
the Board may consider necessary or desirable and to obtain any approvals,
permissions, sanctions which may be necessary or desirable as the Board may deem
fit.

For and on behalf of

MAHAVIR EXPOCHEM LIMITED

PARAS VINODCHANDRA SHAH

Date:- 22nd May, 2017 MANAGING DIRECTOR
Place:- Amraiwadi, Ahmedabad DIN: 00341800
__________________________________________________________________________________
NOTES:
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED
TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL, INSTEAD OF HIMSELF /
HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
2. Proxies, in order to be effective, must be received by the Company at its
registered office not less than 48 hours prior to the commencement of the meeting.
3. A person can act as proxy on behalf of members not exceeding fifty (50) and
holding in the aggregate not more than ten percent of the total share capital of the
company.
4. Corporate members intending to send their authorised representatives to attend
the meeting are requested to send to the Company a Certified true copy of the Board
resolution authorizing their representative to attend and vote on their behalf at the
meeting.
5. An Explanatory 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.
6. During the period beginning 24 hours before the time fixed for the
commencement of the meeting and ending with the conclusion of the meeting, a
member would be entitled to inspect the proxies lodged at any time during the
business hours of the company, provided that not less than three days of notice in
writing is given to the company.
7. In case of joint members attending the meeting, only such joint holder who is
higher in the order of names will be entitled to vote (if cast at the EGM).
8. Relevant documents referred to in the accompanying notice of EGM and
explanatory statement are open for inspection by the members at the Registered Office
of the company on all working days except Saturday between 9:30 A.M. and 5:30 P.M.
up to the date of the meeting.
______________________________________________________________________________
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE

COMPANIES ACT, 2013 SETTING OUT ALL MATERIAL FACTS RELATING
TO THE BUSINESS:-

To meet the long term funds requirements of the Company, it is proposed to offer/
issue up to 20,00,000 Equity Shares of Rs. 10/- each to prospective investors as
contemplated in the resolution. The proposed issue of Equity Shares may be made in
one or more tranches. The final terms and conditions of the offer / issue as and when
made will be determined by the Board of Directors at the time of the offer depending
on the prevailing market conditions. Pursuant to the provisions of Section 42, 55 and
62 of the Companies Act, 2013 and Companies (Prospectus and Allotment of
Securities) Rules 2014, prior approval of shareholders by Special Resolution is
required for the issue of preference shares. Accordingly, approval of the members of
the Company by way of Special Resolution as set out under Item No. 1 is being sought
to issue 20,00,000 Equity Shares of the face value of INR 10/- each and to authorize
the Board to create, offer, issue and allot shares as stated in the said resolution,
which would result in issuance of further shares of the Company.

The Information as required under Rule 13 of the Companies (Share Capital &
Debentures) Rules, 2014 for the proposed Preferential Issue is as under:-

1. Object of issue:-

The object of the proposed Preferential Issue is to augment the resources of the
Company for general corporate and capacity expansion and other such
purposes permitted by the applicable law and approved by the Board of the
Company.

2. The Total Number of shares to be issued and Price and class of Person:-

20,00,000 Equity Shares will be issued at Rs. 10/- each at par to

No. of Face
Name of Investor Equity to be Value
issued (INR)
PARAS VINODBHAI SHAH
VINODBHAI LILCHAND SHAH 20,00,000 10
JITUMATI VINODBHAI SHAH
Total 20,00,000

Further, Promoters /Directors/KMPL will participate with this offer. For the
reason, the change of Management/control would not be occurring consequent
to this offer.
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

3. Basis on which Price has been arrived:

The Company has executed share subscription and shareholding agreement

with potential investors. On that basis, the Company has been arrived the price
of issued

4. Pre and Post shareholding pattern of the Company :-

Sr. Category Pre-Issue Post Issue

No No of % of No of % of
. Shares held shareholdin Shares held shareholdin
g g
A Promoters
Holding
1 Indian:
Individual 800900 8.009 28,00,900 23.341
Bodies --- --- --- ---
Corporate
Sub-Total 800900 8.009 28,00,900 23.341
2. Foreign
Promoters
Sub-Total (A)
B. Non Promoters
Holding
1. Institutional --- --- --- ---
Investors
2. Non --- --- --- ---
Institutional
Investors
Private --- --- --- ---
Corporate
Bodies
Directors & --- --- --- ---
Relatives
Indian Public 91,99,100 91.991 91,99,100 76.659
Others --- --- --- ---
(Including NRI)
Sub-Total --- --- --- ---
Grand Total 1,00,00,00 100.000 1,20,00,00 100.000
0 0

5. Time within which the Preferential Issue shall be completed:

The Company will complete the issue & allotment of Equity Shares within a
period of 12 months from the date of passing of the resolutions by the
shareholders.
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

The Board recommends the Special Resolution set out at Item No. 1 of the Notice for
approval by the Members.

None of the Directors or Key Managerial Personnel of the Company and their relatives
is concerned or interested, financially or otherwise, in passing of the resolution except
to the extent of their shareholding, if any, in the Company.

For and on behalf of

MAHAVIR EXPOCHEM LIMITED

PARAS VINODCHANDRA SHAH

Date:- 22nd May, 2017 MANAGING DIRECTOR
Place:- Amraiwadi, Ahmedabad DIN: 00341800
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

Date:- 20-June-2017

To,
Jatin Kapadia
Company Secretary
A-403, Malabar County,
B/h. Nirma University,
Chharodi, Ahmedabad

Re:- Confirmation of Circulation of Notice

Dear Jatinbhai,

With regards to Extra-Ordinary General Meeting held on 13 TH June 2017 and Board
Meeting held on 20-June-2017, we have circulated notice for conveying said General
Meeting and Board Meeting as per Companies Act, 2013.

For MAHAVIR EXPOCHEM LIMITED

PARAS VINODCHANDRA SHAH

MANAGING DIRECTOR
DIN: 00341800
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

Certified True Copy of an Special Resolution passed at the Extra-Ordinary

General Meeting of the Mahavir Expochem Limited (Company) held on 13 th
June, 2017 at the Registered office of the Company
-------------------------------------------------------------
AUTHORIZATION TO THE BOARD OF DIRECTOR (BOARD) TO OFFER/ ISSUE
20,00,000 SHARES RS. 10/- EACH.

RESOLVED THAT in accordance with the provisions of Section 42, 55 and 62 and
other applicable provisions, if any, of the Companies Act, 2013 and the rules made
thereunder (including any amendment thereto or re-enactment thereof for the time
being in force), other applicable provisions, if any, of the Companies Act, 2013, the
approval of the members of the Company be and is hereby accorded to the Board of
directors of the Company ((hereinafter referred to as the Board to create, offer, issue
and allot on preferential basis, in one or more tranches, 20,00,000 (Twenty Lakhs)
Equity Shares of nominal value of Rs. 10/- (Rupees Ten only) each at par, to such
person(s) as given under as the Board may deem appropriate in its absolute discretion.
Name of Proposed Investors:

No. of Face
Name of Investor Equity to be Value
issued (INR)
PARAS VINODBHAI SHAH
VINODBHAI LILCHAND SHAH 20,00,000 10
JITUMATI VINODBHAI SHAH
Total 20,00,000

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such
steps and to do all such acts, deeds, and things, as it may in its absolute discretion
consider necessary, expedient, usual, proper or desirable or incidental to give effect to
this resolution and settle any question, remove any difficulty or doubt that may arise
from time to time in relation to the offer, issue and allotment of Equity Shares and to
finalize and issue the offer letter, to prescribe the forms of application, enter into any
agreements or other instruments and to take such actions or give such directions as
the Board may consider necessary or desirable and to obtain any approvals,
permissions, sanctions which may be necessary or desirable as the Board may deem
fit.

|| Certified True Copy ||

For MAHAVIR EXPOCHEM LIMITED

PARAS VINODCHANDRA SHAH

MANAGING DIRECTOR
DIN: 00341800
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

Certified True Copy of Explanatory Statement of an Special Resolution passed at

the Extra-Ordinary General Meeting of the Mahavir Expochem Limited
(Company) held on 13th June, 2017 at the Registered office of the Company
-------------------------------------------------------------

To meet the long term funds requirements of the Company, it is proposed to offer/
issue up to 20,00,000 Equity Shares of Rs. 10/- each to prospective investors as
contemplated in the resolution. The proposed issue of Equity Shares may be made in
one or more tranches. The final terms and conditions of the offer / issue as and when
made will be determined by the Board of Directors at the time of the offer depending
on the prevailing market conditions. Pursuant to the provisions of Section 42, 55 and
62 of the Companies Act, 2013 and Companies (Prospectus and Allotment of
Securities) Rules 2014, prior approval of shareholders by Special Resolution is
required for the issue of preference shares. Accordingly, approval of the members of
the Company by way of Special Resolution as set out under Item No. 1 is being sought
to issue 20,00,000 Equity Shares of the face value of INR 10/- each and to authorize
the Board to create, offer, issue and allot shares as stated in the said resolution,
which would result in issuance of further shares of the Company.

The Information as required under Rule 13 of the Companies (Share Capital &
Debentures) Rules, 2014 for the proposed Preferential Issue is as under:-

1. Object of issue:-

The object of the proposed Preferential Issue is to augment the resources of the
Company for general corporate and capacity expansion and other such
purposes permitted by the applicable law and approved by the Board of the
Company.

2. The Total Number of shares to be issued and Price and class of Person:-

20,00,000 Equity Shares will be issued at Rs. 10/- each at par to

No. of Face
Name of Investor Equity to be Value
issued (INR)
PARAS VINODBHAI SHAH
VINODBHAI LILCHAND SHAH 20,00,000 10
JITUMATI VINODBHAI SHAH
Total 20,00,000

Further, Promoters /Directors/KMPL will participate with this offer. For the
reason, the change of Management/control would not be occurring consequent
to this offer.
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

3. Basis on which Price has been arrived:

The Company has executed share subscription and shareholding agreement

with potential investors. On that basis, the Company has been arrived the price
of issued

4. Pre and Post shareholding pattern of the Company :-

Sr. Category Pre-Issue Post Issue

No No of % of No of % of
. Shares held shareholdin Shares held shareholdin
g g
A Promoters
Holding
1 Indian:
Individual 800900 8.009 28,00,900 23.341
Bodies --- --- --- ---
Corporate
Sub-Total 800900 8.009 28,00,900 23.341
2. Foreign
Promoters
Sub-Total (A)
B. Non Promoters
Holding
1. Institutional --- --- --- ---
Investors
2. Non --- --- --- ---
Institutional
Investors
Private --- --- --- ---
Corporate
Bodies
Directors & --- --- --- ---
Relatives
Indian Public 91,99,100 91.991 91,99,100 76.659
Others --- --- --- ---
(Including NRI)
Sub-Total --- --- --- ---
Grand Total 1,00,00,00 100.000 1,20,00,00 100.000
0 0

5. Time within which the Preferential Issue shall be completed:

The Company will complete the issue & allotment of Equity Shares within a
period of 12 months from the date of passing of the resolutions by the
shareholders.
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

The Board recommends the Special Resolution set out at Item No. 1 of the Notice for
approval by the Members.

None of the Directors or Key Managerial Personnel of the Company and their relatives
is concerned or interested, financially or otherwise, in passing of the resolution except
to the extent of their shareholding, if any, in the Company.

|| Certified True Copy ||

For MAHAVIR EXPOCHEM LIMITED

PARAS VINODCHANDRA SHAH

MANAGING DIRECTOR
DIN: 00341800
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

LIST OF ALLOTTEES

Name of the Company Mahavir Expochem Limited

Date of Allotment 20th June - 2017

Type of Securities allotted Equity Shares

Nominal Value of Per Security Rs. 10/- per share

(In Rs.)
Premium/ (Discount) amount per Nil
security (in Rs.)

Total number of allottees 1

Brief particulars in respect of terms Pari Passu with Existing Issued Capital
and condition,voting rights etc.

Sr. Name, Address, Occupation, Address of Allottee No of Equity

No. Nationality and PAN of Allottee Shares Paid Up
Allotted
1 PARAS VINODBHAI SHAH 8, VIJAYGHAT SOCIETY, 20,00,000
(PAN: AIFPS9423A ) NEAR SHANTIVAN BUS STOP,
Occupation: Business NARAYANNAGAR ROAD,
Nationality : Indian PALDI,
VINODBHAI LILCHAND SHAH AHMEDABAD - 380 007
(PAN: AFQPS1740E)
Occupation: Business
Nationality : Indian
JITUMATI VINODBHAI SHAH
(PAN: AFQPS1714L )
Occupation: House Wife
Nationality : Indian

For MAHAVIR EXPOCHEM LIMITED

PARAS VINODCHANDRA SHAH

MANAGING DIRECTOR
DIN: 00341800
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

Certified True Copy of Board Resolution of passed at the Meeting of Board of

Director held on 20-June-2017at the Registered office of the Company
---------------- --------------------------------------------
Re: Allotment of 20,00,000 Equity Shares at Par

RESOLVED THAT pursuant to the provisions of Section 42, 62(c) and other provisions,
applicable, if any, of the Companies Act, 2013 read with Companies (Prospectus and
allotment of Securities) Rules, 2014 and the Companies (Share Capital and
Debentures) Rules, 2014 including any statutory enactment, modification etc. thereto,
the consent of the Board of Directors of the Company be and is hereby accorded for an
allotment of 20,00,000 (Twenty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only)
each of the Company at par, distinctively numbered from 10000001 to 12000000
(both inclusive), to Joint Holders i.e. PARAS VINODBHAI SHAH, VINODBHAI
LILCHAND SHAH & JITUMATI VINODBHAI SHAH from whom the Company has
received share application money aggregating to Rs.2,00,00,000/- (Rupees Two Crores
Only).

RESOLVED FURTHER THAT the said Equity Shares shall rank pari-passu with
existing Equity Shares in all respects.

RESOLVED FURTHER THAT any of the Director of the Company be and is hereby
authorized to file Return on Allotment of aforesaid shares in E-Form No. PAS-3 or
such other applicable form from time to time with the Registrar of Companies /
Ministry of Corporate Affairs by affixing Digital Signature thereto.

RESOLVED FURTHER THAT the Share Certificate for the shares allotted as aforesaid
be issued to abovementioned allottee under the signatures of any two Directors and
Mr. Bakan Shah as Authorised signatory of the Company and the Common Seal of the
company be affixed on the share certificate as per the Articles of Association of the
Company.

RESOLVED FURTHER THAT necessary entries in respect of issue and allotment of

aforesaid shares be made in the Register of Members.

|| Certified True Copy ||

For MAHAVIR EXPOCHEM LIMITED

PARAS VINODCHANDRA SHAH

MANAGING DIRECTOR
DIN: 00341800
 MAHAVIREXPOCHEMLIMITED
Registeredoffice:
MahavirEstate,B/HShahChambers,NrCTMCharCrossLane,Amraiwadi
CIN:U24110GJ1995PLC025490

Form PAS-5

(Section 42(7) and Rule 14(3) of

Companies (Prospectus and Allotment of Securities) Rules, 2014)

Record of a private placement offer to be kept by the company

Name of the Company: Mahavir Expochem Limited

Registered Office of the company: Mahavir Estate, B/H Shah Chambers, Nr CTM
Char Cross Lane, Amraiwadi, Ahmedabad

CIN: U24110GJ1995PLC025490

DETAILS OF PRIVATE PLACEMENT OFFER:

Date when approval of the relevant authority (board or the shareholders, as the case
may be) obtained for the current Private placement Offer Letter:- 13-June-17
Date of Extra Ordinary General Meeting 13-June-17

Amount of the Offer: Rs. 2,00,00,000/-

Date of circulation of private placement offer letter: 13-June-17
Following details (in a tabulate statement) of the persons to whom private placement
offer letter has been circulated:-
Sr. Name, Address, PAN, Signature
No Occupation, Nationality of
Investor Email -ID
1. PARAS VINODBHAI SHAH
(PAN: AIFPS9423A )
Occupation: Business
Nationality : Indian
VINODBHAI LILCHAND SHAH
(PAN: AFQPS1740E)
Occupation: Business
Nationality : Indian
JITUMATI VINODBHAI SHAH
(PAN: AFQPS1714L )
Occupation: House Wife
Nationality : Indian

8, VIJAYGHAT SOCIETY,
NEAR SHANTIVAN BUS STOP,
NARAYANNAGAR ROAD, info@mahavirex
PALDI, AHMEDABAD - 380 007 pochem.com