SPICE DIGITAL LIMITED CIN: U72900DL2000PLC104989 Regd. Office: 60-D, Street No. C-5 Sainik Farms, New Delhi -110062 Website: www.spicedigital.in Phone: + 91-120- 3355131 Fax: + 91-120-3859414 NOTICE Notice is hereby given that the Twentieth Extra-Ordinary General Meeting of the Members of Spice Digital Limited will be held on Monday, the 1 st day of May, 2017 at 11.00 a.m. (IST) at 60-D, Street No. C-5, Sainik Farms, New Delhi - 110062 to transact the following SPECIAL BUSINESS: Approval for acquisition of 100% shareholding of Kimaan Exports Private Limited from Spice Mobility Limited, holding company 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 Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder (including any statutory modification(s), amendment(s) or re-enactment(s) thereto for the time being in force) (hereinafter referred to as the Act ), the Memorandum and Articles of Association of the Company and subject to such approvals, consents, sanctions and permissions as may be necessary, consent be and is hereby accorded to the Board of Directors of the Company, to enter into a contract or arrangement with Spice Mobility Limited, holding company, for acquisition of 20,000 fully paid up equity shares of 10 each representing 100% share capital of Kimaan Exports Private Limited held by Spice Mobility Limited, holding company, for a cash consideration of 62,75,70,000 (Rupees Sixty Two Crores Seventy Five Lakhs and Seventy Thousands only) in accordance with the terms and conditions mutually agreed to between the Company and Spice Mobility Limited. RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to determine the terms and conditions related thereto and to execute all the documents, agreements, or writings that may be required to be executed in relation to the acquisition of above mentioned shares and other incidental documents, and to do all such acts, deeds and things as it may, in its absolute discretion, deem necessary or expedient and to settle all questions, difficulties or doubts that may arise in this regard. By order of the Board For Spice Digital Limited Noida March 16, 2017 Sd/- (Kokila Arora) Company Secretary
IMPORTANT NOTES: 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts relating to the Special Business to be transacted at the Extraordinary General Meeting ( EGM or the Meeting ) is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE EGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. A PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING THE PROXY IN ORDER TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. A person can act as proxy on behalf of members not exceeding fifty (50) in number and holding, in aggregate, not more than ten percent of the total share capital of the Company carrying voting rights. However, 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 proxy for another person or shareholder. 3. In case of joint holders attending the meeting, only such joint holder who is higher in order of names will be entitled to vote. 4. Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board Resolution to the Company prior to the meeting, authorizing their representatives to attend and vote on their behalf at the Meeting. 5. 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. 6. Members/ proxies/ authorized representatives should bring the duly filled Attendance Slip enclosed herewith to attend the meeting. 7. A route map along with the prominent landmark for easy reach to the venue of the Meeting is annexed with this notice. 8. All the records and documents referred to in the Notice, if any, are open for inspection at the Registered Office and Corporate Office of the Company on all working days between 11.00 A.M. (IST) to 1.00 P.M. (IST) up to the date of the EGM. 9. Members are requested to register/update their e-mail ids with the Company for receiving all communication electronically. 10. Members may also note that the Notice of the Meeting of the Company will be available on the Company s website viz. www.spicedigital.in By order of the Board For Spice Digital Limited Noida March 16, 2017 Sd/- (Kokila Arora) Company Secretary
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Section 188(1) of the Companies Act, 2013 read with the Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014 ( the Act ) provide that for entering into any contract/arrangement for sale, purchase or supply of any goods or materials, directly or through the appointment of agent, exceeding ten percent or more of the turnover of the company or rupees one hundred crore, whichever is lower, with the related party, the company must obtain prior approval of its Members by way of an Ordinary Resolution in addition to the consent of its Board of Directors. Accordingly, approval of the Members is being sought to authorize the Board of Directors ( the Board ) to acquire 100% shareholding of Kimaan Exports Private Limited ( Kimaan ) from Spice Mobility Limited ( SML ), a related party of the Company, as this transaction exceeds the threshold prescribed in Rule 15(3)(a)(i) of the said Rules. Information as required to be disclosed under Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 are given below: (a) Name of the related party SML (b) Name of the Director or Key Managerial Personnel who is related, if any None (c) Nature of relationship SML is holding company of the Company (d) (e) Nature, material terms, monetary value and particulars of the contract/arrangements: Any other information relevant or important for the members to take a decision on the proposed resolution Acquisition of 100% shareholding (comprising 20,000 fully paid up equity shares of 10 each) of Kimaan from SML for a cash consideration of 62,75,70,000. 15% of the consideration to be payable as advance. Presently Kimaan is a wholly-owned subsidiary of SML. Consequent to the said acquisition, Kimaan will become a whollyowned subsidiary of the Company. The Audit Committee and the Board, in their meetings held on March 16, 2017, have approved the aforesaid related party transaction. Pursuant to Section 188 of the Act, all Members of the Company who are related parties of the Company are required to abstain from voting on this Resolution. The Board is of opinion that this Resolution is in best interest of the Company and therefore recommends this resolution for approval of the Members of the Company by way of an Ordinary Resolution. None of the Directors or Key Managerial Personnel of the Company or their relatives are in any way, concerned or interested in this resolution. By order of the Board For Spice Digital Limited Noida March 16, 2017 Sd/- (Kokila Arora) Company Secretary
SPICE DIGITAL LIMITED CIN: U72900DL2000PLC104989 Regd. Office: 60-D, Street No. C-5 Sainik Farms, New Delhi -110062 Website: www.spicedigital.in Phone: +91-120- 3355131 Fax: + 91-120-3859414 ATTENDANCE SLIP TWENTIETH EXTRA-ORDINARY GENERAL MEETING MONDAY, 1 ST MAY, 2017 PLEASE FILL IN THIS ATTENDANCE SLIP, SIGN AND HAND IT OVER AT THE ENTRANCE OF THE MEETING VENUE Name of the Shareholder/ Proxy Registered Address Regd. Folio No./ DP ID* Client ID No.* No. of Shares held * applicable for shareholders holding shares in electronic form. I/ We hereby record my/our presence at the Twentieth Extra-Ordinary General Meeting of Spice Digital Limited held on Monday, the 1 st day of May, 2017 at 11:00 a.m. (IST) at 60-D, Street No. C- 5, Sainik Farms, New Delhi - 110062.. Signature of Shareholder/Proxy
SPICE DIGITAL LIMITED CIN: U72900DL2000PLC104989 Regd. Office: 60-D, Street No. C-5 Sainik Farms, New Delhi -110062 Website: www.spicedigital.in Phone: +91-120- 3355131 Fax: + 91-120-3859414 PROXY FORM [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] TWENTIETH EXTRA-ORDINARY GENERAL MEETING 1 ST MAY, 2017 Name of the member (s):... Registered Address:. E-mail ID:. Folio No./DP ID*:... Client ID*:.. I/We, being the member(s) of Spice Digital Limited, holding shares of the Company, hereby appoint: 1. Name:..... Address:.... E-mail ID:. Signature:..., or failing him/ her 2. Name:..... Address:.... E-mail ID:. Signature:..., or failing him/her 3. 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 Twentieth Extra-Ordinary General Meeting of the Company, to be held on Monday, the 1 st May, 2017 at 11:00 a.m. at 60- D, Street No. C-5, Sainik Farms, New Delhi - 110062, India and at any adjournment thereof in respect of such resolution as indicated below: Resolution Description Special Business : Approval for acquisition of 100% shareholding of M/s. Kimaan Exports Private Limited from M/s. Spice Mobility Limited, Holding company
Signed this day of...2017 Affix the revenue stamp of Re. 1/- Signature of Member.....Signature of Proxy Holder(s)........ Notes: 1. This form of proxy 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 commencement of the Meeting. 2. A member entitled to attend and vote is entitled to appoint a proxy to attend and on poll, to vote instead of himself/herself. A proxy need not be a member. 3. Signature of member should be across a Revenue Stamp of Re. 1. 4. * applicable for members holding shares in dematerialised form.
ROUTE MAP OF THE VENUE OF THE TWENTIETH EXTRA-ORDINARY GENERAL MEETING AT REGISTERED OFFICE OF THE COMPANY AT 60-D, STREET NO. C-5, SAINIK FARMS, NEW DELHI- 110062