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

NOTICE NOTICE IS HEREBY GIVEN THAT the Fifty-Ninth Annual General Meeting of Ace Derivatives and Commodity Exchange Limited ( Company ) will be held on Wednesday, September 30, 2015 at 5.00 P.M. at Gujarat Chambers of Commerce and Industry, Ashram Road, Ahmedabad 380009 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider, approve and adopt the Audited Financial Statements of the Company for the year ended March 31, 2015 along with the Reports of the Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. Chandrasekhar Kanekal (DIN 06861358), who retires by rotation and being eligible, offers himself for re-appointment. 3. To consider, review, and if thought fit, pass, with or without modification(s), following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139, 141, 142 of the Companies Act, 2013 ( the Act ) and any other applicable provisions, if any, of the Act read with Rules framed thereunder (including any statutory modifications and re-enactment thereof for time being in force), pursuant to the resolution passed by the members at the Annual General Meeting ( AGM ) held on September 30, 2014, the appointment of M/s. S R Batliboi & Co., LLP, Chartered Accountants, Mumbai (Firm Registration No. 301003E) as the statutory auditors of the Company to hold office from the conclusion of AGM held on September 30, 2014 till the conclusion of Sixth AGM to be held after the conclusion of the AGM held on September 30, 2014 be and is hereby ratified at a remuneration to be decided by the Board of Directors and the said Auditors; RESOLVED FURTHER THAT any Director of the Company be and is hereby authorized to do all such acts, deeds and things as may be necessary in order to give full effect to the aforesaid resolution. SPECIAL BUSINESS: 4. To appoint Mr. Jaimin Bhatt as a Director of the Company To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Jaimin Bhatt (DIN 00003657), who was appointed as an Additional Director (Shareholder Director) of the Company and who holds office up to the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ( the Act ) and is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, be and is hereby appointed as a Director of the Company, liable to retire by rotation. 5. To appoint Mr. Chander Parkash as a Director of the Company To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT Mr. Chander Parkash (DIN 07069681), who was appointed as an Additional Director (Shareholder Director) of the Company and who holds office up to the

date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 ( the Act ) and is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Act, be and is hereby appointed as a Director of the Company, liable to retire by rotation. 6. To re-appoint Mr. Brijmohan Jindel as an Independent Director of the Company To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152, read with Schedule IV and such other applicable provisions of the Companies Act, 2013 ( the Act ) and Companies (Appointment and Qualification of Directors) Rules, 2014, Forward Market Commission ( FMC ) Guidelines and declaration received from Mr. Brijmohan Jindel with respect to the fulfillment of conditions as specified in Section 149(6) of the Act and FMC Guidelines, consent of the Members of the Company be and is hereby accorded to reappoint Mr. Brijmohan Jindel (DIN 00071417), as an Independent Director of the Company to hold office for a period of three (3) years up to March 31, 2018, not liable to retire by rotation. 7. To approve borrowing limits of the Company. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 ( the Act ) and rules made thereunder (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force) and the relevant provisions of the Memorandum and Articles of Association of the Company, and such other regulatory approvals and consents, as may be necessary, the consent of the Members be and is hereby accorded to the Board of Directors (hereinafter referred to as the Board which expression shall be deemed to include any Committee(s) thereof) for borrowing any such sum or sums of money in any manner, from time to time, from any one or more of the Company s bankers and/or from any one or more other persons, companies, firms, bodies corporate, financial institutions including from entities that may be related to the Company whether by way of cash credit, advance or deposits, loans, or bill discounting and whether secured or unsecured by mortgage, charge, hypothecation or lien or pledge of the Company s assets and properties, whether immovable or movable and/or any undertaking of the Company, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans, if any, obtained from the bankers in ordinary course of business) will or may exceed the aggregate of the paid-up share capital of the Company and its free reserves, so that the total amount so borrowed by the Board of Directors and outstanding at any time shall not exceed a sum of Seven 7 Crores (Rupees Seven Crores only); RESOLVED FURTHER THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Act, consent of the Members of the Company be and is hereby accorded to the Board to mortgage and/or create charge in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the movable and/or immovable properties of the Company, both present and future and/or on the whole or any part of the undertaking(s) of the Company together with the power to take over the management of business and concern of the Company in certain events of default, in favor of the lender(s), agent(s) and trustee(s) for securing the borrowings of the Company availed/to be availed by way of loan(s) and any other credit facilities upto the limits approved under Section 180(1)(c) of the Act;

RESOLVED FURTHER THAT Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Committee of Directors or any Director or any other Officer(s) of the Company to give effect to this resolution, to settle any question/queries/doubts with respect to the foregoing resolution and to do all such acts, matters, deeds and things as may be deemed necessary, expedient or desirable for giving full effect to the aforesaid resolution. Registered Office: Rawat ni Wadi, Near Central Bank of India, Gandhi Road, Ahmedabad 380001 (CIN): U67100GJ1956PLC000597 Website: www.aceindia.com By Order of the Board of Directors Ace Derivatives and Commodity Exchange Limited Narayan S. A. Date: August 27, 2015 Director Place: Mumbai DIN: 00007404

NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL 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. A PROXY SO APPOINTED SHALL NOT HAVE ANY RIGHT TO SPEAK AT THE MEETING. 2. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING. 3. A person appointed as a proxy shall act on behalf of such number of member(s) not exceeding fifty (50) and/or holding in the aggregate not more than 10% of the total share capital of the Company carrying voting rights. Further, a member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such proxy shall not act as a proxy for any other person or shareholder. 4. Members/Proxies should fill in the Attendance Slip for attending the Meeting and bring their Attendance Slips to the Meeting. 5. Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote on their behalf at the Meeting. 6. The Explanatory Statement as required under Section 102(1) of the Companies Act, 2013 in respect of Special Business is annexed hereto and forms part of the Notice. 7. The Register of Director's and Key Managerial Personnel and their Shareholding, Register of contracts with related party and contracts and Bodies in which directors are interested and Register of Proxies would be available for inspection by the Members at the meeting. 8. All documents referred to in the Notice and Explanatory Statement are open for inspection at the Registered Office of the Company on all working days except Saturdays, Sundays and public holidays between 11.00 a.m. to 5.00 p.m. up to the date of the Annual General Meeting. 9. Members are requested to: a. produce the duly filled-in attendance slip, which shall also be made available at the entrance of the meeting hall; b. send their queries, if any, on the operations of the Company, to reach the Company's Registered Office at least 10 days before the Annual General Meeting, so that the information could be compiled in advance; and c. immediately intimate change of address, if any, to the Registrar and Transfer Agent quoting reference of their registered folio number.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 Item No. 4 & 5 The Board of Directors at their meeting held on October 10, 2014 and August 27, 2015 had appointed Mr. Jaimin Bhatt (DIN 00003657) and Mr. Chander Parkash (DIN 07069681) respectively, as an Additional Director of the Company, pursuant to the provisions of Section 161 of Companies Act, 2013 ( the Act ).Mr. Jaimin Bhatt and Mr. Chander Parkash shall hold office up to the date of the forthcoming Annual General Meeting. The Company has received notice along with the requisite deposit pursuant to Section 160 of the Act from Mr. Jaimin Bhatt and Mr. Chander Parkash, Directors of the Company proposing their candidature as Directors of the Company, liable to retire by rotation. The details of Mr. Jaimin Bhatt and Mr. Chander Parkash including qualification and other as required pursuant to Secretarial Standards on General Meetings is as stated in the annexure attached to the Notice. The Board commends the Ordinary Resolution set out at Item No. 4 and 5 of the Notice for approval by the members. None of the Directors, except Mr. Jaimin Bhatt and Mr. Chander Parkash to the extent of his appointment, and Key Managerial Personnel or their relatives are in any way directly or indirectly concerned or interested in passing of the resolution as set forth in Item No. 4 and 5 of the Notice. Item No. 6 The Shareholders of the Company at their Annual General Meeting held on September 30, 2014 appointed Mr. Brijmohan Jindel as an Independent Director under the Companies Act, 2013 ( the Act ) to hold office upto March 31, 2015. Pursuant to the provisions of Section 149 of the Companies Act, 2013 and Forward Market Commission ( FMC ) Guidelines, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, re-appointed Mr. Brijmohan Jindel as an Independent Director of the Company for a period of 3 years with effect from April 1, 2015. Further, Section 149(10) of the Companies Act, 2013, provides that re-appointment of an Independent Director shall be subject to the approval of the shareholders of the Company by way of Special Resolution. Mr. Brijmohan Jindel has given a declaration stating that he meets the criteria of independence as envisaged in Section 149 (6) of the Act and FMC Guidelines. Further, in the opinion of the Board, Mr. Brijmohan Jindel fulfills the conditions specified in the Act and FMC Guidelines for re-appointment as an Independent Director and he is independent of the management. Mr. Brijmohan Jindel being an Independent Director shall not be liable to retire by rotation. In view of the above, the re-appointment of Mr. Brijmohan Jindel as an Independent Director is now being placed before the Members for their approval. The terms and conditions of appointment of Independent Director shall be open for inspection at the Registered Office of the Company on all working days except Saturdays, Sundays and public holidays between 11.00 a.m. to 5.00 p.m. up to the date of the Annual General Meeting. The details including qualification and others as required pursuant to Secretarial Standards on General Meetings is as stated in the annexure attached to the Notice.

The Board recommends the Special Resolution set out at Item No. 6 of the Notice for approval of the Members. None of the Directors, except Mr. Brijmohan Jindel to the extent of his re-appointment, and Key Managerial Personnel or their relatives are in any way directly or indirectly concerned or interested in passing of the resolution as set forth in Item No. 6 of the Notice. Item No. 7 Section 180(1)(a) and Section 180(1)(c) of the Companies Act, 2013 ( the Act ) provides that a Company shall not borrow money in excess of the Company s paid up share capital and free reserves, apart from temporary loans obtained from the Company s bankers in the ordinary course of business and create charge/security on the assets of the Company except with the prior approval of the shareholders of the company by way of special resolution. In order to augment its free cash balances and run the day to day operations smoothly, the Company intends to borrow additional sum which along with the existing borrowing may exceed the paid up share capital and free reserves of the Company. In view of above, it is proposed to take the approval of the members of the Company by way of Special Resolution under Section 180(1)(a) and 180(1)(c) of the Act, to enable the Board of Directors to borrow money which along with the existing borrowings if any may be in excess of the aggregate of the paid up share capital and free reserves of the Company so that the total amount upto which the monies may be borrowed by the Board and outstanding at any point of time shall not exceed a sum of Rs. 7,00,00,000/- (Rupees Seven Crores only) and to create security/charge on the assets of the Company upto the limits as approved under Section 180(1)(c) of the Act. The Board recommends the Special Resolution set out at Item No. 7 of the Notice for approval of the Members. None of the Directors and Key Managerial Personnel or their relatives are in any way directly or indirectly concerned or interested in passing of the resolution as set forth in Item No. 7 of the Notice. Registered Office: Rawat ni Wadi, Near Central Bank of India, Gandhi Road, Ahmedabad 380001 (CIN): U67100GJ1956PLC000597 Website: www.aceindia.com By Order of the Board of Directors Ace Derivatives and Commodity Exchange Limited Narayan S. A. Date: August 27, 2015 Director Place: Mumbai DIN: 00007404

ANNEXURE TO THE 59 th AGM NOTICE Sr. Particulars Mr. Jaimin Bhatt Mr. Chander Mr. B. M. Jindel No Parkash 1. Age 53 Years 57 Years 70 Years 2. Qualification Chartered B.Com, LL.B B. A. (with Accountant Economics) Cost Accountant from University of Jodhpur; Bachelor s degree in law from University of Jodhpur; 3. Experience Jaimin Bhatt is the Group Chief Financial Transport Commissioner, Served as IRS Officer from the Officer of Kotak Bank Haryana; and year 1969 to and has over 30 years Secretary to 2005. of experience in the financial sector, 20 years of which have been with Kotak Group. Government of Haryana, Transport Department Served as Chief Commissioner of Income Tax of Surat ( Jan. Managing Director - 2002 2003) to July HAFED Kochi (Aug. 4. Terms and Conditions of appointment/reappointment Director in Nonexecutive Non- Independent capacity Liable to retire by rotation Director General Industries and Commerce Department; Administrator HUDA, Rohtak; Commissioner Gurgaon and Rohtak; Deputy Commissioner Mewat, Rewari, Karnal, Narnaul and Jhajjar Director in Non-executive Non- Independent capacity Liable to retire by rotation 2003 to Jan. 2005) and Kanpur (Feb. 2005 to June 2005) Served as Commissioner of Income Tax Appeals and Administration, Mumbai, Commissioner of Income Tax Appeals, Jaipur and Director Investigation Agra0 Additional Director in Nonexecutive Independent capacity Not liable to retire by rotation Term of appointment 3 up to March 31, 2018

5. Remuneration sought to be paid NIL Sitting fees of Rs. 20,000 per meeting of the Board of Directors and Rs. 15,000 for attending any Committee meeting(s) thereof Sitting fees of Rs. 20,000 per meeting of the Board of Directors and Rs. 15,000 for attending any Committee meeting(s) thereof 6. Remuneration last drawn NIL NIL 200,000 7. Date of First appointment on the Board 8. Details of Shareholding in the Company 9. Details of relationship with other directors, manager and key managerial person of the Company 10. Number of Board Meeting Attended during the year 11. Details of directorship in other companies 12. Membership/Chair manship of Committees of other boards. October 10, 2014 August 27, 2015 August 16, 2012 NIL NIL NIL None None None Held Attended Held Attended Held Attende d 1 1 Not Applicable 4 4 Business Standard Private Limited Kotak Investment Advisors Limited Kotak Mahindra Capital Company Limited INFINA Finance Private Limited Audit Committee Business Standard Private Ltd (Member) Kotak Investment Advisors Ltd (member) INFINA Finance Private Ltd (Member) Remuneration Committee INFINA Finance Private Ltd (Member) NIL Solidarity Financial Services Private Limited Jindel Builders Private Limited Amines And Plasticizers Limited NIL Audit Committee Amines And Plasticizers Limited (Member)

ACE DERIVATIVES AND COMMODITY EXCHANGE LIMITED Registered Address: Rawat Ni Wadi, Nr Central Bank Gandhi Road, Ahmedabad 380001, Gujarat Telephone: 079-25356115, Fax: 022-66709290, Website: www.aceindia.com Corporate Identity Number (CIN): U67100GJ1956PLC000597 Email: ace@aceindia.com Form No. MGT-11 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 Ace Derivatives and Commodity Exchange Limited held shares of the above named company, hereby appoint 1. Name : Address : E-mail Id : Signature : or failing him 2. Name : Address : E-mail Id : Signature : or failing him 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 59 th Annual general meeting of the company, to be held on the Wednesday, September 30, 2015 at 5.00 P.M. at Gujarat Chambers Of Commerce and Industry, Ashram Road, Ahmedabad 380009 and at any adjournment thereof in respect of such resolutions as are indicated below: Sr. No. Resolutions 1 To receive, consider, approve and adopt the Audited Financial Statements of the Company for the year ended on March 31, 2015 along with the Reports of the Directors and Auditors thereon. 2 Re-Appointment of a Director in place of Mr. Chandrasekhar Kanekal (DIN 06861358), who retires by rotation and, being eligible, offers himself for re-appointment. 3 Ratification of appointment of the Statutory Auditors. 4 Appointment of Mr. Jaimin Bhatt as the Director of the Company. 5 Appointment of Mr. Chander Parkash as the Director of the Company.

6 Re-appointment of Mr. B. M. Jindel as an Independent Director of the Company. 7 Approve borrowing limits of the Company. Signed this day of 2015 Signature of shareholder Affix Revenue stamp Signature of Proxy holder(s) Notes: 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.

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