EOGM Notice 2020

FIFTH GEAR VENTURES LIMITED CIN: U74999DL2015PLC284756 Regd. Office: Mahindra Towers, 2A Bhikaji Cama Place, Rama Krishna Puram, New Delhi 110066 Tel Ph:011 24611159 Website: www.carandbike.com ======

NOTICE IS HEREBY GIVEN THAT THE 1ST (2020-2021) EXTRA-ORDINARY GENERAL MEETING OF THE MEMBERS OF FIFTH GEAR VENTURES LIMITED WILL BE HELD, AT SHORTER NOTICE, THROUGH VIDEO CONFERENCE AT FLAT NO. 1702, MAHINDRA HEIGHTS, 96 TARDEO ROAD, MUMBAI-400034 ON WEDNESDAY, 25TH NOVEMBER, 2020 AT 12.30 P.M. TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS

Shifting of Registered Office of the Company from the National Capital Territory of Delhi to the State of Maharashtra, within the jurisdiction of Registrar of Companies, Mumbai

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

“RESOLVED THAT pursuant to Section 12, 13 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Rule 30 of the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re- enactment(s) thereof for the time being in force) and subject to approval of Regional Director and/or any other authority(ies) as may be prescribed from time to time and subject to such other approvals, permissions and sanctions, as may be required under the provisions of the said Act or under any other law for the time being in force, consent of the Members of the Company be and is hereby accorded for shifting of the Registered Office of the Company from the “National Capital Territory of Delhi” to the “State of Maharashtra within the jurisdiction of Registrar of Companies, Mumbai” and that Clause II of the Memorandum of Association of the Company be substituted with the following clause:

“II. The Registered Office of the Company will be situated in the State of Maharashtra within the jurisdiction of Registrar of Companies, Mumbai.”

RESOLVED FURTHER THAT upon the confirmation from the Regional Director, Northern Region, the Registered Office of the Company be shifted from Mahindra Towers, 2A Bhikaji Cama Place, Rama Krishna Puram, New Delhi 110066 to Mahindra Towers, P.K. Kurne Chowk, Worli, Mumbai – 400 018, Maharashtra.

RESOLVED FURTHER THAT any Director of the Company (hereinafter referred to as the “Board”, which term shall deem to include any of its duly constituted Committee) or any officer/executive/representative and/or any other person so authorized by the Board, be hereby authorized on behalf of the Company to make any modifications, changes, variations, alterations or revisions stipulated by any authority, while according approval, consent as may be considered necessary and to appoint counsels/consultants and advisors, file applications/petitions, issue notices, advertisements, obtain orders for shifting the Registered Office from the authorities concerned and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company.”

For and on behalf of the Board

SD/- Rajeev Dubey Director DIN: 00104817

Place: Mumbai Date: 15th October, 2020

NOTES

A. In view of the pandemic situation of COVID-19 and pursuant to the guidelines and notification issued by the Ministry of Home Affairs, Government of India and in light of Circulars issued by the Ministry of Corporate Affairs, Government of India (the ‘MCA’) vide its General Circular No.14/2020 dated April 08, 2020, General Circular No.17/2020 dated April 13, 2020, General Circular No. 18/20 dated April 21, 2020, General Circular No.20/2020 dated May 5, 2020, General Circular No. 22/2020 dated 15th June, 2020 and General Circular No. 33/2020 dated 28th September, 2020 (the ‘MCA Circulars’) and in view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, companies are advised to take all decisions requiring Members’ approval, without holding a general meeting / annual general meeting that requires physical presence of Members at a common venue.

B. The MCA has clarified the Company may convene the General Meeting via Video Conferencing or any other audio-visual means and the General Meeting’s Notice will be sent via e-mail to all its Members who have registered their e-mail addresses with the Company.

C. This Extra Ordinary General Meeting is being called through video conferencing and notice thereof, is accordingly being initiated in compliance with the provisions of the Companies Act, Rules made there under and the above MCA Circulars.

D. This Notice is also available on the website of the Company- www.carandbike.com

E. An Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, setting out the material facts and reasons for the resolution in respect of the business set out above is annexed hereto.

F. Members are requested to communicate their assent/ dissent on the agenda items of this Extra Ordinary General Meeting by show of hands / sending an email to [email protected] (“Designated email ID”) with cc to [email protected] and [email protected]

G. The facility for joining the meeting shall be kept open at least 15 minutes before the time scheduled to start the meeting and shall not be closed till the expiry of 15 minutes after such scheduled time.

H. The Company’s Registrar and Transfer Agent for its share registry work (Electronic) is NSDL DATABASE MANAGEMENT LIMITED having its office at 4TH Floor, Trade World, A Wing, Kamala Mills Compound, Lower Parel (W), Mumbai – 400013, India.

I. Corporate members intending to attend the meeting through their authorized representatives are requested to email to the Company, a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

J. For inspection of register of members of the Company, the members may make their request on the designated email ID any time before and during the meeting.

K. Members can join the Meeting by clicking on the link provided in the email containing this notice convening this Extra Ordinary General Meeting of the Shareholders.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 ======

Presently, the registered office of the Company is situated in the National Capital Territory of Delhi at Mahindra Towers, 2A Bhikaji Cama Place, Rama Krishna Puram, New Delhi 110066.

To exercise better administrative and economic control and to enable the Company to rationalize and streamline its operations as well as the management affairs, the Board of Directors of the Company, at its meeting held on 15th October, 2020 has recommended to shift the registered office from the ‘National Capital Territory of Delhi‘ to ‘State of Maharashtra within the jurisdiction of Registrar of Companies, Mumbai’ i.e. to Mahindra Towers, P.K. Kurne Chowk, Worli, Mumbai- 400 018 where the corporate /registered office of the Mahindra Group of Companies is situated.

Pursuant to the provisions of Sections 12, 13 and all other applicable provisions, if any, of the Companies Act, 2013 read with applicable rules and regulations made thereunder (including any statutory modification(s) or re–enactment(s) thereof for the time being in force), shifting of Registered Office from one state to another and alteration of clause II of the Memorandum of Association (MOA) of the Company requires the approval of the shareholders of the Company by means of a special resolution and approval of the Regional Director.

In view of the above facts, the approval of members is sought for shifting the Registered Office of the Company from the ‘National Capital Territory of Delhi’ to ‘State of Maharashtra, within the jurisdiction of Registrar of Companies, Mumbai ’ and consequently for altering Clause II of the MOA.

A copy of the existing MOA, copy indicating the proposed amendments and other allied documents, if any, being referred in this resolution will be available for inspection in the manner provided in the notes to this Notice.

None of the Directors and /or Key Managerial Personnel of the Company and /or their relatives are concerned or interested, financially or otherwise in the said special resolution.

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the notice as Special Resolution.

For and on behalf of the Board

SD/- Rajeev Dubey Director DIN: 00104817

Place: Mumbai Date: 15th October, 2020