Nse: Indiamart

28 IndiaMART InterMESH Ltd. 6th floor, Tower 2, Assotech Business Cresterra, Plot No.22, Sec 135, Noida-201305, U.P Call Us: +91 - 9696969696 = = 1D) E: [email protected] in lama Website: www.indiamart.com The Manager - Listing Date: August 06, 2020 BSE Limited (BSE: 542726) The Manager - Listing National Stock Exchange of India Limited (NSE: INDIAMART) Dear Sir/Ma’am, Subject: Notice of 21st Annual General Meeting (AGM) and Annual Report 2019-20 In compliance with Regulation 34, 44 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the General Circular No. 14/2020 dated April 08, 2020, the General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, issued by the Ministry of Corporate Affairs and the Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, issued by the Securities and Exchange Board of India, please find enclosed the copy of notice dated July 21, 2020 along with Annual Report for the Financial Year 2019-20 for convening the 21st Annual General Meeting (AGM) of the Company to be held on Monday, August 31, 2020 at 4:00 p.m. through Video Conferencing/ Other Audio Visual Means. Notice of 21st AGM and Annual Report for the Financial Year 2019-20 is being sent today to all the members of the Company whose email addresses are registered with the Company or Depository Participant(s). Notice of 21st AGM and Annual Report for the Financial Year 2019-20 are also made available on the Company’s website at http://investor.indiamart.com. Kindly take the above information on records. Yours faithfully, For Indiamart Intermesh Limited eo(M B har ‘a. ) Sr. Vice President (Legal & Secretarial), Company Secretary & Compliance Officer Membership No: F5164 Encl.: As above Regd. Office: 1st floor, 29-Daryaganj, Netaji Subhash Marg, Delhi- 110002, India| CIN: L74899DL1999PLC101534 1 NOTICE OF THE 21ST ANNUAL GENERAL MEETING INDIAMART INTERMESH LIMITED Regd. Office: 1st Floor, 29- Daryaganj, Netaji Subhash Marg, New Delhi- 110002 CIN: L74899DL1999PLC101534. Website: www.indiamart.com Ph. No: 011-49995600 NOTICE is hereby given that the 21st (Twenty First) Annual To consider and if thought fit, to pass with or without General Meeting (“AGM”) of the members of IndiaMART modification(s), the following resolution as a SPECIAL InterMESH Limited (“the Company”) will be held on Monday, RESOLUTION: August 31, 2020 at 4:00 P.M. through Video Conferencing “RESOLVED THAT Ms. Elizabeth Lucy Chapman (DIN: (VC) or Other Audio Visual Means (OAVM) for which purpose 06459440), who was appointed as an Independent the Registered Office of the Company situated at 1st Floor, Director by the Shareholders in the Annual General 29-Daryaganj, Netaji Subash Marg, New Delhi-110002 shall be Meeting (AGM) of the Company held in year 2015 for a deemed as the venue for the Meeting and the proceedings of term of 5 (Five) years upto the forthcoming AGM of 2020 the AGM shall be deemed to be made thereat, to transact the and who meets the criteria of Independence as provided following business: under section 149(6) of the Act and who is eligible for ORDINARY BUSINESS: re-appointment and is recommended by the Board of 1. To receive, consider and adopt the Audited Standalone Directors upon the recommendation of the Nomination Financial Statements of the Company together with the and Remuneration Committee for the office of Director as Reports of the Board of Directors and Auditors thereon an Independent Director, be and is hereby reappointed, and the Audited Consolidated Financial Statements of in accordance with Sections 149, 150, 152 read with the Company including the Auditors Report thereon for Schedule IV and any other applicable provisions of the the year ended March 31, 2020. Act and the corresponding rules framed thereunder, as an Independent Director for a further period of 5 (Five) 2. To confirm the payment of Interim Dividend of Rs. 10/- years with effect from September 23, 2020, not liable to per equity share already paid during the year as the Final retire by rotation.” Dividend for the Financial Year 2019-20. 6. Alteration of Articles of Association of the Company 3. To appoint a Director in place of Mr. Brijesh Kumar To consider and if thought fit, to pass with or without Agrawal (DIN: 00191760) who retires by rotation and modification(s), the following resolution as a SPECIAL being eligible, offers himself for re-appointment. RESOLUTION: SPECIAL BUSINESS: “RESOLVED THAT pursuant to the provisions of Sections 4. Re-appointment of Mr. Rajesh Sawhney (DIN: 5, 14 and other applicable provisions, if any, of the 01519511) as an Independent Director for a second Companies Act, 2013 and Rules thereunder (including term any statutory modification(s) or re-enactment(s) thereof To consider and if thought fit, to pass with or without for the time being in force) and subject to approval modification(s), the following resolution as a SPECIAL of shareholders and such other approvals, consents, RESOLUTION: sanctions and permissions of appropriate authorities, departments or bodies as may be necessary, the consent “RESOLVED THAT Mr. Rajesh Sawhney (DIN: 01519511), of shareholders be and is hereby accorded to amend the who was appointed as an Independent Director by the Articles of Association of the Company for giving effect to Shareholders in the Annual General Meeting (AGM) the Promoters Inter-se Agreement dated July 13, 2020 by of the Company held in year 2015 for a term of 5 (Five) amending Article 2.1 by inserting few definitions, years upto the forthcoming AGM of 2020 and who meets inserting new Article 114A with respect to nomination of the criteria of Independence as provided under section Directors, Managing Director, Whole-time Director and 149(6) of the Act and who is eligible for re-appointment Chief Executive Office and amending Article 115 thereto: and is recommended by the Board of Directors upon the recommendation of the Nomination and Remuneration 2. In these Articles: Committee for the office of Director as an Independent 2.1 Unless the context otherwise requires, words or Director, be and is hereby reappointed, in accordance expressions contained in these Articles shall bear the with Sections 149, 150, 152 read with Schedule IV same meaning as in the Act or any statutory modifications and any other applicable provisions of the Act and thereof in force at the date at which the Articles become the corresponding rules framed thereunder, as an binding on the Company. In these Articles, all capitalized Independent Director for a further period of 5 (Five) years items not defined herein below shall have the meanings with effect from September 23, 2020, not liable to retire assigned to them in the other parts of these Articles when by rotation.” defined for use. 5. Re-appointment of Ms. Elizabeth Lucy Chapman (DIN: “Affiliate”, means, with respect to any Person, any other 06459440) as an Independent Director for a second term Person that, directly or indirectly, through one or more INDIAMART 2 Persons, Controls, is Controlled by or is under common 114 A(i) Subject to the provisions of the Act and other Control with such Person. If such Person is a natural applicable law for time being in force: person, the term “Affiliate” shall include a Relative of such (a) Mr. Dinesh Chandra Agarwal shall continue natural person. to be the Managing Director of the Company “BA Group” means group comprising of promoter and the Board shall take necessary actions to Mr. Brijesh Kumar Agrawal and his Affiliates and their renew the term of Mr. Dinesh Chandra Agarwal respective legal heirs, administrators, executors, as the Managing Director of the Company as successors and permitted assigns, as applicable; may be required from time to time. “Control” shall have the meaning ascribed to such (b) If during the lifetime of Mr. Dinesh Chandra term under the Companies Act and the SEBI Takeover Agarwal, the position of the Managing Regulations and also includes (to the extent not covered Director of the Company falls vacant due to by the meanings therein): resignation by Mr. Dinesh Chandra Agarwal or disqualification of Mr. Dinesh Chandra (a) in relation to a Person, the power to (directly or Agarwal to act as the Managing Director of the indirectly): Company or for any other reason whatsoever, (i) direct or cause the direction of management Mr. Dinesh Chandra Agarwal and Mr. Brijesh and policies of such Person, whether through Kumar Agrawal shall have the right to jointly ownership of securities, partnership interests, nominate the Managing Director of the units or other equity interests, by agreement Company, in writing, from the Directors on the or otherwise; Board of the Company. (ii) elect more than 50% of the directors, partners (c) Mr. Dinesh Chandra Agarwal and Mr. Brijesh or other individuals exercising authority or the Kumar Agrawal shall have the right to jointly ability to make decisions on behalf of such appoint Chairman of the Board, who may or Person, in each case whether alone or together may not be the Managing Director, during the with Affiliates; lifetime of Mr. Dinesh Chandra Agarwal. (b) in relation to a Person which is a trust, the ability After the lifetime of Mr. Dinesh Chandra (whether alone or together with Affiliates)o t Agarwal, as and when the position of the (directly or indirectly) appoint or remove the trustee Chairman of the Board and/or the Managing of the trust; and Director becomes vacant, these position(s) shall be nominated jointly by DA Group and (c) in relation to a Person which is a limited partnership, BA Group.

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