NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the 29th Annual General Meeting of ANSHUNI COMMERCIALS LIMITED will be held on Tuesday, September 30, 2014 at 01.00 P.M at CC‐5041/5042, Tower‐C, Bharat Diamond Bourse, , Bandra (East), – 400 051 to transact the following businesses:

Ordinary Business:

1. To receive, consider and adopt the Audited Balance Sheet as at March 31st, 2014, Profit and Loss Account along with Notes to accounts for the year ended on that date and the Report of the Auditor’s and the Directors’ thereon;

2. To appoint a Director in place of Mr. Nitin Kalidas Mehta (DIN: 00211780), who retires by rotation and being eligible, offers himself for re‐appointment;

3. To appoint Statutory Auditors and fix their remuneration and to consider and if thought fit, pass the resolution with or without modification(s), as an Ordinary Resolution the following:

“RESOLVED THAT pursuant to Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, M/s. V.A Parikh & Associates bearing Membership Number 112787W, be and are hereby appointed as Auditors of the Company in place of retiring auditors i.e. M/s. Kagrana & Associates, Chartered Accountant, Mumbai (Firm Registration No. 115467W), to hold the office for a period of five years i.e. from conclusion of Twenty‐Ninth Annual General Meeting until conclusion of Thirty‐fourth Annual General Meeting of the Company subject to ratification in every Annual General Meeting at such remuneration service tax, out of pocket and travelling expenses, etc; as may be mutually agreed between the Board of Directors of the Company and the Auditors.

RESOLVED FURTHER THAT M/s. V.A Parikh & Associates, Chartered Accountants, have given their consent for appointment and a certificate of eligibility under Section 139(1) of the Companies Act, 2013.

RESOLVED FURTHER THAT any director of the Company be and are hereby authorized, jointly and/or severally to take all steps as are necessary and to do all such acts, deeds and things as may be considered necessary and incidental to give effect to this resolution.”

By and on behalf of the Board of Directors, Date: 30.05.2014 For ANSHUNI COMMERCIALS LIMITED

Sd/‐

Director

Notes: 1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend the meeting and the proxy need not be a member of the Company. A proxy shall not vote except on a poll. The instrument appointing the proxy must be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting;

2) A person appointed as proxy shall act on behalf of such member or number of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the company carrying voting rights. 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 a proxy for any other person or shareholder;

3) Members /Proxies should bring duly‐filled Attendance Slips sent herewith to attend the meeting;

4) Members who hold shares in dematerialized form are requested to write their Client ID and DP ID and those who hold shares in physical form are requested to write their Folio Number in the attendance slip for attending the Meeting;

5) In case of joint registered holders of any shares any one of such persons may vote at any meeting either personally or by attorney duly authorized under power attorney or by proxy in respect of such shares as if he were solely entitled thereto;

In case if more than one of such joint‐holders be personally present at any meeting that one of the said persons so present whose name stands first or higher on the Register in respect of such share shall alone be entitled to vote in respect thereof.

Provided always that a joint‐holder present at any, meeting personally shall be entitled to vote in preference to a joint holder present by an attorney duly authorized

under power of attorney or by proxy although the name of such joint holder present by an attorney or proxy stands first or higher in the Register in respect of such shares.

Several executors or administrators of a deceased member in whose sole name any share stands shall for the purpose of this clause be deemed joint holders thereof.

6) The Register of Members and Share Transfer Books of the Company will remain closed from September 23, 2014 to September 30, 2014 (both days inclusive) for the purpose of Annual General Meeting.

7) Members holding shares in physical form and desirous of making/changing nomination in respect of their shareholding in the Company, may send their request in the prescribed Form 2B to the Registrar & Transfer Agents of the Company.

8) Corporate Members are requested to send to the Company, a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the Annual General Meeting;

9) Members desirous of obtaining any information on the Accounts and Operations of the Company are requested to write at least one week before the meeting so that the same could be compiled in advance;

10) Members are requested to notify changes, if any, in their registered addresses along with the pin code to the Company’s Registrar and Share Transfer Agent;

11) Members are requested to bring their copy of the Annual Report to the Meeting;

12) All documents referred to in the notice are open for inspection at the registered office of the Company between 11.00 A.M to 1.00 P.M on all working days up to the date of the Meeting;

13) Members whose shareholding is in electronic mode are requested to direct change of address notifications and updations of savings bank account to their respective Depository Participants;

14) Members are requested to address all correspondences, including dividend matters, to the Registrar and Share Transfer Agents Sharex Dynamic (India) Pvt.Ltd Unit – 1, Luthra Ind.Premises Safed Pool, Andheri Kurla Road, Andheri (East),Mumbai – 400 072

15) As per the provisions of the Companies Act, facility for making nominations is available for shareholders, in respect of the shares held by them. Nomination forms can be obtained from the Registrar and Share Transfer Agents of the Company;

16) Members seeking any information or clarifications on the Annual Report are requested to send in written queries to the Company at least one week before the meeting to enable the Company to compile the information and provide replies at the meeting;

17) The Shares of the Company are listed at the , Mumbai, Phiroze Jeejeeboy Towers, Dalal Street, Mumbai – 400 001. The Listing fees have been paid in time for the year ended March 31st, 2014.

18) E‐ voting:

In compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide its Shareholders with the facility to exercise their right to vote at the 29th Annual General Meeting (AGM) by electronic means and the business may be transacted through e‐Voting Services provided by Central Depository Services Limited (CDSL) The Company has signed an agreement with NSDL for facilitating e‐voting to enable the shareholders to cast their vote electronically.

Process for E –Voting –

The instructions for members for voting electronically are as under:‐

In case of members receiving e‐mail:

i. Log on to the e‐voting website www.evotingindia.com;

ii. Click on “Shareholders” tab;

iii. Now, select the “ANSHUNI COMMERCIALS LIMITED” from the drop down menu and click on “SUBMIT”;

iv. Now Enter your User ID ;

a) For CDSL: 16 digits beneficiary ID; b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID; c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

v. Next enter the Image Verification as displayed and Click on Login;

vi. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used; vii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha‐numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/ are requested to use the first two letters of their name and the last 8 digits of the demat account/folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA00000100 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or Bank in the company records for the said demat account or folio. Details# Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the number of shares held by you as on the cut off date in the Dividend Bank details field.

viii. After entering these details appropriately, click on “SUBMIT” tab;

ix. Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e‐voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential;

x. For Members holding shares in physical form, the details can be used only for e‐voting on the resolutions contained in this Notice;

xi. Click on the EVSN on which you choose to vote;

xii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution;

xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details;

xiv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote;

xv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xvi. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page. xvii. If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system:

 Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.co.in and register themselves as Corporates;

 They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected];

 After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on;

 The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote;

 They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same

In case of members receiving the physical copy:

Please follow all steps from sl. no. (i) to sl. no. (xvii) Above to cast vote.

19) The voting period begins from 09.00 a.m. on Wednesday, September 24, 2014 and ends at 06.00 p.m. on Thursday, September 25, 2014. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut‐off date (record date) of August 29th, 2014, may cast their vote electronically. The e‐voting module shall be disabled by CDSL for voting thereafter;.In case you have any queries or issues regarding e‐voting, you may refer the Frequently Asked Questions (“FAQs”) and e‐voting manual available at www.evotingindia.co.in under help section or write an email to [email protected].

20) Mr. Pramod S. Shah of M/s. Pramod S. Shah & Associates, Practicing Company Secretaries has been appointed as the scrutinizer to scrutinize the e‐voting process in a fair and transparent manner. The Scrutinizer shall within a period not exceeding 3 (three) working days from the conclusion of the e‐voting period unblock the votes in the presence of at least 2 (two) witnesses not in the employment of the Company and make a Scrutinizer’s report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company;

21) The results shall be declared on or after the AGM of the Company. The results declared along with the Scrutinizer’s report shall be published on the website of NSDL within 2 (two) working days of the passing of the resolutions at the AGM of the Company and communicate to the Stock Exchanges.

By and on behalf of the Board of Directors, Date: 30.05.2014 For ANSHUNI COMMERCIALS LIMITED

Sd/‐ Director

,Mani Bhuwan, 1st Floor,Office No.5, Tel.:(0) +91 (022) 2367 8570; 2368 0263; 54, Hughes Road,(Opp : Dharam Palace), 23682139; 2368 0256, Mumbai-400 007 Fax: +91(022) 2367 8571 . E-mail: [email protected] Mobile: 98211 06410/9821106217 PRAMOD S. SHAH & ASSOCIATES Practising Company Secretaries

Compliance Certificate

U/S 383 A of the Companies Act, 1956 & Rule 3 of the companies (Compliance Certificate) Rules, 2001

To, Nominal Capital: Rs. 2,500,000.00 The Members, Registration No: 11 - 034879 ANSI-IUNI COMMERCIAL LIMITED (31/03/2014 ) Jffice No.CC 5041/5042, Tower C, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra (East) Mumbai 40(}051

I have examined the registers, records, books and papers of ANSHUNI COMMERCIAL LIMITED {the Company) as required to be maintained under the Companies Act 1956 an, (the Act), the rules made there under, the notified Section of the Companies Act, 2013 w.e.f 12th September, 2013, and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March 2014. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, Icertify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions and the rules made thereunder and all entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure '13' to this certificate, with the. Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder.

3. The company being a public limited company comments are not required.

4. The board of directors duly met 8 limes respectively on 24/04/2013, 30/05/2013, 13/08/2013,30/10/2013,27/11/2013,16/01/2014,12/02/2014 and 25/03/2014

5. The Company closed its Register of Members or Debenture holders from 21S1 September, 2013 to 281h September, 2013 and necessary compliance of Section 91 of Companies Act 2m 3 has been made.

Page lot'S ANSHUNI COMMERCIAL LIMITED PRAMOD S. SHAH & ASSOCIATES (3V03/2014) Practising Company Secretaries

6. The Annual General Meeting for the year ended on 31st March 2013 was held on 28th September 2013 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No extra ordinary general meeting was held during the financial year.

8, The Company has not advanced any loan to its Director or persons or firm or Companies referred the provisions of Section 295 of the Act and Section 185 of the Companies Act, 2013.

9. The company has not entered into any contracts falling within the purview of section 297 of the act.

10. The Company has made necessary entries in the register maintained under section 30"1 of the AcL.

11. As there were no instances falling within the purview of section 314 of the Act, the company has not obtained any approvals from the Board of Directors, Members or Central Government.

12 The company has not issued any duplicate share certificates during the year.

B.

I: There was no allotment/transfer/transmission of securities during the year.

ll. The company has not deposited any amount in a separate bank account as no dividend was declared during the financial year.

III The company was not required to post warrants to any member of the company as no dividend was dec:Iared during the financial year.

IV. The company was not required to transfer any amount to Investor Education & Protection Fund.

v. The company has duly-complied with the requirements of section 217 of the Act regarding board'sreport.

14. The Board of directors of the company is duly constituted as per Companies Act, 1956. There was no appointment of additional directors, alternate directors and directors to fill casual vacancy during the financial year.

15. The Company has not appointed any Managing Director/Whole-time Director/ Manager during the financial year.

16. The Company has not appointed any sole-selling agents during the financial year.

Page2of5

--~------ANSHUNI COMMERCIAL LIMITED PRAMOD S. SHAH & ASSOCIATES (31/03/2014) Practising Company Secretaries

I 7. The Company was not required to obtain any approval from central government, Company law board, regional director, registrar and/ or such authorities prescribed under the various provisions of the act and the rules made there under.

18. The Directors have disclosed their interest in other firms/ companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not issued Shares, Debentures, other securities during the financial year.

20. The Company has not bought back any shares during the financial year.

21. There was no redemption of preference shares or debentures during the financial year.

22. There were no transactions, which required the Company to keep in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The company, has not invited/accepted any deposits including any unsecured loans falling within purview of section 58A during the financial year.

24. The Company has not made any borrowing during the financial year ended 31s1 March 2014.

25. The company has made investments in other body corporate in compliance with the provisions of the act and has made necessary entries in the register kept for the purpose.

26. The Company has shifted its registered office within local limits however has not altered the provisions of the Memorandum during the financial year under scrutiny.

27. The Company has not altered the provisions of the memorandum with respect to the objects of the company during the financial year under scrutiny.

28. The Company has not altered the provisions of the memorandum with respect to name of the company during the financial year.

29. The Company has not altered the provisions of the memorandum with respect to share capital of the compa'tly during the financial year under scrutiny.

30. The Company has not altered Articles of Association during the financial year.

31. There were no prosecution initiated against or show cause notices received by the company and no fines or penalties or any other punishment imposed on the company during the year, for offences under the Act.

Page 3 of 5. ANSHUNI COMMERCIAL LIMITED PRAMOD S. SHAH & ASSOCIATES (31/03/2014) Practising Company Secretaries

32. The Company has not received any money as security from its employees during the financial year.

33. The Company has not constituted a separate provident fund for its employees or class of its employees as contemplated under Section 418 of the Act.

Place Murnbai

Date ·30/05/2014

c. P. No.: 3804

Page 4 of5 ANSHUNI COMMERCIAL LIMITED PRAMOD S. SHAH & ASSOCIATES (31(03(2014) Practising Company Secretaries

Annexure A

The Company has been maintaining the statutory records such as:

-I) Minutes Book (Board Meeting)

2) Minutes Book (AGM & EGM)

3) Register of Member.

4) Regis ter of Director.

5) Register of Director's shareholding

6) Register of Contracts.

7) Register of Assets.

Allnexure 13

Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on 31st March 2014.

Sr. Form No. Filed For Filed on Whether If delay in No. ujs filed filing within whether prescribed requisite time additional YesfNo fees paid YesfNo L Annual Return- 159 31/03/2013 13/11/2013 Yes N_A i I Form 20B I I 2. Form 23AC & 220 31/03/2013 24/10/2013 Yes N.A 23ACA XBRL 3. Form 66 383(A) 31/03/2013 03/10/2013 Yes N.A I I -I 4. Form 18 146 31/03/2013 18/10/2013 Yes N.A

Page 50f5

ATTENDANCE SLIP ANSHUNI COMMERCIALS LIMITED Registered Office: OFFICE NO. CC‐5041/5042, TOWER‐C, BHARAT DIAMOND BOURSE, BANDRA KURLA COMPLEX, BANDRA (E) , MUMBAI – 400 051. CIN: L51900MH1984PLC034879 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Please complete this Attendance Slip and hand it over at the meeting hall. It helps us to make proper arrangements. Failure to bring this Attendance Slip will cause unnecessary inconvenience to you. Please write below

Name of the member: Registered Folio No.: No. of Shares held: Client ID No.: DP ID No.: (Please write your name in BLOCK Letters) I hereby record my presence at the 29th ANNUAL GENERAL MEETING of the Company scheduled to be held at CC‐5041/5042, Tower‐C , Bharat Diamond Bourse, Bandra Kurla Complex, Bandra – (East) on Tuesday, 30th September, 2014 at 01.00 P.M.

Members/Proxy’s Signature (To be signed at the time of handing over this slip) NOTES: 1. Members/Proxy holders are requested to bring their copy of the Annual Report with them at the meeting.

2. Please carry with you this Attendance Slip and hand over the same duly signed at the space provided, at the entrance of the meeting hall.

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]

CIN: L51900MH1984PLC034879

Name of the Company: ANSHUNI COMMERCIALS LIMITED

Registered office: OFFICE NO. CC‐5041/5042, TOWER‐C, BHARAT DIAMOND BOURSE, BANDRA KURLA COMPLEX, BANDRA (E), MUMBAI – 400 051

Name of the member (s):

Registered address:

E‐mail Id:

Folio No/ Client Id:

DP ID:

I/We, being the member (s) of …………. 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 29th Annual general meeting of the company, to be held on Tuesday, 30th day of September, 2014 at 01.00 P.M at CC‐5041/5042, Tower – C, Bharat Diamond Bourse, Bandra Kurla Complex, Bandra (East) Mumbai – 400 051 and at any adjournment thereof in respect of such resolutions as are indicated below:

1. Adoption of Audited Statement of Profit & Loss, Balance Sheet, Report of Board of Directors and Auditors for year ended 31st March, 2014.

2. Appointment or re‐appointment of Director in place of retiring director

3. Appointment of Auditors.

Signed this…… day of……… 2014

Affix

Revenue ______Stamp Signature of shareholder

______Signature of Proxy holder(s)

Note: 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.