Shyamkamal Investments Ltd

TO SECTION 102(1) OF THE COMPANIES ACT, 2013 ("ACT") Item No. 4

The Board of Directors ("the Board"), upon recommendation of the Nomination and Remuneration Committee, appointed Ms. Meeta Mittal as an Additional Director of the Company, not liable to retire by rotation, with effect from December 15, 2017. Pursuant to the provisions of Section 161 of the Act and clause 66 of the Articles of Association of the Company, Ms. Meeta Mittal will hold office up to the date of the ensuing Annual General Meeting ("AGM") and is eligible to be appointed a Director of the Company. Further, Nomination and Remuneration Committee has recommended her appointment as an Independent Director on Board of the Company w.e.f. December 15, 2017.

The Company has received from Ms. Meeta Mittal:

(i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014;

(ii) Intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Act; and

(iii) A declaration to the effect that he meets the criteria of independence as provided under Section 149(6) of the Act.

The resolution seeks the approval of the Members in terms of Section 149 and other applicable provisions of the Act, read with Schedule IV of the Act and the Rules made thereunder, for appointment of Ms. Meeta Mittal as an Independent Director of the Company for a period of five years commencing December 15, 2018 to December 14, 2022. She will not be liable to retire by rotation.

In the opinion of the Board, Ms. Meeta Mittal a person of integrity, fulfils the conditions specified in the Act and the Rules made there under and is independent of the Management of the Company. A copy of the letter of appointment of Ms. Meeta Mittal as an Independent Director setting out the terms and conditions is available for inspection without any fee payable by the Members at the Registered Office of the Company during the normal business hours on working days up to the date of the AGM.

The profile and specific areas of expertise of Ms. Meeta Mittal are provided as annexure to this Notice.

None of the Director(s) and Key Managerial Personnel of the Company or their respective relatives, except Ms. Meeta Mittal, to whom the resolution relates, are concerned or interested in the Resolution mentioned at Item No.4 of the Notice. The Board recommends the resolution set forth in Item No. 4 for the approval of the Members.