FABINDIA OVERSEAS PRIVATE LIMITEDSecretary, Ms. Monika Uppal Arora at 14N Block Market, Greater Kailash Part-I, New Delhi-110048, the registered office of the Company. 15. Members

FABINDIA OVERSEAS PRIVATE LIMITED Registered Office: 14, N Block Market, Greater Kailash Part-I, New Delhi-110048 | Ph: +91-11-46693725

Corporate Identity No. (CIN): U74899DL1976PTC008436 | E-mail: [email protected] | Website: www.fabindia.com

NOTICE of the 40th Annual General Meeting

NOTICE is hereby given that the Fortieth Annual General Meeting (AGM) of the members of FABINDIA OVERSEAS PRIVATE LIMITED will be held on Friday, the 18th day of August 2017 at 11.00 A.M at C-42, First Floor, Dayal Estate, Okhla Industrial Area, Phase-II, New Delhi-110020 to transact the following business: ORDINARY BUSINESS

1. To receive, consider and adopt the Financial Statements of the Company for the year ended

31st March, 2017 including Audited Balance Sheet as at 31st March, 2017 and Statement of Profit and Loss for the year ended on that date and the report of Board of Directors and Auditors thereon and Audited Consolidated Financial Statements of the Company for the year ended 31st March, 2017 and report of Auditors thereon.

2. To Declare Dividend for the Financial Year ended 31st March, 2017.

3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. A. Puri & Associates, Chartered Accountants (Firm Registration Number: 009203N), be and is hereby appointed as Statutory Auditors of the Company in place of the retiring auditors M/s. Mohinder Puri & Co., Chartered Accountants (Firm Registration Number: 000204N), to hold office from the conclusion of this Annual General Meeting till the conclusion of the Forty Fifth (45th) Annual General Meeting to be held in the year 2022 (subject to ratification of their appointment at every AGM if so required under the Act), at such remuneration, as may be mutually agreed between the Board of Directors of the Company or Committee thereof and the Auditors.”

4. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of section 143(8) read with section 139 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Audit and Auditors) Rules, 2014, consent of the members be and is hereby accorded to appoint the Branch Auditors in place of retiring Branch Auditors to audit the accounts of Branch Offices of the Company whether existing or which may be opened/acquired hereafter, as per Annexure-1 placed before the meeting, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of Forty Fifth (45th) AGM of the Company to be held in the year 2022 (subject to ratification of their appointment at every Annual General Meeting if so required under the Act) and that the Board of Directors of the Company or Committee thereof be and is hereby authorised to fix their remuneration for the said period.”

5. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 143(8) read with Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and resolution passed by the members at the Thirty Seventh Annual General Meeting held on 10th September, 2014, the appointment of the Branch Auditors of the Company to hold the office till the conclusion of Forty Second Annual General Meeting be and is hereby ratified by the members of the Company for the Financial Year 2017-18 at such remuneration as may be determined by the Board of Directors or Committee thereof in consultation with the Auditors.”

SPECIAL BUSINESS 6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an

ORDINARY RESOLUTION: “RESOLVED THAT Mr. Tekkethalakkal Kurien Kurien (holding DIN: 03009368), whose term of office as an Additional Director of the Company expires at this Annual General Meeting, be and is hereby appointed as a Director of the Company.”

7. 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 14 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, (including any statutory modifications or re-enactment thereof, for the time being in force), the new set of Articles of Association as submitted to this meeting, be and are hereby approved and adopted in substitution, and to the entire exclusion of the existing Articles of Association of the Company. RESOLVED FURTHER THAT all Directors of the Company and/or Company Secretary be and are hereby severally authorised to do all acts, deeds, matters and things and execute all documents and take all steps and give such directions as may be required, necessary, expedient or desirable in connection with or incidental for giving effect to the foregoing resolution, including filing of the requisite forms and documents for and on behalf of the Company with any person, statutory and/or governmental authority including filing of Form MGT-14 with the jurisdictional Registrar of Companies.” Registered Office: 14, N Block Market, Greater Kailash Part-I, New Delhi-110048 Place: New Delhi Date: July 04, 2017

By order of the Board of Directors For FABINDIA OVERSEAS PVT. LTD.

Sd/-

CS. MONIKA UPPAL ARORA Company Secretary

Membership No.: A17485

Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY

TO ATTEND AND VOTE IN THE MEETING INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as a proxy on behalf of not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. The instrument appointing the Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form for the AGM is enclosed herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable.

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

3. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting, is annexed hereto.

4. Members/Proxies are requested to bring their duly-filled Attendance Slips and handover the same at the entrance of the meeting hall.

5. Every member entitled to vote at the meeting on any resolution to be moved there at, shall be entitled during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the company, provided not less than three days notice in writing of the intention so to inspect is given to the company.

6. The Statutory Registers under the Companies Act, 2013, will be available for inspection by the members at the venue of AGM.

7. As an austerity measure, copies of Annual Report will not be distributed at the AGM. Members

are requested to bring their copy of the Annual Report to the Meeting.

8. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

9. Members may also note that the Notice of the 40th AGM will be available on the Company’s website, www.fabindia.com. Relevant documents referred to in the accompanying notice are available for inspection at the registered office of the Company during working hours between 11.00 A.M. to 1.00 P.M. except holidays up to the date of meeting.

10. Subject to the provisions of the Companies Act, 2013, the dividend on equity shares as recommended by the Board of Directors, if declared at the meeting, will be paid within a period of 30 days from the date of declaration, to those members whose names appear on the Register of Members as on August 11, 2017. In respect of the shares held in dematerialized form, the dividend will be paid to members whose names are furnished by the National Securities Depository Limited (NSDL) as beneficial owners as on that date.

11. Members are requested to note that as per Section 124 and 125 of the Companies Act, 2013,

dividends not encashed/claimed within seven years from the date of declaration will be transferred to the Investor Education and Protection Fund (IEPF). After transfer of the said amount to IEPF, no claims in this respect shall lie against IEPF or the Company.

12. Members wishing to claim dividends, which remain unclaimed, are requested to correspond with Company Secretary, Ms. Monika Uppal Arora at 14 N Block Market, Greater Kailash Part-I, New Delhi-110048, the registered office of the Company.

13. Pursuant to the relevant provisions of the Companies Act, 2013, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 29, 2016 (date of last AGM) on the website of the Ministry of Corporate Affairs and on the website of the Company.

14. Members whose shareholding is in electronic mode are requested to direct change of address notifications and update of saving bank account details to their respective Depository Participants. Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends. Changes intimated to the Depository Participant will then be automatically reflected in the Company’s records which will help the Company and its Registrar and Transfer Agents to provide efficient and better service to the Members. Members who hold shares in physical mode are requested to intimate any change in address with PIN Code number and saving bank accounts details, immediately in writing to the Company Secretary, Ms. Monika Uppal Arora at 14N Block Market, Greater Kailash Part-I, New Delhi-110048, the registered office of the Company.

15. Members holding shares in single name and physical form are advised to make Nomination in respect of their shareholding in the Company. Interested Members are requested to send the Nomination Forms annexed with the Annual Report duly filled in with complete details to the Company Secretary Ms. Monika Uppal Arora at 14 N Block Market, Greater Kailash Part-I, New Delhi-110048, the registered office of the Company.

16. “Updation of Members’ Details”: The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Act requires the Company/ Share Registrars and Transfer Agents to record additional details of Members, including their PAN details, email address, bank details for payment of dividend, etc. A form for capturing the additional details is appended in the Annual Report. Members holding shares in physical form are requested to submit the filled in form to the Company or its Share Registrars and Transfer Agents. Members holding shares in electronic form are requested to submit the details to their respective Depository Participants.

17. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with Company’s Registrar and Transfer agent/ Depositories.

ANNEXURE TO THE NOTICE

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

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 sets out all material facts relating to the Special Business mentioned in the accompanying Notice and should be taken as forming part of the Notice. ITEM NO. 6 Mr. Tekkethalakkal Kurien Kurien (holding DIN: 03009368) being appointed as an Additional Director of the Company with effect from 23rd February, 2017, pursuant to Section 161 (1) of the Companies Act, 2013 and holds office upto the date of the Fortieth Annual General Meeting of the Company and is eligible for appointment. Except Mr. Tekkethalakkal Kurien Kurien none of the other Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 6 of the Notice. The Board recommends the resolution set forth in Item No. 6 for the approval of members. ITEM NO. 7 Hasham Investment and Trading Company Private Limited, one of the investor of the Company, has sold its entire shareholding held in the company consisting of 3,61,854 Equity Shares of Rs. 10/- each to PI Opportunities Fund-I as per the Share Sale Agreement executed on March 22, 2017. Accordingly, Hasham Investment and Trading Company Private Limited is no longer an Investor in the Company.

In light of the above transaction, an Addendum and Amendment No. 1 to the Restated Shareholders Agreement dated June 30, 2016 (First Addendum) has also been executed on May 11, 2017 by and amongst the Company, Promoters of the Company, Hasham Investment and Trading Company Private Limited and PI Opportunities Fund-I to suitably redefine certain rights and obligations of the Parties to the said Restated Shareholders Agreement. Accordingly, it is proposed to amend the existing Articles of Association of the Company so as to incorporate the relevant provisions of the First Addendum into the Articles of Association of the Company and adopt new set of Articles of Association in substitution, and to the entire exclusion of the existing Articles of Association of the Company. Shareholders’ approval by way of Special Resolution is required under Section 14 of the Companies Act, 2013 for the alteration of the Articles of Association of the Company. A copy of the existing as well as new Articles of Association of the Company and other relevant documents are available for inspection by the shareholders at the Registered Office of the Company on any working day between 11 A.M. and 1 P.M. upto the date of AGM and also at venue of AGM. None of the Directors, Key Managerial Personnel or their relatives are, in anyway, concerned or interested, financially or otherwise, in the resolution set out at Item No. 7 of the Notice. Registered Office: 14, N Block Market, Greater Kailash Part-I, New Delhi-110048 Place: New Delhi Date: July 04, 2017

By order of the Board of Directors For FABINDIA OVERSEAS PVT. LTD.

Sd/- CS. MONIKA UPPAL ARORA Company Secretary Membership No.: A17485

Annexure-1 to the Notice of AGM

LIST OF BRANCH AUDITORS

S.No. Name and address of the New Branch Auditors

Branches Firm Registration Number/Membership Number

1. M/s. S Khanna & Co. Address: Martin Burn Building, 1, R.N. Mukherjee Road, Mezz Floor, Kolkata-700001, West Bengal

Market Region Office (East), Allenby Road, Avni Mall Howrah, City Center / Salt Lake, Durgapur City Centre, Hiland Metro, Hindustan Park, Rajarhat, South City Mall, Acropolis Mall, Mani Square, Jessore Road, Market Region Warehouse East, PH – Kolkata and any other branch that may be assigned during the term of appointment.

Firm Registration No. 329823E

2. M/s. SK Samal & Associates Address: Plot No.775/3955, Uma Vihar, Patia, Bhubaneswar-751024

The Bamra Manor (Ground Floor), 109 Surya Nagar, Near Raj Bhawan, Bhubneshwar-751003 and any other branch that may be assigned during the term of appointment.

Firm Registration No. 322498E

3. M/s. PSH & Associates Address: 14 Tulsi Bhawan, Opp. Gopal Maidan, Bistupur, Jamshedpur-831001

Jamshedpur, Kanke Ranchi, Ranchi - Eastern Mall and any other branch that may be assigned during the term of appointment.

Firm Registration No. 012342C

4. M/s. M Vashisht & Co. Address: 67/212, RHB Pratap Nagar, Sanagner, Jaipur - 302033

Jaipur, Jaipur - MGF Mall, Jodhpur, Udaipur, Jaipur - Vaishali Nagar, PH Jaipur and any other branch that may be assigned during the term of appointment.

Firm Registration No. 012281C

5. Harsh Kotak Address: 77/913, Panchvati Apartment, Ahmedabad

Baroda - Central Square / Inorbit, Baroda - Race Course Road, Surat and any other branch that may be assigned during the term of appointment.

Membership No. 178982

6. M/S. Nara Hari & Raghavendra Address: 271 GJ Homes, 3rd Floor, Hari Nilayam, 5th Cross, 8th Main Pramodh Layout, Bangalore-39

Bangalore – Kamanahalli, Bangalore – Koramangla, Bangalore – Koramangla – 2, Bangalore – Orion East, Bangalore –Phoenix, Bangalore –Whitefield, Mangalore, Manipal, Mysore, Bangalore –Electronic City, Bangalore –Surjapur, Banashankari, Jayanagar, J P Nagar, MRO East, 1MG, Basweshwar Nagar, BEL Road, BIAL, CMH, Commercial, Sahakarnagar, Garuda and any other branch that may be assigned during the term of appointment.

Firm Registration No. 014509S

7. Suvarna Amit Gokhale Chartered Accountants Address: 'Sahavas', Bunglow No.6, Saidham, Saravali, Palghar Road, Boisar – 401501

Aurangabad, Kolhapur, Mumbai-Infiniti Mall, Mumbai-Inorbit, Linking Road Khar, Nagpur Law College Road, Pune Amanora, Pune Phoenix Mall, Viva City, Mumbai MRO and any other branch that may be assigned during the term of appointment.

Membership No: 133549

8. M/s. Pawan Mandowara & Co. Address: 507-C, City Plaza, 564, M G Road, Regal Square,

Bhopal, Bhopal - DB Mall, Gwalior, Indore, Jabalpur, PH Indore and any

Firm Registration No. 014436C

Above Pakiza Showroom, Indore (MP)- 452001

other branch that may be assigned during the term of appointment.

9. Rangan & Krishnan Address: 17 (old N0.8), Kennedy First Street, Myalpore,Chennai-600004

MRO Hyderabad, PCW08 – Vijaywada, Hyderabad, Hyderabad – Bashir Bagh, Hyderabad – Begumpet, Hyderabad – Forum Mall, Hyderabad – GVK Mall, Hyderabad – Inorbit, Secunderabad, Vizag, Hyderabad – Jubileehills, Hyderabad – Gachibowli, Hyderabad - IDS Gachibowli, MRW Chennai, MRW Hyderabad, PH – Hyderabad, Delhi – DIAL, PH Chennai, Delhi - Green Park, Delhi - Rajouri Garden, Delhi - G K - I N05, Delhi – GK – I N07, Chennai - Besant Nagar, Chennai - Express Mall, Coimbatore, Coonoor, MRO Chennai, Pondicherry, KNK Road and any other branch that may be assigned during the term of appointment.

Firm Registration No. 03054S

10. Sivaramakrishnaiyer MM Address: Villa No. 2, Santhosham Retirement Homes, Pachapalayam, Coimbatore-641010

MRW Kerala, MRO Kerala, Calicut, Cochin, Cochin – Fort, Cochin - Lulu Mall, Cochin - Nucleus Mall, Cochin - Oberon Mall, Edapally, K Mall Kollam, Kottayam, Thrissur, Trivandrum, Trivandrum – Pottam, Cochin -Alliance Mall, Thrissur Sobha city Mall and any other branch that may be assigned during the term of appointment.

Membership No. 010566

11. M/s. H N Pradhan & Co. Address: I-1, 1st Floor, Kirti Nagar, Delhi-15

PH Delhi-A, PH Delhi-B, PH Bijnor, Delhi – Dwarka, Delhi - Meherchand Market, Delhi - Vasant Kunj, Delhi - Vasant Kunj DLF, Delhi - North Campus, Delhi - Preet Vihar, Noida - Great India Place, Noida - Spice (Logix Garments), Shipra Mall, Delhi - Lajpat Nagar, Garden Galleria Noida, Mall of India, Noida, Logix Home, Delhi - Connaught Place and any other branch that may be assigned during the term of appointment.

Firm Registration No. 002208N

12. M/s. K M Gupta & Associates Address: 1303 A, Hemkunt Chambers, 89 Nehru Place, New Delhi-110019

Delhi - Khan Market, Delhi – Saket, Delhi - South Extn, Delhi - G K - I N14 and any other branch that may be assigned during the term of appointment.

Firm Registration No. 002772N

13. M/s. R Sardana and Company Address: 325-326, Aap ka Bazar-122001

Faridabad, Gurgaon, Gurgaon - Ambi Mall, Gurgaon – DT, Gurgaon – Galleria, Gurgaon - MGF Metropolitan, Gurgaon MGF Mall, Gurgaon - Sector 29, Gurgaon - Good Earth and any other branch that may be assigned during the term of appointment.

Firm Registration No. 009288N

14. M/s. KKRS & Associates

Address: House No. 62, Model Jalandhar, Karnal, Ludhiana, Panchkula, Patiala, Yamuna Nagar, Bhatinda, Chandigarh, Chandigarh - Elante Mall

Firm Registration No. 030813N

Town Extension, Near Kochar Market,Ludhiana-141002

and any other branch that may be assigned during the term of appointment.

15. M/s. Ashish H Arora & Associates Address: 24, Beauty Avenue, Phase-IV, Amritsar

Amritsar and any other branch that may be assigned during the term of appointment.

Firm Registration No. 021562N

16. M/s. R K Pikale & Co. Address: 216, Govinda Building, MG Road, Panaji, Goa-403001

Goa – Candolim, Goa – Mapusa, Goa – Murgaon, Goa – Panjim, Goa – Assagao, Goa - Mall de and any other branch that may be assigned during the term of appointment.

Firm Registration No. 107919W

17. M/s. Prasad Kumar Agarwal & Associates Address: Block No 77,Sanjay Place,Agra -282002

Agra - Church Road and any other branch that may be assigned during the term of appointment.

Firm Registration No. 003834C