Next Annual General Meeting of Apolo Ltd., a BSE Listed Company, is scheduled to be held on 14th September, 2016. The Notice was sent to all the members, Stock Exchange, Directors and Auditors through email as well as by

As the Company Secretary, I would advise Shri Manish Vaid, Managing Director, that the agenda item concerning the proposed issue of bonus shares cannot be withdrawn due to the following reasons: Secretarial Standard - 2 (SS-2) on General Meetings: Para 10 of SS-2 explicitly prohibits the withdrawal of resolutions for items of business which are likely to affect the market price of the securities of the company. A resolution for a bonus issue is certainly one such item. Companies (Share Capital and Debentures) Rules, 2014: Rule 14 of these rules states that a company which has once announced the decision of its board recommending a bonus issue shall not subsequently withdraw the same. Companies (Management and Administration) Rules, 2014: As per Rule 20(xviii), a resolution proposed to be considered through voting by electronic means shall not be withdrawn. Given that Apolo Ltd. is a BSE Listed Company, e-voting would likely be mandatory for such a resolution. The Managing Director's instruction to withdraw the agenda item is in contravention of the aforesaid Rule and SS-2. The resolution for a bonus issue is of a nature that would affect, or would have already affected, the market price of the company's securities. Therefore, the agenda item cannot be withdrawn.