April27"2OI9

To

National Stoek Exchange of India Limited,Listing and Compliance Department,

Exchange Plaza, 5th Floor,

Plot No" C/1, G Block"

Bandra Kurla Complex,

Bandra (East)

Mumbai-400051

Script Code- FIVECORE

Board Meeting attended byl. Mr. Aditya Agarwal - Independent Director2"Mr. Neeraj Sharma - Independent Director

Special Invitees

l. Mr. Amitabh Singh - CFO (Former, as claimed)

2" Mr" Saurabh Kumar Jain - Company Secretary (Former, as claimed)

3. lVIr. Mohit Singhal- Secretarial Auditor4" Mr. Anand Lakhotia & Mr. Deepak Sharma- Director of Sarthi Capital Advisors PrivateLimited, Merchant Bankers

Sub: OUTCOME OF THE BOARD MEETING HELD TODAY

Dear Sir/]vladam,

Mr. Amarjit Singh Kalra, Managing Director, Mrs. Surinder Kaur Kalra, and Mrs" Jagiit KaurKalra, Non-Executive Directors of the Company have not attended this meeting inspite ofreminders being sent to them through E-Mails at amarjitkalra@yahoo.co.uk,solutionfcel@gmail,com, jkaurkalraOS@gmail.com respectively and also tried to connecton Whats app numbers on 09910395913, 8826999756,9910395915 but they still remainirresponsive. At present there are only 2 Independent Directors of the Company left on theBoard.

Pursuant to Regulation 30 read with Schedule IItr of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, this is to inform you that the Board of Directorsin their meeting held on Saturday, April 27,2019 at I1.00 A.M. at Hotel Bonlon lnn,7N39

r)l'unt"tJo'I t1:'J D

(12- First Floor), WEA Channa Market, Karol Bagh, New Delhi - 110005 have takenfollowing decisions:

Point No.l. FILE A COMPLAINT REGARDING THE UNETHICAL BEHAVIOR OFTHE MANAGEMENT OF THE COMPANY

Considering the facts mentioned in terms of Notice of the Board Meeting dated April 18,

2019 and the information given by the CFO (former, as claimed) of the Company, It has beendecided to file a Complaint about the unethical behavior of the management to MCA underPoint I I of Para 3 of Schedule IV of the Companies Act, 2013 against Mr. A-arjit ginghKalra, Managing Director, Mrs. Surinder Kaur Kalra, and Mrs. Jagjit Kaur Kalra Non-Executive Directors of the Company. (Copy of the Complaint to MCA enclosed herewitl)

Point No2-APPOINTMENT OF FORENSIC AUDITORS

The Independent Directors authorized Mr" Rajat Jain and Mr. Mohit Singhal to visit thefactories and Registered office of the Company. The following are the observations regardingeach premises:

Registered office situated at WZ-I5-B, Ground Floor, Uggarsain Market, AshokNagar, JrfewDelhi-I10018 - CLOSED

Factory located atF-24-27, F-38-41,E47(B) ,28 50, RIICO Industrial Area, Sare Khurd,Bhiwadi, Alwar, Rajasthan-301019 - CLOSED, only Security Guard was available

Since the registered office and factory premises are closed and due to non-availability of therecords, the appointment of Forensic Auditors has been deferred. (Phirtographs of theRegistered Office and Factory enclosed)

Point No 3-APPOINTMENT OF GENERAL MANAGER

As mentioned above, the registered office and factory premises are closed and due to non-availability of the records, the appointment of General Manager has been deferred.

Point No 4- Mr" Saurabh Kumar Jain, Company Secretary and Mr. Amitabh Singh, ChiefFinancial Officer the KMPs of the Company have claimed that they have tendered theirresignation to Mr" Amarjit Singh Kalra, the Managing Director of the Company"(Copy ofResignation Letter of CS and CFO)

The Board Meeting commenced at I I "00 A"M" and concluded at 12:25 P.M.

Kindly take the same on your record and acknowledge the same.

Thanking you,

Yours faithfullyX'or Five Core Electronics Limited

Encl.

l. Copy of Complaint to MCA.2" Photographs of the Registered Office and Factory3" Copy of Resignation Letters of CS and CFO

ector

Date: April 27,20t9

To

Mr. AdityaAgrawal

Independent Director of Five Core Electronics Limited

33, Govind Ghera, Vrindavan, Vrindavan Bangar Mathura zBIIzL

Dear Sir,

I Saurabh Kr. Jain, would like to bring your notice that, I have resigned from the company as theCompany Secretary and Compliance Officer w.e.f. 26th March, 2019 by intimating through mail tothe Board of Directors, Auditors, CFO and the same has been mailed and speed post to Mr, AmarjitSingh Kalra, Mrs. Surinder Kaur Kalra and Mrs. fagjit Kaur Kalra Directors of the Company, ROC andNSE and also requested to the Company to do the necessary compliances with ROC Delhi, NSE andother Statutory Bodies as required on several times but did not get the response of the Company.So, I also requested to the NSE, ICSI, SEBI and ROC on April 10, 2079 to remove my name fro m theirportal. [Letter atLached herewith).

Since, the Board of Directors of the Company were not available and I approached them foracceptance of resignation but instead of giving physical approval through mail, Mr. Amarjit SinghKalra, MD has accepted my resignation through Whatsapp fscreenshot attached).

Further I would also like to inform you here that, I am attending this meeting as an invitee and notas a company's official/KMP.

In the middle of February it came to our notice that Mr. Amarjit Singh Kalra, MD and his wifeMts. Surinder Kaur Kalra Director of the Company are going to USA for 70-L2 days on personal trip.

After a week on 27ttt February, 2079 DRI carried a search our office and took away certaindocuments related to Five Core.

After non receipt of any response from the MD for these days, I tried to connect him on his number9910395913 various times and asked him about the situation/circumstances and when he wouldcome back and Mr. Amarjit Singh Kalra told us that he'll be back once the matter of DRI will getresolved. After this conversation everything was normal and going as usual in our office.

On 20tt' March, 2079, I had informed the Managing Director through Whats app about theresignation of Mr. Amitabh Singh, CFO of the Company through E-Mail and MD told me that he willhave words with Mr. Amitabh Singh.

At the time of holi, I was on leave from 21't March to 24tt March, 2019. During that period, I came toknow that some vendors came to our office asking for their money and certain employees alsocreated ruckus in the office.

'Lxl'fl v'> Page L or2

I came back to office and after that on 26tt' March, 201,9 | tendered my resignation from the post ofthe Company Secretary and Compliance Officer of Five Core Electronics Limited

As on now, I also don't know the actual scenario of the situation and whereabout of Mr. AmarjitSingh Kalra and his family.

Attached

L. Copy of Resignation Letter dated March 26,20192. Whats app Screenshot of acceptance of my resignation3. Letter to NSE, ICSI, SEBI and ROC dated April 10, 2019

Thanking you,

Your's faithfullv

+<-/'r4-saurabh Kr. fain

2r> l,1l wg

(l'. Bo,*"J o+ e);r"uIt' elr Vr'q

fiv<- Cy".! tlezl<-iltq Ld't k-r,J t)dt; - llu" lA

Page 2 of 2

I

i;

Datet 2-6lo:)l >ot>

Dear SirlM&'am,

L Saurablr Kumar Jain, S/o Shri Vinod Kumar Jain, tenclcr my resignation from thepost of Company Secretary and the Compliance Oflicer of the Compaly due to certainreascns,

I recluest your good self to kindly accept my resignation with irnmediate effect and talceit on yout records. Also, I would reque$t the Board to file the necessary forms with theRegistrar nf Companies, NCT of Delhi and Har5rala, SEBI and other statutoryauthorities as may be required,

I express my sincere thanks to the Board and colleagues or extending their co-operation during my tcnure as Company Secretary and the Compliance Oficer of theCompany

Tharrlcing you,

Your:s taithfully,

kt{r$^t\* s**-m*rilrln

Com$illf F?firiffyt Cen0llrnoc Ofiocr

N-

Scanned by eamscanns.r

Date: 26103120L9

To,

1. Five Core Electronics Ltd.Reg office-WZ.LSB, rrggarsain Market, Ashok Naga'r'

New Delht-110018.

:2., AMAzuIT SINGH I{AIRAManaglng Dlrector of Flwe Core tlectionics Ltd'c-130, MANSAROVER GARDEN, NEW DELril 110015

3. SURINDER I(AUR KALRADirector of Five Core Electronlcs LtdC.130, MANSAROVER GARDEN NEW DELHI NEW DELHI 110015

4. JAGJIT I(AUR KALDirector of Five Core Electronics LtdC-13O, Mansa'rover Garden, New Delht 11OO15

Dgar.Slr/Md'arn,

I, Saurabh Kumar Jain, S/o Shri Vinod Kumar Jain, tender my resignation from the

post of Cornpany Secretar5z' alrd the Complialrce Officer of the M/s Five Core

Electronics Ltd due to certain reasons.

I reqqest your good self to t*r:edly aqcept my resignation with immedate effect and take

it on yorrr records. Also, I would request $e.,Board to fil6 the necessary forms with the

Regl.strar of Companies, ISCIT qf Delhi a:rd Har1lana, SEBI and other statutory

authorities as lnay be requiied.

*a;-k'b--'L a-:.Tvl"1l*t)

I express my sincere tharaks to ttre Board and colleagues or extendi'4g their co-operation during.my tenure as Corr,rpany Secretary and the Cornpliance Offrcer of theCompany.

This is for your kind info'r-r,nation a:rd records.

Thanking you,

Yours faithfully,

fuF<t-:t+J ,{d9Saura'bh Krrmar JainCorrpany Secretaty

Cc:

l. National Stock Exohange of India Ltd.,Exchange PIaoa, C-1, Block G,

Bandra Kurla Cornpl.ex,Bandra (E)

Mumbai - 4OO O51

2, Registrar Of CompaniesA) 4th Floor, IFCI Tower,61, Nehru Place,New Delhi - 11OOL9

3. Registrar and Strare Transfer AgentBigshare Ser,vices hrt. Ltd.3O2, KustraJ Bazar,

32-33, Nehm Place,New Delhi - 11OO19.

1t)r',/I t"/

?ffi kw*F"4 3{"}.{ W

, ,],i

RESIGNATION LETTER FORM THEPOST OF COMPANY SECRETARYcuM eoMFLIANCE OFFICER j*.

Resignatisn Letter-C$ Saur"..

":"

To,Board of Director of Five CoreElectronic Ltd,WZ,1 SB,Uggarsain Market, AshokNagar New Delhi-'l X fl018

Dear Sir{s},Kindly accept this letter as a sfficialnotice of rny resignation fr*n'r rnyposition as Company Secretary Curn

4,

y.* p,r\*H .;*1W

To,Board of Director of Five CoreElectronic Ltd.WZ-'t SB,Uggarsain Market, AshokNagar New Delhi-T I0019

Dear Sir{s),Kindly accept this retter a$ a officialnstice of rny resignation from rnyposition as Cornpany $ecretary1 Cumeompliance officer for rvr/s Five coreEf ectronic Ltd. My resignation wiil beeffective on Z0th wtarch Z0.lg.X would like to thank you for the rnanyopportunities I have had with thisorganization. I woufd especially liketo thank to Mr. Arnarjit Singh Xatraand Mrs" Surinder Kaur Kalra fsr theirsupport and guidance.

Thank you very much for giving meopportunity to work here. .., ,"..",:,

;i' ;

-/l

V'-l- -\.t'-1n.. l)

and Mrs" *:.."'.-":'"',:":*" Kalra for theirsupport and guidance.

Thank you very rnuch for giving rne

, !f you also want to go by rurnours I

have no choice hut to accept it ua3,"\i:t ,

f z^y:t

il,r$*l'

---@:rN rr ittd&ir$r'

Resi gnation Lette1$...

"1"'

Sin earlier Resignation date waswnongly nnentioned 20th March, Z01gMy resignation will be effective from26th h/arch, 2019 with irnmediate

,l'''i!: ''u"

effeet" Flease accept andacknowledge.

From,

Saurabh Kumar Jain

ACS-s3522

New Delhi

Mob.7976248104Mail id: jainsaurabh52T@gmail'com

To,

, _,,{Ke Listing DePartmentNational Stock Exchange of India Limited

Exchange Plaza, C-!, Block G,

Bandra (E) Mumbai- 400051

Kindly request you to treat this urgent.

This is for your kind notice and record'

Thanking You

Yours faithfullY

Date: 10.04.2019

Sub: Intimation to Nationalstock tixchange of India Limited for removing name from NSE portal

Dear Sir,

I am an Associate Company Secretary having Membership Number 53522 and lwas working with a

listed Company, M/s Five Core Electronics Limited, having registered office at WZ-158, Uggersain

Market, Ashok Nagar, New Delhi, India - 110018'

ln furtherance of earlier letter dated 26th March,20L9, Further lwould like to bring to your kind

notice that I have resigned from the Company as company Secretary cum compliance officer which

was effective from 26th dav of March, 2019 by intimating the Board of Directors of the Company and

same has been mailed and speed post to ROC and the NSE and also requested to company to do

necessary compliances with ROC (Delhi), NSE and other statutory bodies as required'

Since the Board of Directors /Management of the Company is not available from-.oas! ple-aDd-half

meftth, I have approached them for acceptance of the Resignation but instead of givirlg physical

approval or through email they have accepted my resignation through whatsapp (screenshot

attached) but the forrn is not being filed by the Company'

Further, lt,s my humble request to remove my name from the NSE Portal data of the company and

look into the matter at the earliest as if my name is not removed from the company's data I will not

able to work property anywhere and will be deprived from furtherdesired opportunities'

Saurabh Kumar Jain

ACS-53522

Encl:

Resignation letter submit to Board

Letter to Roc and NSE on 26'n march 20191

2

3. Whatspp confirmation f att-e!+*"f-i

J*4 1-

CC:

Sh. Kamal Harjani(ROC Delhi)

Registrar of ComPanies

4th Floor, lFClTbwer, 61,Nehru Place,

New Delhi-110019

The President

\22, lCSl HOUSE, Lodhi Road,

lnstitutional Area, Lodi ColonY,

New Delhi, Delhi 110003

SEBI Bhavan BKC

Plot No.C4-A,'G' Block

Bandra-Kurla Complex, Bandra (East),

Mumbai - 4OOO51, Maharashtra

L4\

To,Mr. Aditya AgarwalIndependent Director of Five Core Electronics Limited

Dear Sir,

>;( 4,--l >-,*t1

l, Amitabh Singh, would like to bring your notice that, I have resigned from the position of ChiefFinancial Officer (CFO) of the company on 20m March, 2019 due to some personal reasons and samehas already been intimated to Mr. Amarjit Singh Kalra, Managing Director on the same day throughmail and had been intimated to the secretarial department.

Further I would also like to inform you here that, I am attending this meeting as an invitee and notas a company's official/KMP.

The financial results of December quarter were disclosed on February L2,2079. The Company hadthe consolidated profit during that quarter. The factories were running smooth as also the BankAccounts.

t)n 15* February, 20L9 Mr. Amarjit Singh Kalra, MD and his wife Mrs. Surinder Kaur Kalra, Directorof the Company left for USA for 70-12 days on personal trip.

On27tn February, 2019, DRI carried a search to our office and took away certain documents relatedto Five Core Electronics Limited and its group entities. I had intimated Mr. Amarjit Singh Kalra, MDregarding the search immediately and he had conversed with DRI Officials over wattsapp call on hismobile No. +91 9910395913 on the same day. However, no information/ notice have been receivedfrom DRI under my knowledge in my name.

Mr. Amarjit Singh Kalra extended his stay overseas for reason known to him and had been assertingthat he will come back soon. The operations were running smooth till 20th March, 2019 when Iresigned as my wife had not been keeping well for some time. GST refunds on Company's Exportbusiness was regularly coming. The last GST refund was received on March 20th,2019.

After non receipt of any response from the MD during these days, I called him over wattsapp on thesame no. i.e. +91 9910395913 and asked him about the situation/circumstances and when hewould come back. Since, I had no idea about his return and I had some personal issues at home, Isubmitted my resignation.

Though I have submitted my resignation over mail but it has not been accepted by him. I was incontact with him till March 74,2079 on his wattsapp no. +91 9910395913.

As on now, I also don't know the actual scenario of the situation and where about Mr. Amarjit SinghKalra and his family.

Date - 20th March 2019

hrom:

AMITABH SINGT*

flz-l35-A/9t Srreet - ZEast Sagar Pur

New Delhi- X1009.6

TO,

The Board of Directars,

Five eore filectronics Lirnited

WZ-fs8 Uggarsain MankertAshok Nagar,Tiiak trlagar

New Oelhi- 1100i.9

Dear 5lr,

subl Resignation as a chief Finaneiar offieer of your company,

t hereby testify and give m\t resignation as a chief financial officer of your coffipany ancl agree toremove rny name being as a chief Financial officer, where ever required under thr* cempanres Act,zsL3,effective frorn tlle elosure sf ttle Business Hours of March 2a,lalgdue ts some p€rsonst i-ee5ons.

I also authorize you ta file necessary Fornr {F0RM D{R-14} to the registrar of comparries, fcr giving effectto this resignation"

I am thankful to all the Directors and Key ManagerieJ Fersonnel of the (ompany fpr giving meopportunitie$ tCI occupy such posltion and to sffer rny services,

Please acknowledge the recelpt.

AMITABI"ISIN6H