GEOMETRIC LIMITEDRegd. Office: Unit No. 703-A, 7th Floor, B Wing, Reliable Tech Park, Airoli, Navi Mumbai – 400 708

Tel: 022 67056500 Fax: 022 67056891 Website: www.geometricglobal.comCIN: L72200MH1994PLC077342

NOTICE OF POSTAL BALLOTDear Member(s),

Notice is hereby given that, pursuant to Section 110 of the Companies Act, 2013 ('the Act') read with Rule 22 of Chapter VII relating to the Procedure to be followed for conducting business through postal ballot, enclosed resolutions for shifting of the registered office of the Company outside the city limits and taking on license the premises from a related party are proposed to be passed as Special Resolutions, by way of Postal Ballot.

The Company is desirous of seeking your consent/confirmation for the aforesaid proposals as contained in the resolutions appended below. An Explanatory Statement pertaining to the said resolutions setting out the material facts and the reasons thereof is also appended. The said Special Resolutions and the Explanatory Statement is being sent to you along with a Postal Ballot Form for your consideration. Mr. Himanshu Kamdar, Practising Company Secretary, has been appointed as Scrutinizer for conducting the postal ballot process.

The Scrutinizer will submit his report to the Chairman after completion of the scrutiny, and the results of the Postal Ballot will be placed on the website of the Company: www.geometricglobal.com on June 13, 2014. The Results will be communicated to the Stock Exchanges on which the Company's equity shares are listed.

In the event the Special Resolutions, as set out hereinbelow, is assented to by the requisite majority of Members by means of Postal Ballot, the date of announcement of the results of the Postal Ballot shall be considered to be the date of passing of the said Special Resolutions.

Items of special business requiring consent of Members through Postal Ballot:

1. Shifting of Registered Office of the Company:

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 12 and all other applicable provisions, if any, of the Companies Act, 2013 read with the threlevant Rules thereunder, the Registered Office of the Company be shifted from “Unit No. 703-A, 7 Floor, B Wing, Reliable Tech Park, Airoli, Navi

rdMumbai – 400 708” to “Plant 11, 3 Floor, Pirojshanagar, Vikhroli (West), Mumbai – 400 079” within the State of Maharashtra;

RESOLVED FURTHER THAT Ms. Maria Monserrate, Company Secretary of the Company, be and is hereby authorized to file the e-forms with the Registrar of Companies, Maharashtra, Mumbai, being the notice for change in situation of the Registered Office of the Company from Navi Mumbai to Mumbai and to take all such actions and do all such things as may be deemed prudent in this regard from time to time.”

2. Entering into transaction with Related Party:

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:-

“RESOLVED THAT pursuant to Section 188(c) read with Rule 15 of Chapter XII and other applicable provisions of the Companies Act, 2013, consent of the Company be and is hereby granted to enter into a Leave and License agreement with Godrej & Boyce Manufacturing Company Limited for taking on lease, the premises of the Registered Office of the Company, as per the terms and conditions set out in the Leave and License Agreement;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to take all such actions and do all such acts, deeds and things as may be required for compliance with statutory requirements as applicable and/or for giving effect to the above resolution and matters related thereto.”

Place: Navi MumbaiDate: April 29, 2014

By Order of the BoardFor Geometric Limited

Maria MonserrateCompany Secretary

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Notes

1. An explanatory statement pursuant to Section 102 read with Section 110 of the Companies Act, 2013 is annexed hereto.2. The Notice is being sent to all the Members whose names appear in the Register of Members / Beneficiary Position maintained by the Depositories

as on May 2, 2014.3. Voting rights shall be reckoned on the paid-up value of equity shares registered in the name of the Members as on May 2, 2014.4. The Company is pleased to provide e-voting facility through Central Depository Services (India) Limited (CDSL) as an alternative, for all Members of

the Company to enable them to cast their votes electronically instead of dispatching physical Postal Ballot. E-voting is optional. The instructions for e-Voting are as under:

i. Open your web browser during the voting period and log on to the e-voting website www.evotingindia.comii. Now click on “Shareholders” to cast your votesiii. Now, select the “Electronic Voting Sequence Number (EVSN)” alongwith “GEOMETRIC LIMITED” from the drop down menu and click on

“SUBMIT”iv. Now, fill up the following details in the appropriate boxes:

* Members who have not updated their PAN with the Company/Depository Participant are requested to use the default number GELEV1234Z in the PAN field or use physical Postal Ballot Form for voting.

v. After entering these details appropriately, click on “SUBMIT”vi. Members holding shares in Physical form will then reach directly to the voting screen. The password and default number can be used only for

e-voting on the resolution contained in this Postal Ballot Notice only.vii. Members holding shares in Demat form will now reach Password Change menu wherein they are required to mandatorily change their login

password in the new password field. The new password has to be minimum eight characters consisting of atleast one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character. Kindly note that this password is also to be used by the Demat holders for voting for resolution(s) 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.

viii. You can also update your mobile number and e-mail ID in the user profile details of the folio which may be used for sending communication(s) regarding CDSL e-voting system in future. The same may be used in case the member forgets the password and the same needs to be reset.

ix. On the voting page, you will see Resolution Description and option for voting YES/NO against Resolution Description. The option 'YES' implies that you assent to the resolution & 'NO' implies that you dissent to the resolution.

x. Click on the Resolution File Link if you wish to view the entire Postal Ballot Notice.xi. Enter the number of shares (which represents number of votes) under YES/NO or alternatively you may partially enter any number in YES and

partially in NO, but the total number in YES and NO taken together should not exceed your total shareholding.xii. 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.xiii. Once you 'CONFIRM' your vote on the resolution, you will not be allowed to modify your vote.

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xiv. Institutional members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF Format) of the relevant Board Resolution / Authority letter etc. together with attested specimen signature(s) of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail at hsk@rathiandassociates.com with a copy marked to

xv. In case you have any queries or issues regarding e-voting, please contact xvi. The Scrutinizer's decision on the validity of the Postal Ballot shall be final and binding.

helpdesk.evoting@cdslindia.comhelpdesk.evoting@cdslindia.com

5. Members, who have registered their e-mail addresses for receipt of documents in electronic mode under the Green Initiative of Ministry of Corporate Affairs, are being sent Notice of Postal Ballot by e-mail and others are being sent by post along with the postal ballot form.

6. Members, who have received the Postal Ballot Notice by e-mail and who do not wish to avail the electronic voting facility, such Members may send a request for obtaining the Notice and physical Postal Ballot Form from the Share Transfer Agents of the Company, viz., M/s. Link Intime India Pvt. Ltd., Unit: Geometric Limited, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai – 400 078. On receipt of such request, the Share Transfer Agents will dispatch the physical Postal Ballot Form. Members should ensure that duly completed Postal Ballot Form should reach the Scrutinizer not later than 5.30 p.m. on June 11, 2014. Postal Ballot Forms received after this date and time shall be strictly treated as if the reply from the Members has not been received.

7. Members are requested to cast their vote on the Postal Ballot only through one mode (physical Postal Ballot Form or e-voting). In case members cast their votes through both the modes, votes cast through e-voting shall only be considered and votes cast through Postal Ballot Form would be rejected.

8.. The voting period starts from 9.00 a.m. on May 12, 2014 and ends at 5.30 p.m. on June 11, 2014. The voting module shall be disabled by CDSL for voting thereafter.

9. Members desiring to exercise vote by physical Postal Ballot are requested to carefully read the instructions printed on the Postal Ballot form.10. Inspection of Documents:

A copy of documents referred to in the Notice and Explanatory Statement would be available for inspection to the desirous Members of the Company on any working day between 11:00 am to 1:00 pm at the Registered office of the Company.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:

Item No. 1:

As per provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of Chapter VII relating to the Procedure to be followed for conducting business through postal ballot, shifting of registered office of a company outside the local limits of any city or town requires approval of the Members by way of Special Resolution.

The Registered Office of the Company is presently situated at Navi Mumbai. With a view to improve the operational efficiency, the Board of Directors considered and subject to approval of the Members, approved the proposal for shifting the registered office to Vikhroli in Mumbai. The proposed location is outside the local limits of Navi Mumbai city and therefore requires approval of the Members by way of special resolution. If approved, the

rdregistered office will be moved to Plant 11, 3 Floor, Pirojshanagar, Vikhroli (West), Mumbai – 400079 with effect from June 13, 2014.

The Directors recommend the approval of the special resolution.

None of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 1.

Item No. 2:

The Board of Directors at its meeting held on April 29, 2014 approved the entering into a Leave and License Agreement with Godrej and Boyce Manufacturing Company Limited for taking on license the premises for the registered office of the Company. Since the share capital of the Company exceeds Rs. Ten crores approval of the Members by way of Special Resolution is required.

Pursuant to explanation 3 of Rule 15 of Chapter XII the following particulars of the transactions with related party are given below:

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The Directors recommend the approval of the Special Resolution.

Mr. J. N. Godrej, being the Promoter and Director of the Company and holding more than 2% of the share capital of Godrej & Boyce Manufacturing Company Limited, is interested in the said resolution. Dr. K. A. Palia and Ms. Anita Ramachandran, being Directors of Godrej & Boyce Manufacturing Company Limited are also considered to be interested in the said resolution. Except for the aforesaid Directors, none of the Directors and the Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 2.

By Order of the BoardFor Geometric Limited

Maria MonserrateCompany Secretary

Place: Navi MumbaiDate: April 29, 2014

Registered Office:

thUnit No. 703-A, 7 Floor, B Wing, Reliable Tech Park, Airoli, Navi Mumbai – 400 708

Enclosures:

1. Postal Ballot Form 2. Postage Pre-Paid self-addressed envelope

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