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MINUTES OF THE FOURTEENTH ANNUAL GENERAL MEETING OF MANORAMAINDUSTRIES LIMITED (THE "COMPANY") HE AT 10:00 A.M. (IST) AT THE LALIT MUMBAI, SAHAR AIRPORT ROAD, NAVPADA, MAROL, ANDHERI (EAST), MUMBAI 400 059

ON MONDAY, SEPTEMBER 30, 2019

Director's Present:

1 Mr. Gautam Kumar Pal Chairman Executive Director

DIN: 07645652) 2 Ms. Vinita Saraf

(DIN: 00208621) Mr. Shrey Ashish Saraf

(DIN: 07907037) Mr. Ashish Bakliwal

Managing Director

3 Executive, Non-Independent Director

Independent Director & Chairman Nomination & Remuneration Committee and Stakeholders'

Audit Committee, (DIN: 05149608)

Relationship Committee Mr. Jose Vailappallil Joseph Non- Executive Independent Director

(DIN: 08540226) 6Mr. Ashok Kumar Jain 7 Ms. Divya Jajoo

Chief Financial Officer Company Secretary & Compliance Officer

The meeting commenced at 10:00 A.M. (ST).

CHAIRMAN OF THE MEETING

Mr. Gautam Kumar Pal (DIN: 07645652), was elected as the Chairman of the meeting. Mr. Gautam Kumar Pal took the Chair and after ascertaining from the Company Secretary & Compliance Officer that the requisite quorum was present at the meeting with 18 members personally present, called the Meeting to order.

Chairman informed that all the Statutory Registers, Auditors report, Secretarial Audit Report certificates and doeuments were made available for inspection by the Members.

Chaiman further informed that Mr. Kedarnath Agarwal (DIN: 00183566) and Ms. Neeta Kanwar (DIN: 03326216) have requested to be given leave of absence since they were not able to attend the meeting due to pre-occupation. The Board of Directors granted them leave of absence.

Chairman welcomed the Members to the 14h AGM of the Company and introduced the Members to the Board and the Company Secretary & Compliance Officer on the dais.

It was also informed that Mr. Vijay Jain, Partner of M/s Jain & Choudhary, Statutory Auditors and Ms. Ashwini Inamdar, representing M/s Mehta & Mehta Company Secretaries, Secretarial Auditors were also present at the Meeting.

The Chairman informed the Members that Auditor's Report on Financial Statements of the Company for the financial year ended March 31, 2019 did not contain any qualifications, observations or comments on financial transactions or matters which had adverse effect on functioning of the Company. Hence, the Auditor's Report was not required to be read at the Meeting.

Thereafter the Chairman explained the provisions regarding the facility of E-voting to the members He informed the members that pursuant to provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company had provided the facility of Remote E-voting to the Members of the Company in respect of all items of businesses to be transacted at the AGM. The Remote E-voting commenced at 09:00 A.M. (IST)

on September 27, 2019 and concluded at 05:00 P.M. (IST) on September 29, 2019.

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Further, for the Members who could not cast their votes through Remote E-voting, the Company had provided the facility of voting through physical ballot paper at the venue of the AGM on all the items of businesses to be transacted at the AGM. It was clarified that only those members holding shares of the Company as on the cut - off date i.e. September 23, 2019 were eligible to participatethrough E-voting and could cast their votes in respect of the shares held as on that date.

The Chairman then explained the members through presentation, the business model of the Company, and informed the shareholders about the various awards and recognitions received by the

Company.

Thereafter the Chairman invited queries and suggestions from Members of the Company.

The Members in general congratulated the Managing Director and his team for the performance of the Company as well as the transparency, presentation and intormation given in the Annual Report and raised their queries. The queries were mainly with respect to reasons for increasing the Authorised Share Capital, reason for increasing the borrowing powers, reason tor inereasing the investment limit under Sec 186 etc.

The Chaiman and Chief Financial Officer replied satisfactorily to all the queries raised by the

Members.

The Chairman then took up the business mentioned in the Notice convening the 14" AGM seriatim

II. ORDINARY BUSINESS:

1. ADOPTION OF THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019 ToGETHERWITH THE REPORTS OF BOARD OF DIRECTORS AND AUDITORS THEREON

The Chairman took up the first item of the agenda and with the consent of the members present, the ordinary resolution for adoption of the Audited Standalone Financial Statements for the financial year ended March 3 1, 2019 together with the reports of Directors' and Auditors were taken as read.

Voting through electronieConsolidated voting results voting system at the AGMnsolidated voting results Remote e-voting

Total ofinumber number ofvotes to tot forof votes Memberares fornumber

whohich

Number Number olNumber olshares Total Particulars of Percentage o

Member Shares fo mber of ber Shares 1Memberswhich

who ch otes cast who votedhich

valid votes votes cast cast voted

voted

Voted in 13 81,13,881 tavour of the

resolution 1,16,400 14 82,30,281 100.00%

Votes againstthe resolution Invalidvotes/Abstained

0 0.00%

0

The aforesaid item was proposed and passed as an Ordinary Resolution;

"RESOLVED THAT the Audited Standalone Financial Statements of the Company for the year ended March 31, 2019 including the audited Balance Sheet as at March 3 1, 2019, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and the Reports of Board of Directors and Auditors thereon, be and are hereby approved and adopted."

y

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2. APPOINTMENT OF MR. GAUTAM KUMAR PAL, (DIN: 07645652) AS DIRECTOR

OF THE cOMPANY

The Chairman of the meeting being interested in this agenda item vacated his chair for this agenda Ms. Vinita Sharaf took over the chair for this agenda item and conveyed the meeting. The members were informed that as per the provision of Section 152(6), two-third of the directors shall be liable to retire by rotation and one third of such director shall retire by rotation. Mr. Gautam Kumar Pal

being liable to retire by rotation offers himself for re-appointment as a Director of the Company

The following was the voting result of the resolution;

Voting through electronieConsolidated voting resultsS woting system at the AGMnolidated voting results

Total

Remote e-voting

onumber otal

forof votes/Memberares fornumber whohich

Particul mber ber Number oNumber olshares MemberShares forNumber oNun

Shares 1o Members which whowhich

Percentage of number ofvotes to total

of

Number

valid votes cast cast

Votes otes cast ocast voted voted

Voted favour of the

resolution

in 81,13,881 1,16,400 82,30,281100.00%

0.00% Votes against the resolution Invalid votes/Abstain 0 0 0

The aforesaid item was proposed and passed as an Ordinary Resolution;

"RESOLVED THAT Mr. Gautam Kumar Pal (DIN: 07645652), Director of the Company who is liable to retire by rotation in terms of Section 152 of the Companies Act, 2013 and Rules made thereunder and who is eligible for re-appointment be and is hereby re-appointed as a Director of the

Company.

On completion of agenda item no 2, Mr. Gautam Kumar Pal resumed the Chair.

3. APPOINTMENT OF STATUTORY AUDITOR AND FIXATION OF THEIR

REMUNERATION

Members were informed that the Board of Directors of the Company at its meeting held on

September 5, 2019 have recommended appointment of M/s. O P Singhania & Co., Chartered Accountants Firm as Statutory Auditors of the Company for the period of 5 (Five) Consecutive

years commencing from this14AGM till the conclusion of the 19"AGM of the Company to be

held in the year 2024 at remuneration of Rs. 5 lakh P.A.

The following was the voting result of the resolution;

pakar

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Voting through electronieConsolidated voting results voting system at the AGM |Remote e-voting

NumberNumber oNumber oshares Total onume number ofvotes to tot

Percentage o o1numberolal

forof votesMemberares fornumber

Particulars of Member

Shares forumber ofumber

S whowhich

voted

TOMembers which which who votes cast cast

votes castno voted cast valid votes

voted Voted favour of the

resolution 13 81,13,881 1,16,400 14 82,30,281 100.00%

Votes against the resolution

valid

0 0 0 0.00%

votes/Abstain 0 0

The aforesaid item was proposed and passed as an Ordinary Resolution;

"RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013, and Rules made there under (including any statutory

modifications and re-enactments thereof, for the time being in force), M/s. O P Singhania & Co. Chartered Accountants (Registration No :002172C), be and are hereby appointed as Statutory

Auditors of the Company. in place of retiring auditors, M/s. Jain & Choudhary Chartered Accountants (Registration No. 117918W), to hold office from the conclusion of this Annual General Meeting up to the conclusion of the Nineteenth Annual General Meeting of the Company to be held in the year 2024 on such remuneration and terms and conditions as set out in the

explanatory statement to this notice.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things, as may be considered necessary, desirable

or expedient to give effect to this Resolution."

III. SPECIAL BUSINESS:

4. RATIFICATION OF REMUNERATION PAYABLE TO M/S S N & CO CoST AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING MARCH 31, | 2020.

Members were informed that, the Board of Directors of the Company at its meeting held on September 09, 2019 had recommended appointment of M/s S N & Co Cost Accountants Firm as Cost Auditors of the Company at remuneration of Rs. 70,000 P.A.to conduct the audit of the cost accounts maintained by the Company for the financial year(s) ending 31st March, 2020 In accordance with the Provisions of Section 148 of the Companies Act, 2013 read with the

Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company. Accordingly, consent of the Members was sought for passing an Ordinary Resolution as set out at item no. 4 of the Notice for ratification of the remuneration payable to the Cost Auditors for FY 2019-20.

The following was the voting result of the resolution;

G P

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Voting through electronConsolidated voting results voting system at the AGMnsolidated voting results Remote e-voting

Member Shares forumber

ofumber

Member which Number Number Number oshares

Total Total Percentage of Particulars of ofnumber number ofvotes to total forof Members, which

who vote cast votes Memberares fornumber

valid votes who votes cast voted

s who voted otes cast cast

Voted n 1avour of the

resolution

13 81,13,881 1,16,400 4 82,30,281 100.00%

0 0 0 0 0.00% Votes against the resolution Invalid Votes/Abstain ed

0

The aforesaid item was proposed and passed as an Ordinary Resolution;

"RESOLVED THAT pursuant to the provisions of the Section 148 and other applicable provisions of the Companies Act, 2013 and Rules made there under (including any statutory modifications and

re-enactments thereof, for the time being in force), remuneration of Rs.70.000 PA (Seventy Thousand only) (exclusive of out of pocket expenses) plus applicable taxes to M/s. S N & Co, Cost Accountants (Registration No. 000309) appointed as Cost Auditors by the Board of Directors of the Company to conduct the audit of cost records for the Financial Year ending March 31, 2020 be and

is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and take all such steps as may be necessary, proper and

expedient to give effect to this resolution."

5. APPOINTMENT OF MR. JOSE VAILAPPALLIL JOSEPH (DIN:08540226) AS AN

INDEPENDENT DIRECTOR

The members were informed that Mr. Jose Vailappallil Joseph was appointed by the Board of

Directors as an Additional Non-Executive, Independent Director with effect from August 19, 2018.Pursuant to Section 149 and 152 of the Companies Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force, it was proposed to regularize the appointment of Mr. Joseph as Independent Director of the Company for a

term of 5 consecutive years with effect from August 19, 2019.

Brief profile of Mr. Jose Valiappalil Joseph was mentioned in the Explanatory Statement to the

notice of Annual General Meeting.

Members were informed that in the opinion of the Nomination and Remuneration Committee and the Board, the appointment of Mr. Jose Valiappallil Joseph would be beneficial to the Company considering his vast experience. The disclosure under Regulation 36 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2014, was provided

as Annexure A of the notice.

The Company had also received a notice from a member under Section 160 of the Companies Act

2013 proposing his re-appointment as an Non-Executive, Independent Director.

The following was the voting result of the resolution;

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Voting through electroniConsolidated voting results voting system at the AGM Remote e-voting

Total Total number ofvotes to tota

Particulars of Number ofchares ofnumber

forrof votesMember res 1ornumber o

|Percentage of Memberhares forNumber ofumber

s whowhich wHvotes cast which who voted dcast

whoich

voted otes cast cast valid votes voted

Voted tavour of the resolution

13 81,13,881 1,16,400 14 82,30,281 100.00%

0 Votes against the resolution Invalid votes/Abstain ed

0 0.00%

0 0

The aforesaid item was proposed and passed as an Ordinary Resolution;

RESOLVED THAT pursuant to the provisions of Section 149 152 & 160 of the Companies Act 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV of Companies Act 2013, approval of members be and is hereby given to the appointment of Mr. Jose Vailappallil Joseph (DiN 08540226) who was appointed by the Board of Directors as an Additional Director (Independent)of the Company with effect from19th August, 2019, pursuant to provisions of section 161(1) of Companies Act 2013 to hold office up to the date of this Annual General Meeting and who has Submitted a declaration that he meets the criteria of the Independent Directorship as provided in Section 149(6) of the Act, in respect of whom Notice has been received from a member under Section 160 of the Act proposing his re-appointment be and is hereby appointed as a Independent

Non-Executive Director of the Company for a period of 5 consecutive years commencing trom 19th August 2019 and whose office shall not, henceforth, be liable to retire by rotation RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds, and things including filing of necessary forms, application with various authorities as may be required and as may be deemed necessary to give effect to above

resolution."

6. APPOINTMENT OF MR. SHREY ASHISH SARAF (DIN: 07907037) AS AN

EXECUTIVE, NON-INDEPENDENT DIRECTOR OF THE cOMPANY

The members were informed that Mr. Shrey Ashish Saraf was appointed by the Board of Directors as an Additional Director (Executive, Non-Independant) with effect from August 19, 2018.

Pursuant to Section 149 and 152 of the Companies Act, 2013 and the Rules made there under

(including any proposed to regularize the appointment of Mr. Shrey Ashish Saraf as an Executive Director of the Company whose term of office expired at the Annual General Meeting.

tutory modification(s) or re-enactment thereof for the time being in force, it was

Brief Profile of Mr. Shrey Ashish Saraf was mentioned in the Explanatory statement to the notice of Annual General Meeting.

Members were informed that in the opinion of the Nomination and Remuneration Committee and the Board, the appointment of Mr. Shrey Ashish Saraf would be beneficial to the Company considering his vast experience. The disclosure under Regulation 36 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2014, was provided as Annexure A of the notice.

The Company had also received a notice from a member under Section 160 of the Companies Act 2013 proposing his re-appointment as an Executive Director.

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The following was the voting result of the resolution;

Voting through electronieConsolidated voting results voting system at the AGM| Remote e-voting

Total ofnumber number ofvotes to tota

forof

votesMembewhich S wvotes cast Cast voted

Total Percentage of

NumberNumber o" Number oshares Shares 1o|Members which Particulars of whowhich

votes cast Member which

Shares fornumber of

valid votes

who voteucast voted

in 13 favour of the

oted 1,16,400 14 82,30,281 100.00% 81,13,881

resolution 0.00%

0 0 Votes against the resolution Invalid votes/Abstain ed

0 0 0 0 0

The aforesaid item was proposed and passed as an Ordinary Resolution;

"RESOLVED THAT pursuant to the provisions of Sections 149, 161(1) and other applicable

provisions, if any, of the Companies Act, 2013 ("the Act") and the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment

thereof, for the time being in force), including any modification or amendment thereof, Mr. Shrey

Ashish Saraf (DIN: 07907037), who was appointed as an Additional Director in the capacity of

Executive, Non-Independent Director of the Company by the Board of Directors effective from

August 19, 2019 in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Executive, Non-Independent Director of the Company

under Section 160 of the Act, be and is hereby appointed as an Executive, Non-Independent

Director of the Company and whose office shall be liable to retire by rotation;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby

authorised to do all such acts, deeds, and things including filing of necessary forms, application with various authorities as may be required and as may be deemed necessary to give eftect to above

resolution."

7. APPOINTMENT OF DR. NEETA KANWAR (DIN: 03326216) AS AN INDEPENDENT

DIRECTOR OF THE COMPANY

The members were informed that Ms. Neeta Kanwar was appointed by the Board of Directors as an

Additional Non-Executive, Independent Director with effect from June 10, 2019. Pursuant to

Section 149 and 152 of the Companies Act, 2013 and the Rules made there under (including any

statutory modification(s) or re-enactment thereof for the time being in force, it was proposed to

regularize the appointment of Ms. Neeta Kanwar as Independent Director of the Company for a

term of 5 consecutive years with effect from June 10, 2019.

Brief Profile of Ms. Neeta Kanwar was mentioned in the Explanatory statement to the notice of

Annual General Meeting.

Members were informed that in the opinion of the Nomination and Remuneration Committee and

the Board, the appointment of Ms. Neeta Kanwar would be beneficial to the Company considering

her vast experience. The disclosure under Regulation 36 of the Securities and Exchange Board of

India (Listing Obligation and Disclosure Requirement) Regulations, 2014, was provided as

Annexure A of this notice.

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The Company had also received a notice from a member under Section 160 of the Companies Act 2013 proposing her re-appointment as an Independent Director.

The resolution was put to vote and following was the voting result of the resolution;

Voting through electronie Consolidated voting results Remote e-voting voting system at the AGM

Total ofinumberotal

forof votes|Memberwhich

Percentage of number ofvotes to total

o

Number Number oNumber olshares Particulars of Shares ToMembers which Shares forinumber Member which who

voted otes cast Who voted Which who voteu cast

who voted otes cast cast

valid votes

Voted favour of the

resolution

13 81,13,881 1,16,400 14 82,30,281 100.00%

0 0.00% Votes against the resolution Invalid votes/Abstain ed

0 0 0

The aforesaid item was proposed and passed as an Ordinary Resolution;

"RESOLVED THAT pursuant to the provisions of Sections 149, 152,160 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (°the Act") and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Dr. Neeta Kanwar (DIN: 03326216), who was

appointed as an Additional Director in the capacity of Independent Director of the Company by the Board of Directors effective from June 10, 2019 and who has submitted a declaration that she meets the criteria of the Independent Directorship as provided in Section 149(6) of the Act and in respect

of whom the Company has received a notice in writing from a member proposing her candidature for the office of Independent Director of the Company under Section 160 of the Act, be and is

hereby appointed as an Independent Director of the Company for a term of five years with effet

from June 10, 2019;

RESOLVED FURTHER THAT the any of the Board of Directors of the Company be and is

hereby authorised to do ll such acts, deeds, and things including filing of necessary forms. application with various authorities as may be required and as may be deemed necessary to give

effect to above resolution."

8. INCREASING THE AUTHORIZED CAPITAL OF THE cOMPANY FROM EXISTING RS. 14 CRORE TO RS.30 CRORE

The members were informed that the present authorized Share Capital of the Company is Rs.

14,00,00,000 (Rupees Fourteen Crores Only) divided into 1,40,00,000 (One CroreFourty Lakhs)equity shares of Rs. 10/- (Rupees Ten Only) each.

Directors were of the belief that the Company will outperform in near term and also believed tht the performance ot the Company would attract investors. In anticipation of the aforementioned

view, it was proposed to raise the authorized share capital to 30,00,00.000 (Rupees Thirty Crore Only) divided into 3,00,00,000 (Three Crore) equity shares of Rs. 10/ (Rupees) each by creation of additional 16,00,00,000 (Sixteen Crore only) Equity shares of Rs. 10/- each, ranking for dividend,

voting rights and in all other respects, paripassu with the existing equity shares of the Company.

Members were further informed that the increase in authorized share capital would also require amendment to Clause V of the Memorandun of Association (C"MOA") of the Company which will

need approval of members in the General Meeting.

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Thus, it was also proposed to amend the said Clause V of the MOA.

The below-mentioned resolution was put to vote and following was the result of the voting;

Voting through electronieConsolidated voting results voting system at the AGM Remote e-voting

Total

ofnumber number ofvotes forof

Memberhares forumber ofumber

Members which Number Number oNumber oshares

Percentage of

Particulars of votesMember res fornumber of

which who

Shar whowhich

votes cast

voted

who votedWhich

Cast valid votes

s

votes cast castt yoted

Voted in 81,13,881 1,16,400 14 82,30,281 100.00% favour of the

resolution 0 0 0.00% Votes against

the resolution Invalid votes/Abstain ed

0

The aforesaid item was proposed and passed as an Ordinary Resolution;

"RESOLVED THAT pursuant to Section 13, 61 and Section 64 of the Companies Act, 2013 including any statutory modification(s) or re-enactment(s) thereof) ("the Act") read with Companies (Share Capital and Debentures) Rules, 2014 and subject to such other consents, as may be required, and such other Rules and Regulations, as may be applicable, consent of the Members of the Company be and is hereby accorded to the Board of Directors to increase the Authorized Share Capital of the Company from existing Rs.14,00,00,000 (Rupees Fourteen Crore only) divided into 1,40,00,000Equity shares of Rs. 10 each) to Rs. 30,00,00,000 divided into 3,00,00,000Equity shares of Rs. 10 each by creation of additional 1,60,00,000 shares of Rs. 10/- each and such equity shares shall rank paripassu in all respects with the existing equity shares of the Company;

"RESOLVED FURTHER THAT Consent of the members of the Company be and is hereby accorded to amend Clause V of Memorandum of Association of the Company ("MOA") by substituting the existing Clause V of MOA and inserting the following new Clause V:

V. The Authorized Share Capital of the Company is Rs 30,00,00,000 (Rupees Thirty Crore) divided into 3,00,00,000 (Three Crore) equity shares of Rs. 10/- each;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds, and things including filing of necessary forms, application with various authorities as may be required and as may be deemed necessary to give effect to above resolution."

9. TO INCREASE THE BORROWING LIMIT UNDER SECTION 180(DC) IN THE COMPANY

The members were informed as per Section 180(1)) of the Companies Act, 2013, borrowings apart from temporary loans obtained from the Company's bankers in ordinary course of business) by the Company beyond the aggregate of the paid up share capital of the Company and its free reserves and securities premiumi ires the approval from the shareholders of the Company.

members were informed that keeping in view Company's requirements to fund its existing and tuture financial requirements to support its business operations, the Board of Directors of the Company at its meeting held on September 05, 2019, proposed to raise the borrowing limit upto Rs.50 Crore (Rupees Three Hundred fifty crore) which was subject to the approval of the shareholders of the Company.

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Pursuant to Section 180(1)(c) of the Companies Act, 2013, the Board of Directors cannot borrow more than the aggregate amount of the paid up capital free reserves and securities premium of the Company at any point of time except with the consent of the members of the Company in a general meeting. In order to facilitate securing the borrowing made by the Company, it would be necessary to create charge on the asscts or whole or part of the undertaking of the Company. Hence members approval was required by way of Special resolution.

The below-mentioned resolution was put to vote and following was the result of the voting:

Voting through electronieConsolidated voting results voting system at the AGM Remote e-voting

Number Number oNumber o Shares Shares 10"Members which Total ofnumber otal

forof Der o1votes to tota

votes Memberhich whohich

voted otes cast cast

Percentage of Member Shares

forumber oNumber

who

Particulars of Shares fornumber which valid vote cast

voted ofes castho

votedhich

Voted in 13 81,13,881 1,16,400 82,30,281 100.00% favour of the

resolution 4

0 0 0.00% Votes against the resolution| Invalid votes/Abstained

0 0 0

The aforesaid item was proposed and passed as a Special Resolution;

"RESOLVED THAT in supersession of all the earlier resolutions passed in this regard and subject to the provisions of Section 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013 and relevant rules made thereto (including any statutory modification(s) or re-enactments thereof for the time being in force), and other applicable laws and provisions, the consent of the shareholders of the Company be and is hereby accorded to the Board of Directors to borrow money

as and when required, from, including without limitation, any Bank and/or other Financial

Institution and/or foreign lender and/or anybody corporate authority/authorities, either in rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the Board for an aggregate amount not

exceeding a sum of Rs. 350 Crore (Rupees Three Hundred Fifty Crore only) for the Company, notwithstanding that money so borrowed together with the monies already borrowed by the Company, if any (apart from temporary loans obtained from the Company's bankers in the ordinary

course of business) may exceed the aggregate of the paid-up share capital,free reserves and securities premium.

entity/entities and/or

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto, and to sign and to execute deeds, applications, documents and writings that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.

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10. TO INCREASE THE LIMITS APPLICABLE FOR GRANT LOANS GIVE GUARANTEE/ MAKE INVESTMENT/ PROVIDE SECURITY TO ANY OTHER BODY CORPORATE OR PERSON UNDER SECTION 186 OF COMPANIES ACT,

2013:

The members were informed that the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended to date, provides that no company is

permitted to, directly or indirectly, (a) grant/give loans, from time to time, on such terms and conditions as it may deem expedient, to any person or bodies corporate; (6) give any guarantee or provide security in connection with a loan to any other body corporate or person and (e) acquire by

way of subscription. purchase or otherwise the securities of any other bodies corporate, over and above the limit of 60% of the paid-up share capital, free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more. Further, the said Section provides that where the giving of any loan or guarantee or

providing any security or the acquisition as provided under Section 186(2) of the Act, exceeds the fimits specified therein, prior approval of Members by means of a Special Resolution is required to be passed at a general meeting.

Members were informed that in order to support its business activities, the Board at its meeting held on September 05, 2019, proposed secking Members approval, for enhancement of limits u/s. 186 of the Companies Act, 2013 by upto Rs.100 Crore (Rupees One hundred crore only) by authorising the Board to make loan(s) and/or give any guarantee(syprovide any security(ies) in connection with loan(s) made and/or acquire by way of subscription, purchase or otherwise, the securities of any other body corporate as they may in their absolute discretion deem beneficial and in the interest of the Company upto Rs.100 Crore over and above the limits available under Section 186 of the Companies Act, 2013, which inter alia provides for limits of higher of 60% of Paid-up Share Capital, Free Reserves and Securities Premium Account or 100% of Free Reserves and Securities Premium Account.

On considering the long tem business plans of the Company, which required the Company to make sizeable loans / investments and issue guarantees securities to persons or bodies corporate, from

time to time, prior approval of the Members was sought for enhancing the said limits.

The said resolution was put to vote and following was the result of the voting

Voting through electronicvoting system at the AGMnsondated voting results Remote e-voting

Total ofnumber

forof votesMemberares fornumber of

whoWhich

Number Number oNumber oshares Percentage of

number ofvotes to total

Total f

Member which Members whic s

whowhich

valid cast votes voted otes cast Who voted

which

Voted votes cast cast

Voted tavour

in 13 the 81,13,881 1,16,400 14 82,30,281 100.00%

resolution

Votes against the resolution Invalid votes/Abstain ed

0.00%

0

The aforesaid item was proposed and passed as a Special Resolution;

y af editass

CHAIRMAN'S INITIALS

MINUTE BOOK PAGE NO.

HELD AT TIME ON-

"RESOLVED THAT pursuant to the provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Meeting of Board and its Powers) Rules, 2014 including any statutory modilcation(s) or re-enactment(6) thereof, approval of the members of the Company, be and is hereby accorded to the Board of Directors of the Company to (a) grant/give loans, from time to time, on such terms and conditions as it may deem expedient, to any person or bodies corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person and (c) acquire by way of subscription, purchase or

otherwise the securities of any other bodies corporate, by an aggregate sum of upto Rs. 100 Crore

(Rupees One hundred Crore only), over and above the limit of 60% of the paid-up share capital. free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more, as prescribed under Section 186 of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.

IV. VOTE OF THANKS There being no other business to transact, Mr. Gautam Kumar Pal, concluded the meeting with a vote of thanks to the Members of the Company and the Directors seated on the dias. The meeting concluded at 11:00 AM (IST).

The scrutinizer submited their report on 30th September, 2019 which is enclosed with this minute.

As per their report submitted, all the resolutions were passed with requisite majority.

A brief report on the E-voting (including physical poll at the venue of the AGM) along with the

summary of the consolidated scrutinizers report is annexed as Annexure I.

DATE OF ENTERING: October 16, 2019

PLACE: Raipur

DATE: Ochobe l6, 2o19 CHAIRMAN

CHAIRMAN'S INITIALS