Archies Ltd. — AGM Information 2021

Oct 18, 2021

Date: is" October, 2021

1)TheManager,	2)TheManager,
ListingDepartment,	ListingDepartment,
NationalStockExchangeofIndia	CorporateRelationshipDepartment,
Limited,ExchangePlaza,C-1,Block-G.	BSELimited,
BandraKurlaComplex,Bandra(East),	1stFloor,NewTradingWing,
Mumbai-400051	P.J.Towers,DalalStreet,Fort,
	Mumbai-400001
10-ARCHIESScrip	ScripCode-532212

SUB: Submission of Signed Minutes of Annual General Meeting held on 24.09.2021

Dear Sir/Madam,

Pursuant to applicable Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are hereby submitting the signed copy of Minutes of Annual General Meeting of the Company held on 24th September, 2021.

Please take the above on records and acknowledge the receipt of the same.

Thanking You.

Yours sincerely,

\< t! Hitesh ~ma.L __ (Company

ARCHIES LIMITED

C -113, NARAINA INDUSTRIAL AREA, PHASE -1, NEW DELHI-11 0028 (INDIA), CIN : L36999HR1990PLC041175 TEL.: 91-11-41410000, 41412222, Fax: 91-11-41410060, Email: archies@archiesonline.com, Website: www.archiesonline.com REGISTERED OFFICE: PLOT NO. 191- F,SECTOR - 4, I.M.T. MANESAR, GURUGRAM -122050, HARYANA (INDIA)

www.archiesinve.to •.•.ln

MINUTES OF THIRTY FIRST ANNUAL GENERAL MEETING OF TH MEMBERS OF ARCHIES LIMITED HELD ON FRIDAY, THE 24TH DAY 0 SEPTEMBER 2021 AT 02:30 P.M. AND CONCLUDED AT 02:52 P.M THROUGH VIDEO CONFERENCINGI OTHER AUDIO VISUAL MEAN ("VC/OAVM") FACILITY.

PRESENT:

/:...---------------.-------

Directors

~,

REGD.

1. MR. ANIL MOOLCHANDANI 2. MR. ARUN SINGHAL

: Chairman and Managing Director

Independent Director (Chairman of Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee)

1. MR. JAGDISH MOOLCHANDANI 4. MRS. PAY AL JAIN

: Executive Director

: Independent Director

Members

Total 143 (One Hundred Forty Three) members attended the meeting, as per the attendance records prepared by the Link Intime India (Pvt) Ltd, Registrar and Transfer Agent of the Company out of which, one (1) was representing a Corporate Member viz. Empire Greeting and Gifts Private Limited.

In Attendance

MR. SUNIL KUMAR JAIN MR. HITESH KUMAR

MR. NA VEEN SHREE PANDEY Scrutinizer MR. SHAILESH DAYAL, PARTNER, DAYAL & MAUR, COMPANY SECRl:TARIES

• Head-Finance & Accounts Company Secretary and Compliance Officer

Secretarial Auditors

• 1. Mr. Anil Moolchandani, Chairman informed the members that all the Directors were present (except Mr. Varun Moolchandani, Executive Director and Mr. Kanav Dev Sharma, Independent Director of the Company) and Mr. Arun Singhal (DIN-00025616), Chairman of Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee attended the meeting.
• 1. Mr. Anil Moolchandani, Chairman and Managing Director took the Chair.

CHAIRMAN'S INITIALS

• 1. Mr. Hitesh Kumar, Company Secretary and Compliance Officer introduced the Directors, who were present at the Meeting through VC from their respective locations, to the members.
• 1. After ascertaining, that the requisite quorum for the meeting was present, the Chairman called the meeting in order.
• 1. Mr. Hitesh Kumar, Company Secretary and Compliance Officer informed the Members that Notice convening the 31st Annual General Meeting, Audited Financial Statements for the year ended on 31st March, 2021 along with the Report of Directors' thereon alongwith the Register of Directors and Key Management Personnel and their shareholding and Register of Contracts or Arrangements in which Directors and Key Management Personnel are interested were available for inspection by any Members during the business hours of the Meeting.
• 1. The Company Secretary informed the Members that the Notice convening the 31st Annual General Meeting along with the Annual Accounts, Auditors Report and Directors Report for the year ended 31st March 2021 have already been dispatched to the members and with the permission of the members, the same were taken as read.
• 1. The Company Secretary further informed the Members that the proceedings of the Meeting were also being webcast and could be viewed live by Members by logging in to website of Link Intime (India) Private Limited i.e. https://instameet.iinkintime.co.in. The Company had taken the requisite steps to enable members to participate and vote on the items being considered at this AGM.
• 1. The Chairman delivered his speech and briefly reported the performance of the Company during the year under review as follows:

Speech by Chairman:

As we meet, we are in the midst of some unprecedented times. The entire world and India is grappling with the Covid-19 pandemic and the huge challenges it has thrown out. Governments across are at a dilemma - on one hand around how much and how long to impose lockdown conditions to arrest the spread of the pandemic and on the other side, how to quickly restore the business conditions and how to jumpstart the wheels of the economy.

In these unprecedented times, we are looking at constructive ways and means of dealing with the situation, taking care of all our employees, stakeholders and continuously focusing on the everchanging customer.

We truly believe that one of the core purpose of the Brand is to bring joy into customer's lives.

Archies's financial performance during FY2020-2021 has been presented in comprehensive detail in the Annual Report. What is heartening is the fact that this growth has come from across all our divisions and product lines.

I am sure this report would give you an overview of the Company and its operations, particularly pertaining to the year under review.

During the year, Archies further strengthened its branding, which highlights the credential of the Company in terms of the trust it enjoys with its customers, employees, shareholders, channel partners, business associates and vendors alike.

Your Company has completed over 26 splendid years, but due to the economic slump, last few years have been most challenging Years.

Your Company has managed to earn a turnover of Rs. 55.30 Crore in the current financial year as compare to the previous year showing a decrease of 60.31% and the net loss after tax stood at Rs. 2.38 Crore in the current financial year as against of loss ofRs. 7.17 Crore in the previous financial year, showing a decrease of 66.88%.

However the management and the Company are committed to show the better performances in future.

The Company continues its efforts to boost sales through different promotional schemes and campaigns and continued its effort to open retail outlets across India in Malls as well as on high Streets. The Company opened total 4 retail stores and closed total 49 retail stores. As on 31st March 2021, the numbers of company owned/managed stores were 152.

1. The Company Secretary informed to the Shareholders that in accordance with the provisions of Section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Company has provided the remote e-voting facility for voting by electronics means to its members as on 17th September, 2021 (the cut-off date) to exercise their vote on all the resolutions set forth in the Notice of AGM as per the services provided by the Link Intime (India) Private Limited (LIIPL) using system (remote e-voting) which was available from Tuesday, September 21, 2021 at 09:00 A.M. (IST) and ends on Thursday, September 23, 2021 at 05:00 P.M. (IST) (both days inclusive) and those shareholders who did not participated in the remote evoting, can cast their vote by clicking the voting button "Cast your vote" which is appearing on the right hand side of your VC meeting screen. The Company Secretary informed to the shareholders that they can enter Demat Account No. / Folio No., Permanent Account Number and OTP (received on the registered mobile number/ registered email Id) during registration for InstaMeet and vote. Further being informed to the shareholders that they can cast vote through that facility within next 15minutes of Conclusion of Annual General Meeting of the Company.

INITIALS

CHAIRMAN'S

MINU II:: l:3UUK

• 1. The Company Secretary further informed the shareholders that there are no adverse remarks in the Secretarial Audit Report and the Auditor's Report on the Annual Financial Statements of the Company for the financial year ended 31st March, 2021 did not contain any qualifications, observations or comments on financial transactions or matters, which had adverse effect on the functioning of the Company. With the permission of shareholders, the same were taken as read.
• 1. The Company Secretary informed the shareholders that Mr. Naveen Shree Pandey, Practising Company Secretary (FCS No. 9028 & CPo No. 10937) Proprietor of Mis NSP & Associates, Company Secretaries was appointed as scrutinizers to scrutinize the remote e-voting process.
• 1. The Company Secretary informed the shareholders that all the Shareholders who have joined the meeting are placed on mute mode by default to ensure smooth functioning and During the Question & Answer session, the Link Intime (India) Private Limited, Registrar and Share Transfer Agent (RTA) through its Representative will announce the names of the Shareholders who has registered themselves as Speakers for the meeting, in sequence. The lines of the respective Shareholder will be unmuted by the moderator when their name will be called out by the RTA. Shareholder while asking questions or seeking clarifications can put their video on. In case any Shareholder facing any technical problem can contact the help line numbers mentioned in the notice of the meeting.:
• 1. Following agenda and resolutions as mentioned in the Notice of the Annual General Meeting (AGM) were deemed to be approved by the members:

Item No.1: To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the financial year ended 31st March, 2021, the reports of the Board of Directors and Auditors thereon

The Resolution for Item No.1 of the Notice of AGM read as follows:

"RESOL VED THAT the Balance Sheet as at 31st March, 2021 and Statement of Profit and Loss Account for the year ended on that date as also the notes and schedules appended thereto, together with the reports of auditors and directors thereon including Management Discussion & Analysis report and Corporate governance report as laid down before the meeting be and are hereby approved and adopted."

Item No.2: To re-appoint Mr. Jagdish Moolchandani (DIN: 00016718) who retires by rotation and being eligible offers himself for reappointment.

The Resolution for Item No.2 of the Notice of AGM read as follows:

I

'-- CHAIRMAN'S INITIALS :::f--------j

"RESOLVED THAT Mr. Jagdish Moolchandani (DIN: 00016718), who retires by rotation and, being eligible, offers himself for re-appointment, be and is hereby reappointed as Director."

Item No.3: Re-appointment of Mr. Jagdish Moolchandani as Executive Director of the Company for the period of 2 (Two) Years with effect from 28.09.2021

The Resolution for Item No.3 of the Notice of AGM read as follows:

"RESOLVED THAT on the recommendation of Nomination & Remuneration Committee and Board of Directors and pursuant to the provision of sections 152, 161(1) 196,197, 198 and 203 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Jagdish Moolchandani be and is hereby re-appointed as an Executive Director of the Company (liable to retire by rotation) with effect from 28.09.2021 for a period of further 2 (Two) years on such remuneration of and terms & conditions as detailed below:

• 1. Term: 28th September, 2021 to 27 th September, 2023
• 1. Nature of Duties: Mr. Jagdish Moolchandani shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Managing Director and/or the Board from time to time and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.
• 1. Basic Salary: Rs.l,05,546/- per month with the authority to the Board of Director; to revise the basic salary from time to time taking into account of the performance of the Company subject however to the ceiling of Rs. 1,70,000/- per month.
• 1. Perquisites: In addition to the basic salary he will be entitled to other perquisites as per agreement (restricted to an amount not exceeding 60% of basic salary) such as housing, gas, electricity, water, medical reimbursement, leave travel concession, club fees, person 1 medical/accident insurance, contribution to provident fund, superannuati fund, gratuity, earned leaves and any other benefits, facilities, allowanc s

INITIALS

CHAIRMAN'S

and expenses as may be allowed as per the rules ofthe company and subject to the provisions of the Income Tax Act, 1961 and rules made there under.

1. Minimum Remuneration: The above remuneration shall also be paid as minimum remuneration to Mr. Jagdish Moolchandani in the event of absence or inadequacy of profit in any year during his remaining tenure subject to the ceilings specified under the provision of section 197 and Schedule V of the Companies Act, 2013 having regard to the effective capital of the Company.

The appointment and other service terms will be subject to the relevant provision of the Companies Act, 2013 and as amended from time to time. All other terms and conditions of the existing appointment shall be governed by the agreement and Company rules and policies."

"RESOL VED FURTHER THAT the Draft Agreement, incorporating the terms of appointment and remuneration placed at the meeting and initiated by the Chairman thereof for the purposes of identification, be and is hereby approved and any Director or Company Secretary of the Company be and are hereby severally authorized to sign the agreement on behalf of the Company."

"RESOLVED FURTHER THAT any director, Company Secretary, be and are hereby severally authorized to do all such acts, deeds, matters and things in this regard and to file the relevant forms, if any with the Ministry of Corporate Affairs (MCA), Registrar of Companies."

Item No.4: Re-appointment of Mr. Varun Moolchandani as Executive Director of the Company for the period of further 2 (Two ) Years with effect from 25.06.2021

The Resolution for Item No.4 ofthe Notice of AGM read as follows:

CHAIRMAN'S INITIALS

"RESOL VED THAT on the recommendation of Nomination & Remuneration Committee and•. Board of Directors and pursuant to the provision of sections 152, 161(1) 196,197, 198 and 203 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Varun Moolchandani be and is hereby re-appointed as an Executive Director of the Company (liable to retire by rotation) with effect from 25.06.2021 for a period of further 2 (Two) years on such remuneration of and terms & conditions as detailed below: L,

j

• 1. Term: 25.06.2021-24.06.2023
• 1. Nature of Duties: Mr. Varun Moolchandani shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Managing Director and/or the Board from time to time and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.
• 1. Basic Salary:Rs.l,22,500/- per month with the authority to the Board of Directors to revise the basic salary from time to time taking into account of the performance of the Company subject however to the ceiling of Rs. 2,45,000/- per month.
• 1. Perquisites: In addition to the basic salary he will be entitled to other perquisites as per agreement (restricted to an amount not exceeding 60% of basic salary) such as housing, gas, electricity, water, medical reimbursement, leave travel concession, club fees, personal medical/accident insurance, contribution to provident fund, superannuation fund, gratuity, earned leaves and any other benefits, facilities, allowances and expenses as may be allowed as per the rules of the company and subject to the provisions ofthe Income Tax Act, 1961 and rules made thereunder.
• 1. Minimum Remuneration: The above remuneration shall also be paid as minimum remuneration to Mr. Varun Moolchandani in the event of absence or inadequacy of profit in any year during his remaining tenure subject to the ceilings specified under the provision of section 197 and Schedule V of the Companies Act, 2013 having regard to the effective capital of the Company.

The appointment and other service terms will be subject to the relevant provision of the Companies Act, 2013 and as amended from time to time. All other terms and conditions of the existing appointment shall be governed by the agreement and Company rules and policies."

"RESOLVED FURTHER THAT the Draft Agreement, incorporating the terms of appointment and remuneration placed at the meeting and initiated by the Chairman thereof for the purposes of identification, be and is hereby approved and any Director or Company Secretary of the Company be and are hereby severally authorized to sign the agreement on behalf ofthe Company."

"RESOLVED FURTHER THAT any director, Company Secretary, be and are hereby severally authorized to do all such acts, deeds, matters and things in t . regard and to file the relevant forms, if any with the Ministry of Corporate Affai s (MCA), Registrar of Companies."

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Item No.5: Creation of security on the properties of the Company in favour of the Lenders

The Resolution for Item No.5 of the Notice of AGM read as follows:

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force), the rules notified thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, the consent of the Company be and is hereby accorded for creation of such mortgages, charges and hypothecations as may be necessary, in addition to the existing charges, mortgages and hypothecation created by the Company and to transfer, sell or dispose of all or any part of the moveable or immovable properties of the Company, wherever situated, both present and future, in such manner as the Board may deem fit, in favour of financial institutions, investment institutions, banks, mutual funds, trusts, other bodies corporate (hereinafter referred to as the "Lending Agencies") and Trustees for the holders of debentureslbonds and/or other instruments to secure borrowings of the Company availed / to be availed by way of rupee term loans/foreign currency loans, debentures, bonds and other instruments provided that the total amount of such loanslborrowings shall not exceed at any time the limits approved under section 180(1)(c) of the Companies Act, 2013.

RESOL VED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorised to negotiate and decide terms and conditions of security, finalise and execute all deeds, documents and writings as may be necessary, desirable or expedient, settle any question, difficulty or doubt that may arise in this regard, do all such acts, deeds, matters and things, as it may, in its absolute discretion deem necessary, proper or desirable and to delegate all or any of these powers to any Committee of Directors or Managing Director or Director or any other officer of the Company or any other person.

RESOL VED FURTHER THAT a certify true copy of the resolution may be given to the concerned department(s)/authority(ies)/party(ies) etc."

Item No.6: Giving of Loans/ Guarantees, providing of Securities and making of Investments in Securities

The Resolution for Item No.6 of the Notice of AGM read as follows:

CHAIRMAN'S INITIALS

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to Section 186 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 as may be amended, from time to time and Articles of Association of the Company, approval of e shareholders of the Company be and is hereby given to the Board of Directors for:-

i) giving any loan to any person or other body corporate,

ii) giving any guarantee or providing security in connection with a loan to any other body corporate or person and! or

iii) acquiring whether by way of subscription, purchase or otherwise, the securities of any other body corporate

up to an amount, the aggregate outstanding of which should not exceed, at any given time, Rs. 50 crores which shall be over and above the limits as specified in Section 186(2) of the Companies Act, 2013 and the aggregate outstanding amount ofloans/ guarantees/ securities given / provided to wholly owned subsidiary companies and / or joint venture companies and investments made in wholly owned subsidiary companies, from time to time.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized to negotiate and decide, from time to time, terms and conditions, execute necessary documents, papers, agreements etc. for investments to be made, loans / guarantees to be given and securities to be provided to any person and / or any body corporate, do all such acts, deeds, matters and things, as it may,.in its absolute discretion, deem necessary, proper or desirable, settle any question, difficulty or doubt that may arise in this regard and to delegate all or any of these powers to any Committee of Directors or Managing Director or Director or Officer of the Company or any other person.

RESOLVED FURTHER THAT a certify true copy of the resolution may be given to the concerned department( s)/authority(ies )/party(ies) etc."

Item No.7: Re-appointment of Mrs. Payal Jain as an Independent Director of the Company for the further period of 5 years with effect from 10.08.2021

The Resolution for Item No.7 of the Notice of AGM read as follows:

"RESOLVED THAT on the recommendations of Nomination and Remuneration Committee, Audit Committee and Board of Directors and pursuant to the requirements of provisions of Section 149,150, 152, 160, 161 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 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) and Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company, Mrs. Payal Jain be and is hereby re-appointed as a Director (Non- Executive & Independent), not liable to retire by rotation, with effect from 10.08.2021 and will hold office of Director, for 5 (Five) consecutive years from the date of appointment." h

1. The Chairman addressed the members and thereafter, invited members to ask any clarifications / queries on the Annual Report and Financial Statements for the year (.;y ended 31st March, 2021. The clarification sought! queries raised by the members V were attended! replied to their satisfaction by the Chairman. He briefed the members i\

•.......-.;-.----- YHAIRMAN'S INITIALS

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about the reasons for the past performance and the steps to be taken to improve the performance of the Company in the future.

• 1. The Company Secretary informed the shareholders that the electronic voting option will remain open for next 15 min. Members who have not exercised their vote may click the voting button "Cast your vote" which is appearing on the right hand side of your VC meeting screen and vote.
• 1. The Chairman thanked the Board of Directors and all the stakeholders such as customers, franchisees, distributors, licensors, C & F Agents, Retailers, Suppliers, Bankers and all other business associates for their enduring support and cooperation.
• 1. The Meeting concluded at 02:52 P.M.
• 1. The results of the e-voting (attached as Annexure 1) were declared on zs" September, 2021 based on the report of the scrutinizers dated 24th September, 2021.

Date of Entry: ,g /,0 I'-0," \ Date of Signing: 'J 110 l~').., Place: New Delhi

1- CHAIRMAN'S INITIALS

Annexure-l

ORDINARY BUSINESS

ITEM NO.1

TO RECEIVE, CONSIDER AND ADOPT THE STANDALONE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2021, THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON.

On the basis of Scrutinizer Report, result of remote e-voting as well as voting during the Annual General Meeting for the said item were as under:-

Resolution No.1
Resolution Required: (Ordinary)						To receive, consider and adopt the Standalone Audited FinancialStatements of the Company for theFinandal Year ended 31st March, 2021, the reports of the Board of Directors and Auditors thereon
Whether promoter! promoter group are interested inthe agenda/resolution?			No
CategoryMode ofVoting		No. ofshares held	No. ofvotespolled	% of VotesPolled onoutstandingshares	No. ofVotes -infavour	No. ofVotes-Against	% of Votes infavour on votespolled	% of Votesagainst on votespolled
		[1]	[2]	[3]={[2]/[1j}*loo	[4]	[5]	[6]={[4]/[2j}*loo	[7]={[5]/[2j}*loo
	E-Voting		2964250	14.0743	2964250	0	ioo.oooo	O.()()()()
Promoterand	E-VotingduringAGM	21061477	18097227	85.9257	18097227	0	ioo.oooo	O.()()()()
PromoterGroup	Postal Ballot		0	O.()()()()	0	0	O.()()()()	O.()()()()
	Total		21061477	00סס100.	21061477	0	00סס100.	00סס0.
	E-Voting	75500	0	O.()()()()	0	0	O.()()()()	O.()()()()
Public Institutions	E-VotingduringAGM		0	O.()()()()	0	0	O.()()()()	O.()()()()
	Postal Ballot		0	O.()()()()	0	0	O.()()()()	O.()()()()
	Total		0	00סס0.		0 0	00סס0.	00סס0.
	E-Voting		7530	0.0596	7030	500	93.3599	6.6401
Public Non Institutions	E-VotingduringAGM	12643023	41845	0.3310	41845	0	ioo.oooo	O.()()()()
	Postal Ballot		0	O.()()()()	0	0	O.()()()()	O.()()()()
	Total		49375	0.3906	48875	500	98.9873	1.0127
Total		33780000	21110852	62.4951	21110352	500	99.9976	0.0024
Whetherresolutionis Pass or Not							Yes

Note: Poll has not taken up in Annual General Meeting ("AGM") as AGM was held through Video Conferencing/ Other Audio Visual Means ("VC/OAVM") Facility.

Details of Invalid Votes
Category	No. of Votes.
Promoterand
PromoterGroup	0
Public Insitutions	0
Public - Non Insitutions	0

The item was approved with requisite majority and the following resolution was passed as Ordinary Resolution:

"RESOLVED THAT the Balance Sheet as at 31st March, 2021 and Statement of Profit ~y0 and Loss Account for the year ended on that date as also the notes and schedules appended thereto, together with the reports of auditors and directors thereon including Management Discussion & Analysis report and Corporate governance report as laid down before the meeting be and are hereby approved and adopted."

,

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CHAIRMAN'S INITIALS

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ITEM NO. 2

TO RE-APPOINT MR. JAGDISH MOOLCHANDANI (DIN: 00016718) WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR RE-APPOINTMENT.

On the basis of Scrutinizer Report, result of remote e-voting as well as voting during the Annual General Meeting for the said item were as under:-

Resolution No. 2
Resolution Required: (Ordinary)				offers himself for re-appointment.			To re-appoint Mr. Jagdish Moolchandani (DIN: 00016718) who retires by rotation and being eligible
Whether promoter/ promoter group are interested inthe agenda/resolution?			Yes
Category	Mode ofVoting	No. ofsharesheld	No. ofvotespolled	% of VotesPolled onoutstandingshares	No. of$Votes - in$favour	No. ofVotes-Against	% of Votes infavour on votespolled	% of Votesagainst on votespolled
		$[1]$	$[2]$	$[3] = [{2} / [1]$ * 100	$[4]$	$[5]$	$[6] = {[4]/[2]} * 100$	$[7] = {[5]/[2]}$ *100
	E-Voting		2964250	14.0743	2964250	$\Omega$	100,0000	0.0000
Promoter and	E-Votingduring AGM	21061477	13788997	65.4702	13788997	$\Omega$	100,0000	0.0000
Promoter Group	Postal Ballot			0.0000	$\Omega$	$\mathbf{0}$	0.0000	0.0000
	Total		16753247	79.5445	16753247	$\bf{0}$	100.0000	0.0000
	E-Voting	75500	$\Omega$	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
Public Institutions	E-Votingduring AGM		$\Omega$	0.0000	$\Omega$	NG.$\Omega$	0.0000	0.0000
	Postal Ballot		$\Omega$	0.0000	$\Omega$	$\overline{0}$	0.0000	0.0000
	Total		$\Omega$	0.0000	$\Omega$	0	0.0000	0.0000
	E-Voting		7530	0.0596	7030	500	93.3599	6.6401
Public Non Institutions	E-Votingduring AGM	12643023	41845	0.3310	41845	0	100.0000	0.0000
	Postal Ballot		$\circ$ö	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
	Total		49375	0.3906	48875	500	98.9873	1.0127
Total		33780000	16802622	49.7413	16802122	500	99.9970	0.0030
			Whether resolution is Pass or Not				Yes

Note: Poll has not taken up in Annual General Meeting ("AGM") as AGM was held through Video Conferencing/Other Audio Visual Means ("VC/OAVM") Facility.

Details of Invalid Votes
Category	No. of Votes
Promoter and	4308230*
Promoter Group
Public Insitutions
Public - Non Insitutions

* Voting done by Mr. Jagdish Moolchandani is considered invalid as he is directly interested in this resolution.

The item was approved with requisite majority and the following resolution was passed as Ordinary Resolution:

"RESOLVED THAT Mr. Jagdish Moolchandani (DIN-00016718), who retires by rotation and, being eligible, offers himself for re-appointment, be and is hereby reappointed as Director."

CHAIRMAN'S INITIALS

$183$

SPECIAL BUSINESS

ITEM NO.3

RE-APPOINTMENT OF MR. JAGDISH MOOLCHANDANI AS EXECUTIVE DIRECTOR OF THE COMPANY FOR THE PERIOD OF 2 (TWO) YEARS WITH EFFECT FROM 28.09.2021

On the basis of Scrutinizer Report, result of remote e-voting as well as voting during the Annual General Meeting for the said item were as under:-

Resolution No. 3
Resolution Required: (Special)			RE-APPOINTMENT OF MR. JAGDISH MOOLCHANDANI AS EXECUTIVE DIRECTOR OF THE COMPANY FORTHE PERIOD OF 2 (TWO) YEARS WITH EFFECT FROM 28.09.2021
Whether promoter/ promoter group are interested inthe agenda/resolution?			Yes
Category	Mode ofVoting	No. ofsharesheld	No. ofvotespolled	% of VotesPolled onoutstandingshares	No. of$Votes - in$favour	No. ofVotes-Against	% of Votes infavour on votespolled	% of Votesagainst on votespolled
		$[1]$	$[2]$	$[3] = { [2] / [1] }^* 100$	[4]	[5]	$[6] = { [4]/[2] }$ *100	$[7] = {[5]/[2]}$ *100
	E-Voting		2964250	14.0743	2964250	Ö	100.0000	0.0000
Promoter and Promoter	E-Votingduring AGM	21061477	13788997	65.4702	13788997	0	100.0000	0.0000
Group	Postal Ballot		$\Omega$	0.0000	$\Omega$	O	0.0000	0.0000
	Total		16753247	79.5445	16753247	$\bf{0}$	100.0000	0.0000
	E-Voting	75500	$\Omega$	0.0000	$\circ$	0	0.0000	0.0000
Public Institutions	E-Votingduring AGM		$\Omega$	0.0000	$\circ$	0	0.0000	0.0000
	Postal Ballot		$\Omega$	0.0000	$\overline{O}$	$\Omega$	0.0000	0.0000
	Total		$\Omega$	0.0000	$\Omega$	O	0.0000	0.0000
	E-Voting		7530	0.0596	7030	500	93.3599	6.6401
Public Non Institutions	E-Votingduring AGM	12643023	41845	0.3310	41845	0	100,0000	0.0000
	Postal Ballot		$\Omega$	0.0000	$\circ$	$\Omega$	0.0000	0.0000
	Total		49375	0.3906	48875	500	98.9873	1.0127
Total		33780000	16802622	49.7413	16802122	500	99.9970	0.0030
Whether resolution is Pass or Not								Yes

Note: Poll has not taken up in Annual General Meeting ("AGM") as AGM was held through Video Conferencing/ Other Audio Visual Means ("VC/OAVM") Facility.

Details of Invalid Votes
Category	No. of Votes
Promoter and PromoterGroup	4308230*
Public Insitutions
Public - Non Insitutions

* Voting done by Mr. Jagdish Moolchandani is considered invalid as he is directly interested in this resolution.

The item was approved with requisite majority and the following resolutions were passed as Special Resolution:

"RESOLVED THAT on the recommendation of Nomination & Remuneration Committee and Board of Directors and pursuant to the provision of sections 152, 161(1) 196,197, 198 and 203 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of

$N^{\circ}S$

S

CHAIRMAN'S

INITIALS

$184$

MINUTE BOOK -.,.------r----------------------:---_

Managerial Personnel) Rules 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification( s) or re-enactment( s) thereof, for the time being in force), Mr. Jagdish Moolchandani be and is hereby re-appointed as an Executive Director of the Company (liable to retire by rotation) with effect from 28.09.2021 for a period of further 2 (Two) years on such remuneration of and terms & conditions as detailed below:

• 1. Term: 28th September, 2021 to 2th September, 2023
• 1. Nature of Duties: Mr. Jagdish Moolchandani shall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Managing Director and/or the Board from time to time and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.
• 1. Basic Salary: Rs.l ,05,546/- per month with the authority to the Board of Directors to revise the basic salary from time to time taking into account of the performance of the Company subject however to the ceiling of Rs. 1,70,000/- per month.
• 1. Perquisites: In addition to the basic salary he will be entitled to other perquisites as per agreement (restricted to an amount not exceeding 60% of basic salary) such as housing, gas, electricity, water, medical reimbursement, leave travel concession, club fees, personal medical/accident insurance, contribution to provident fund, superannuation fund, gratuity, earned leaves and any other benefits, facilities, allowances and expenses as may be allowed as per the rules of the company and subject to the provisions of the Income Tax Act, 1961 and rules made there under.
• 1. Minimum Remuneration: The above remuneration shall also be paid as minimum remuneration to Mr. Jagdish Moolchandani in the event of absence or inadequacy of profit in any year during his remaining tenure subject to the ceilings specified under the provision of section 197 and Schedule V of the Companies Act, 2013 having regard to the effective capital of the Company.

he appointment and other service terms will be subject to the relevant provision of the ompanies Act, 2013 and as amended from time to time. All other terms and conditions f the existing appointment shall be governed by the agreement and Company rules and olicies."

SOLVED FURTHER THAT the Draft Agreement, incorporating the terms of pointment and remuneration placed at the meeting and initiated by the Chairman t ereof for the purposes of identification, be and is hereby approved and any Director or

CHAIRMAN'S INITIALS

Company Secretary of the Company be and are hereby severally authorized to sign the agreement on behalf of the Company."

"RESOLVED FURTHER THAT any director, Company Secretary, be and are hereby severally authorized to do all such acts, deeds, matters and things in this regard and to file the relevant forms, if any with the Ministry of Corporate Affairs (MCA), Registrar of Companies."

ITEM NO.4

RE-APPOINTMENT OF MR. VARUN MOOLCHANDANI AS EXECUTIVE DIRECTOR OF THE COMPANY FOR THE PERIOD OF FURTHER 2 (TWO) YEARS WITH EFFECT FROM 25.06.2021

On the basis of Scrutinizer Report, result of remote e-voting as well as voting during the Annual General Meeting for the said item were as under:-

Resolution No. 4
Resolution Required : (Special)			RE-APPOINTMENT OF MR. VARUN MOOLCHANDANI AS EXECUTIVE DIRECTOR OF THE COMPANY FORTHE PERIOD OF FURTHER 2 (TWO) YEARS WITH EFFECT FROM 25.06.2021
Whether promoter/ promoter group are interested inthe agenda/resolution?			Yes
Category	Mode ofVoting	No. ofsharesheld	No. ofvotespolled	% of VotesPolled onoutstandingshares	No. of$Votes - in$favour	No. ofVotes-Against	% of Votes infavour on votespolled	% of Votesagainst on votespolled
		$[1]$	[2]	$[3] = { [2] / [1] }$ *100	[4]	[5]		$[6] = [{4} / [2]$ 100 $[7] = [{5} / [2]$ 100
	E-Voting		2964250	14.0743	2964250	$\Omega$	100.0000	0.0000
Promoter and	E-Votingduring AGM	21061477	16252337	77.1662	16252337	$\Omega$	100,0000	0.0000
Promoter Group	PostalBallot		$\Omega$	0.0000	O	$\Omega$	0.0000	0.0000
	Total		19216587	91.2405	19216587	0	100.0000	0.0000
	E-Voting		$\Omega$	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
Public Institutions	E-Votingduring AGM	75500	$\circ$	0.0000	0	$\Omega$	0.0000	0.0000
	PostalBallot		0	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
	Total		$\Omega$	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
	E-Voting		7530	0.0596	7030	500	93.3599	6.6401
Public Non Institutions	E-Votingduring AGM	12643023	41845	0.3310	41845	0	100.0000	0.0000
	PostalBallot		0	0.0000	$\Omega$	$\circ$	0.0000	0.0000
	Total		49375	0.3906	48875	500	98.9873	1.0127
Total		33780000	19265962	57.0336	19265462	500	99.9974	0.0026
			Whether resolution is Pass or Not				Yes

Note: Poll has not taken up in Annual General Meeting ("AGM") as AGM was held through Video Conferencing/Other Audio Visual Means ("VC/OAVM") Facility.

CHAIRMAN'S INITIALS

$186$

Details of Invalid Votes
Category	No. of Votes
Promoter andPromoter Group	1844890
Public Insitutions
Public - Non Insitutions

Voting done by Mr. Varun Moolchandani is considered invalid as he is directly interested in this resolution.

The item was approved with requisite majority and the following resolutions were passed as Special Resolution:

"RESOLVED THAT on the recommendation of Nomination & Remuneration Committee and Board of Directors and pursuant to the provision of sections 152, 161(1) 196,197, 198 and 203 read with the Companies (Appointment & Qualification of Directors) Rules, 2014 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), Mr. Varun Moolchandani be and is hereby re-appointed as an Executive Director of the Company (liable to retire by rotation) with effect from 25.06.2021 for a period of further 2 (Two) years on such remuneration of and terms & conditions as detailed below:

1. Term: 25.06.2021-24.06.2023

• CHAIRMAN'S INITIALS

'~1

• 1. Nature of Duties: Mr. Varun Moo1chandanishall devote his whole time and attention to the business of the Company and carry out such duties as may be entrusted to him by the Managing Director and/or the Board from time to time and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company.
• 1. Basic Salary:Rs.l,22,500/- per month with the authority to the Board of Directors to revise the basic salary from time to time taking into account of the performance of the Company subject however to the ceiling of Rs. 2,45,000/ per month.
• 1. Perquisites: In addition to the basic salary he will be entitled to other perquisites as per agreement (restricted to an amount not exceeding 60% of basic salary) such as housing, gas, electricity, water, medical reimbursement, leave travel concession, club fees, personal medical/accident insurance, contribution to provident fund, superannuation fund, gratuity, earned leaves and any other benefits, facilities, allowances and expenses as may be allowed as per the pulesof the company and subject to the provisions of the Income Tax Act, 1961 and rules made thereunder.
• 1. Minimum Remuneration: The above remuneration shall also be paid as minimum remuneration to Mr. Varun Moolchandani in the event of absence or inadequacy of profit in any year during his remaining tenure subject to the ceilings specified under the provision of section 197 and Schedule V of the Companies Act, 2013 having regard to the effective capital of the Company.

The appointment and other service terms will be subject to the relevant provision of the Companies Act, 2013 and as amended from time to time. All other terms and conditions of e existing appointment shall be governed by the agreement and Company rules and olicies."

"RESOLVED FURTHER THAT the Draft Agreement, incorporating the terms of appointment and remuneration placed at the meeting and initiated by the Chairman thereof for the purposes of identification, be and is hereby approved and any Director or Company Secretary of the Company be and are hereby severally authorized to sign the agreement on behalf of the Company."

"RESOLVED FURTHER THAT any director, Company Secretary, be and are hereby severally authorized to do all such acts, deeds, matters and things in this regard and to file the relevant forms, if any with the Ministry of Corporate Affairs (MCA), Registrar of Companies."

ITEM NO. 5

CREATION OF SECURITY ON THE PROPERTIES OF THE COMPANY IN FAVOUR OF THE LENDERS

On the basis of Scrutinizer Report, result of remote e-voting as well as voting during the Annual General Meeting for the said item were as under:-

Resolution No. 5
Resolution Required: (Special)				CREATION OF SECURITY ON THE PROPERTIES OF THE COMPANY IN FAVOUR OF THE LENDERS
Whether promoter/ promoter group are interested inthe agenda/resolution?			No
Mode ofCategoryVoting		No. ofsharesheld	No. ofvotespolled	% of VotesPolled onoutstandingshares	No. ofVotes-infavour	No. ofVotes-Against	% of Votes infavour on votespolled	% of Votesagainst on votespolled
		$[1]$	$[2]$	$[3] = { [2] / [1] }^* 100$	[4]	[5]	$[6] = { [4] / [2] } * 100$	$[7] = {[5]/[2]}$ *100
	E-Voting		2964250	14.0743	2964250	O	100,0000	0.0000
Promoter and Promoter during AGM	E-Voting	21061477	18097227	85.9257	18097227	$\Omega$	100,0000	0.0000
Group	Postal Ballot		$\Omega$	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
	Total		21061477	100.0000	21061477	$\bf{0}$	100,0000	0.0000
	E-Voting		O	0.0000	$\Omega$	0	0.0000	0.0000
Public Institutions	E-Votingduring AGM	75500	$\circ$	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
	Postal Ballot		$\Omega$	0.0000	$\circ$	$\overline{0}$	0.0000	0.0000
	Total		$\Omega$	0.0000	$\bf{0}$	$\Omega$	0.0000	0.0000
	E-Voting		7530	0.0596	7030	500	93.3599	6.6401
Public Non Institutions	E-Votingduring AGM	12643023	41845	0.3310	41845	0	100.0000	0.0000
	Postal Ballot		$\theta$	0.0000	$\circ$	$\Omega$	0.0000	0.0000
	Total		49375	0.3906	48875	500	98.9873	1.0127
Total		33780000	21110852	62.4951	21110352	500	99.9976	0.0024

Note: Poll has not taken up in Annual General Meeting ("AGM") as AGM was held through Video Conferencing/Other Audio Visual Means ("VC/OAVM") Facility.

Details of Invalid Votes
Category	No. of Votes
Promoter and PromoterGroup	o
Public Insitutions
Public - Non Insitutions

$18P$

CHAIRMAN'S INITIALS

The item was approved with requisite majority and the following resolutions were passed as Special Resolution:

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to the 'provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force), the rules notified thereunder, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, the consent of the Company be and is hereby accorded for creation of such mortgages, charges and hypothecations as may be necessary, in addition to the existing charges, mortgages and hypothecation created by the Company and to transfer, sell or dispose of all or any part of the moveable or immovable properties of the Company, wherever situated, both present and future, in such manner as the Board may deem fit, in favour of financial institutions, investment institutions, banks, mutual funds, trusts, other bodies corporate (hereinafter referred to as the "Lending Agencies") and Trustees for the holders of debentureslbonds and/or other instruments to secure borrowings of the Company availed / to be availed by way of rupee term loans/foreign currency loans, debentures, bonds and other instruments provided that the total amount of such loanslborrowings shall not exceed at any time the limits approved under section 180(1)(c) of the ompanies Act, 2013.

SOLVED FURTHER THAT for the purpose of giving effect to this resolution, the oard of Directors be and is hereby authorised to negotiate and decide terms and onditions of security, finalise and execute all deeds, documents and writings as may be ecessary, desirable or expedient, settle any question, difficulty or doubt that may arise in his regard, do all such acts, deeds, matters and things, as it may, in its absolute discretion eem necessary, proper or desirable and to delegate all or any of these powers to any ommittee of Directors or Managing Director or Director or any other officer of the ompany or any other person.

SOLVED FURTHER THAT a certify true copy of the resolution may be given to he concerned departrnent(s)/authority(ies)/party(ies) etc."

184

ITEM NO. 6

GIVING OF LOANS/ GUARANTEES, PROVIDING OF SECURITIES AND MAKING OF INVESTMENTS IN SECURITIES

On the basis of Scrutinizer Report, result of remote e-voting as well as voting during the Annual General Meeting for the said item were as under:-

Resolution No. 6
Resolution Required : (Special)			SECURITIES	GIVING OF LOANS/ GUARANTEES, PROVIDING OF SECURITIES AND MAKING OF INVESTMENTS IN
Whether promoter/ promoter group are interested inthe agenda/resolution?			No
Category	Mode ofVoting	No. ofsharesheld$[1]$	No. ofvotespolled$[2]$	% of VotesPolled onoutstandingshares$[3] = { [2] / [1] }$ *100	No. of$Votes - in$favour$[4]$	No. ofVotes-Against[5]	% of Votes infavour on votespolled$[6] = { [4] / [2] }$ *100	% of Votesagainst on votespolled$[7] = {[5]/[2]}$ *100
	E-Voting		2964250	14.0743	2964250	$\Omega$	100,0000	0.0000
Promoter and Promoter	E-Votingduring AGM	21061477	18097227	85.9257	18097227	$\Omega$	100,0000	0.0000
Group	Postal Ballot		O	0.0000	O	$\Omega$	0.0000	0.0000
	Total		21061477	100,0000	21061477	0	100,0000	0.0000
	E-Voting		O	0.0000	$\Omega$	Ωl	0.0000	0.0000
Public Institutions	E-Votingduring AGM	75500	$\Omega$	0.0000	$\Omega$	0	0.0000	0.0000
	Postal Ballot		$\Omega$	0.0000	$\Omega$	$\theta$	0.0000	0.0000
	Total		o	0.0000	$\Omega$	O	0.0000	0.0000
	E-Voting		7530	0.0596	7030	500	93.3599	6.6401
Public Non Institutions	E-Votingduring AGM	12643023	41845	0.3310	41845	0	100,0000	0.0000
	Postal Ballot		O	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
	Total		49375	0.3906	48875	500	98.9873	1.0127
Total		33780000	21110852	62.4951	21110352	500	99.9976	0.0024
	Whether resolution is Pass or Not

Note: Poll has not taken up in Annual General Meeting ("AGM") as AGM was held through Video Conferencing/Other Audio Visual Means ("VC/OAVM") Facility.

Details of Invalid Votes
Category	No. of Votes
Promoter and PromoterGroup	0
Public Insitutions
Public - Non Insitutions

The item was approved with requisite majority and the following resolutions were passed as Special Resolution:

"RESOLVED BY WAY OF SPECIAL RESOLUTION THAT pursuant to Section 186 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 as may be amended, from time to time and Articles of Association of the Company, approval of the shareholders of the Company be and is hereby given to the Board of Directors for:-

i) giving any loan to any person or other body corporate,

ii) giving any guarantee or providing security in connection with a loan to any other body corporate or person and/ or

CHAIRMAN'S INITIALS $N'S$

$190$

iii) acquiring whether by way of subscription, purchase or otherwise, the securities of any other body corporate

up to an amount, the aggregate outstanding of which should not exceed, at any given time, Rs. 50 crores which shall be over and above the limits as specified in Section 186(2) of the Companies Act, 2013 and the aggregate outstanding amount of loans/ . guarantees/ securities given / provided to wholly owned subsidiary companies and / or joint venture companies and investments made in wholly owned subsidiary companies, from time to time.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized to negotiate and decide, from time to time, terms and conditions, execute necessary documents, papers, agreements etc. for investments to be made, loans / guarantees to be given and securities to be provided to any person and / or any body corporate, do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable, settle any question, difficulty or doubt that may arise in this regard and to delegate all or any of these powers to any Committee of Directors or Managing Director or Director or Officer of the Company or any other person.

RESOL VED FURTHER THAT a certify true copy of the resolution may be given to the concerned department( s)/authority(ies )/party(ies) etc."

....•CHAIRMAN'S C INITIALS

ITEM NO. 7

RE-APPOINTMENT OF MRS. PAYAL JAIN AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR THE FURTHER PERIOD OF 5 YEARS WITH EFFECT FROM 10.08.2021

On the basis of Scrutinizer Report, result of remote e-voting as well as voting during the Annual General Meeting for the said item were as under:-

Resolution No. 7
Resolution Required: (Special)		RE-APPOINTMENT OF MRS. PAYAL JAIN AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR THEFURTHER PERIOD OF 5 YEARS WITH EFFECT FROM 10.08.2021
Whether promoter/ promoter group are interested inthe agenda/resolution?			No
Category	Mode ofVoting	No. ofsharesheld	No. ofvotespolled	% of VotesPolled onoutstandingshares	No. of$Votes - in$favour	No. ofVotes-Against	% of Votes infavour on votespolled	% of Votesagainst on votespolled
		$[1]$	[2]	$[3] = {[2]/[1]}$ *100	[4]	[5]	$[6] = { [4] / [2] } * 100$	$[7] = {[5]/[2]} * 100$
Promoter andPromoter Group	E-Voting	21061477	2964250	14.0743	2964250	$\Omega$	100.0000	0.0000
	E-Votingduring AGM		18097227	85,9257	18097227	$\Omega$	100,0000	0.0000
	PostalBallot		$\Omega$	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
	Total		21061477	100,0000	21061477	$\bf{0}$	100.0000	0.0000
Public Institutions	E-Voting	75500	$\overline{0}$	0.0000	0	$\Omega$	0.0000	0.0000
	E-Votingduring AGM		0	0.0000	$\circ$	$\Omega$	0.0000	0.0000
	PostalBallot		0	0.0000	0	$\mathbf{0}$	0.0000	0.0000
	Total		$\mathbf 0$	0.0000	$\bf{0}$	$\Omega$	0.0000	0.0000
Public Non Institutions	E-Voting	12643023	7530	0.0596	7030	500	93.3599	6.6401
	E-Votingduring AGM		41845	0.3310	41845	$\Omega$	100.0000	0.0000
	PostalBallot		$\circ$	0.0000	$\Omega$	$\Omega$	0.0000	0.0000
	Total		49375	0.3906	48875	500	98,9873	1.0127
Total		33780000	21110852	62.4951	21110352	500	99.9976	0.0024
	Whether resolution is Pass or Not						Yes

Note: Poll has not taken up in Annual General Meeting ("AGM") as AGM was held through Video Conferencing/Other Audio Visual Means

Details of Invalid Votes
Category	No. of Votes
Promoter and
Promoter Group
Public Insitutions
Public - Non Insitutions

The item was approved with requisite majority and the following resolutions were passed as Special Resolution:

"RESOLVED THAT on the recommendations of Nomination and Remuneration Committee, Audit Committee and Board of Directors and pursuant to the requirements of provisions of Section 149,150, 152, 160, 161 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-

CHAIRMAN'S MAN'S INITIALS IALS 192 $\overline{2}$

enactment thereof for the time being in force) and Listing Obligations and Disclosure Requirements) Regulations, 2015 and Articles of Association of the Company, Mrs. Payal Jain be and is hereby re-appointed as a Director (Non- Executive & Independent), not liable to retire by rotation, with effect from 10.08.2021 and willhold office of Director, for 5 (Five) consecutive years from the date of appointment."

ate of Entry: I ~ 110 l!l.e.2 J ate of Signing: IfI10 IU2.1 lace: New Delhi

CHAIRMAN'S INITIALS