Gulshan Polyols Limited CIN : 124231 UP20O0PLCO3491 8 Corporate Ofllce: G-81, preet Vihar Delhi-110092. lndia Phone : +91 1149999200 Far : +91 11 49999202 E-mail i [email protected] Website: www.gulshanindia.com

GPL\SEC\2021.22 September 20, 2021

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai Maharashtra - 400001

National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, 'G' Block, Bandra Kurla Complex, Bandra (E), Mumbai Maharashtra - 400001

Scrip Code: 532457

SYMBOL: GULPOLY

Dear S ir/.lVla'am,

sub: Update on scrutinizer's Report for the voting (remote e-voting and voting by polling paper at the venue) held for the meeting of equity shareholders, unsecured creditors and secured creditors of Gulshan Polyols Limited as direclr,d vide Order dated July 14,2021 passed by the Hon'ble National Company Law Tribunal, Allahabad Bench ("Tribunat') (..Tribunal Order,').
$[: Scheme of Amalgamation of Gulshan Holdings Private Limited (..Transferor Company No. 1") and East Delhi Importers & Exporters Private Limited ('Transferor company No, 2") with oulshan Polyols Limited ("Transferee Company" or "Company',) and their respective shareholders and creditors ("Scheme").

This is in continuation to our letter dated September 19,2021, we would like to inform that the meeting of the equity shareholders, unsecured creditors and secured creditors ofthe Company was held and convened on Saturday, September 18,2021 at The Solitaire INN Hotel,6 Mile Stone, Meerut Road, Nstional Highway 58, Muzaffarnagrr, Uttsr Pradesh-251002 in the manner given below:

Meeting of Equity Shareholders	12:00 P.M. IST
Meeting of Unsecured Creditors	l:00 P.M. IST
Meeting of Secured Creditors	2:00 P.M. IST

The aforementioned meetings were held to obtain the approval of the equity shareholders, unsecured creditors and secured creditors ofthe Company with respect to the Scheme.

We enclose herewith the following in connection with the aforementioned meetings pursuant to the Tribunal Order:

l. Report ofthe Scrutinizer dated September 18,2021 (received on September 19,2021)with respect to the Tribunal convened meeting ofthe equity shareholders as "Annexure I";
1. Report ofthe Scrutinizer dated September 18,2021 (received on September lg, 2021) with respect to the Tribunal convened meeting of the equity shareholders covering public shareholders (excluding promoters and promoter group) as "Annexure II";
1. Report ofthe Scrutinizer dated September 18,2021 (received on September 19, 2021) with respect to the Tribunal convened meeting ofthe unsecured creditors as..Annexure III,,;
1. Report ofthe Scrutinizer dated September 18, 2021 (received on September 19, 2021) with respect to the Tribunal convened meeting of the secured creditors as,,Annexure I1I,; and
1. Voting results in the format prescribed under Regulation 44 ofthe SEBI Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the Tribunal Convened meeting ofequity shareholders as.,Annexure V,,.

This is for your information and records.

Yours faithfully, For, GULSHAN POLYOLS LIMITED

Enclosures: As stated above.

Annexure I

S.K. Gupta & Co. ComPanY Sesctaries 9. Roland ComPlex UPPer Flot. 37 / t1 Westcott Building, The Mall. KanPul-20E00 I Tel€fax: (0512) 23 15123 Cell:9415042137

E-mail :sk suptal @r€diffmail.com

CONSOLIDATED SCRUTNIZER'S REPORT

To.

S. K.

Shri Rajeev Goel, Advocate

GUPTA t.("s.

Chairman appointed for the Meeting of the Equity Shareholders ot Gulshan Polyols Limited (ClN:L24231UP2OO0PLCO34918) convened by the National Company Law Tribunal, Allahabad Bench pursuant to order dated 14th July' 202'l passed in Company Application No. CA (CM) No 09 / ALD of 2021

onal unal atl 'l H

Dear Sir,

l, Shashi Kant Gupta, Practicing Company Secretary (Nilembership No' FCS 2589) was appointed by the Hon'ble National Company Law Tribunal, Allahabad Bench vide its order dated 14th July, 2021 passed in company Application No' cA (CM) No. 09 / ALD of 2021 as Scrutinizer for the purpose of conducting remote evoting and poll at the venue of the Meeting of the Equity Shareholders of the Company held on Saturday, 18th September, 2021 at 12.OO P'M at Solitaire INN Hotel, 6 Mile Stone, Meerut Road, National Highway 58, Muzatfamagar-251OO2,Uttar Pradesh, pursuant to the provisions of the Companies Act, 2013 (the 'Act') read with applicable Rules made thereunder and Regulation 44 of the

S.K. Gupta & Co. Company Secretaries Upper Floor.37117 Westcott BuildinS, 1he Mall. KanpuF20800l Telefax: (0512) 23I5123 Cell:9415042137 E-mail :sk f [email protected]

Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 on the resolution seeking approval of the Equity Shareholders to the Scheme of Amalgamation between Gulshan Holdings Private Limited ("Transferor Company No. 1') and East Delhi lmporters & Exporters Private Limited ('Transferor Company No.2") with Gulshan Polyols Limited ('Transferee Company" or "Company") and Jheir respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 in terms of the Notice dated 14th August, 202'l convening the Meeting'

I do hereby submit my report as under:-

1. The Company had appointed National Securities Depository Limited ("NSDL") as the Agency for providing the e-voting platform to the Equity Shareholders of the ComPanY.
1. The Management of the company is responsible lor ensuring compliance with the requirements of the Companies Act, 2013 and the Rules made there under and the Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to voting done through e-voting and voting conducted through poll at the venue of the Meeting on the resolution contained in the Notice of the Meeting'
1. The Cut-off Date was '1'1th September, 2021 lot lhe purpose of deciding the Equity Shareholders entitled to vote through remote e-voting and voting conducted through poll at the venue of the Meeting by the Equity Shareholders on the resolution seeking their approval

S.K. Gupta & Co. Company Secretaries 9. Roland Complex UPPer Floor,37l17 Westcoit Buildins, the Mall. Kanpur-208001 T€lefax: (0512) 2315123 C€ll:9415042137 E-ma;l :sk-ruput @r€diffmail.com

1. The voting by the Equity Shareholders through the e-voting commenced at 9.(}o A.M. (lST) on wednesday, l5th september, 2o2l and has closed at 5.OO P.M. (lST) on Friday, 17th September,2021'
1. Our responsibility as a Scrutinizer ,or the voting process (through e-voting and voting conducted through poll at the venue of the Meeting) is restricted to scrutinize the e-voting process and voting conducted through poll at the venue of the meeting in a fair and transparent manner and to prepare a Consolidated Scrutinizer's Report of the votes cast in favour or against the resolution stated in the Notice, based on the reports generated from the e-voting system provided by NSDL and voting conducted through poll at the venue oI the Meeting.
1. The Company has, on the basis of the Register ot Members and the list of beneficiary owners made available by the Oepositories, completed the dispatch of the Notice of the Meeting along with the relevant annexures refened thereto, proxy form, attendance slip etc. to the Equity Shareholders of the Company (holding the Equity shares as on 31st March,2021) by 14th August,2o21 and also published an advertisement in this regard in'Financial Express'English Newspapers and translation thereof in Hindi in'Jansatta'on 14rh August, 2021 having wide circulation in the State of Uttar Pradesh where the Registered Office of the Transferee Company is situated'
The e-voting module P.M. (lST) on Friday, was disabled and blocked by NSDL for voting on 5'00 lTth September , 2021. 7.
1. on Saturday, '18th September, 2021, al lhe venue of the NCLT convened Meeting, at the end of the discussions, the Chairman appointed for the Equity Shareholders' Meeting directed for conducting the voting through poll tor the

S. K. GUPTA f.c.s.

S.K' Gupta & Co' Company Secretaries 9, Roland Complex UpPe. Fl@r, 37117 Westcott BuildinS, Th€ Mall, KanpuF20800l Telefar (0512) 2315123 Cell:941504213? E-mail:skjupt l@red;fmail com

Equity Shareholders who were present at the meeting but who had not cast their vote earlier through the e-voting module of NDSL.

1. On completion of the voting at the NCLT convened Meeting, NSDL provided to me the list of Shareholders who had cast their votes through e-voting, their holding details and the details of the votes cast on the Resolution'
'10. I also counted the votes cast at the venue of the Meeting' The votes cast through poll conducted at the venue ol the Meeting were reconciled with the records maintained by the Company and the authorizations / proxies lodged with the Company.
1'1. lthen unblocked the votes cast through the e-voting module of NSDL in the presence of two witnesses vizi Mr' Ankit Kumar Singh and Mr' Shivam Gera who are not in employment of the Company.
12.The consolidated result of the voting on the resolution through remote evoting and voting conducted through Poll at the venue of the Meet'ng seeking approval of the Equity Shareholders (including Promoters and Promoter Group) of the Company to the Scheme of Amalgamation is as under:-

RESOLUTION

"RESOLVED THAT pursuant to the provisions of Section 230 read with section 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013, the rules, circulars, and notifications made thereunder (including any statutory modification or re-enactment thereoD as may be applicable, the Securities

S. K. GUPTA F.C.S.

-_-.-.-.-.--.-..

---."':--5 ,----

S.K. Gupta & Co. Company Secreiaries 9, Roland Complex Upp€r Floo..37l17 weslcoit Building, The Mall. Kanp!r-20800 I Telefaxr (0512) 2315123 Celli 9415042137 E'mail isk guphl@rediffmail com

Exchange Board of lndia Circular No C FOtOl.glClRt2OlT l2l dated N4arch 10' 2017' the observation letters issued by BSE Limited vide letter dated Febttary 01' 2021 and the National Stock Exchange of lndia Limited vide letter dated January 29 2021 respectively and subiect to provisions of the Memorandum and Articles of Association of the company and subject to approval of the Hon'ble National Company Law Tribunal, Allahabad Bench ('NCLT') and subject to such other approvals, permissions and sanctions ol regulatory and other authorities' as may be necessary and subiect to such conditions and modifications as may be prescribed or imposed by the Hon'ble NCLT or by any regulatory or other authorities' while granting such consents, approvals and permissions which may be agreed to by the Board of Directors ol the Company (hereinafter referred to as the 'Board" which term Shalldeemedtomeanandincludeoneormorecommittee(S)constituted/tobe constituted by the Board or any other person authorized by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Amalgamation of Gulshan Holdings Private Limited and East Delhi lmporters & Exporters Private Limited with Gulshan Polyols Limited and their respective Shareholders and creditors ('scheme'), be and is hereby approved'

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts. deeds, matters and things, as it may, in its absolute discretion deem requisite' desirable, appropriate or necessary to give effect to this resolution and effectively implement the amalgamation embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper''

S.IC Gupta & Co. ComPanY S€crclaries 9. Roland Complex UpP€r Floor,l?/17 Westcott Buitding, The Mall, Kanpur20800 I Telefaxr (0512) 2315123 Cell:9415042137 E-mail :skjuptal@rediffmail com

If the i,leetinq oI Eouitv Shareholders (includino Promoters and Promoter Grouo| of Gulshan Polvols Limited ("Transferee ComoanY")

A. VOTES IN FAVOUR OF THE RESOLUTION

MannerofVoting	Number of EquityShareholdersvoted	Number ol votescast by EquityShareholders	oiYototalnumber of votescast
Remote e-voting	'1 51	3,29,42,038	98.60
Ballot Paper atthe Meeting	44	4,25,644	1.27
Total	't 95	3,33,67,682	99.87

B- VOTES AGAINST THE RESOLUTION

MannerofVoting	Number of EquityShareholdersvoted	Number oI votescast by EquityShareholders	o/o oitotalnumber of votescast
Remote e-voting
Ballot Paperthe Meeting

S.K. Gupta & Co. ComPanY Secretaries 9. Roland Complex UPPer Floor.37l17 weslcolt Building. The Mall, Kanpur-208001 Tel€fax: (0512) 2315123 Cellr94l5042l37 E-mail :sk-guptal @rcdifimail com

1. The combined list of Equity Shareholders who voted .FOR / AGAINST" ihe above resolution through remote e-voting and Poll conducted at the venue of the Meeting, is handed over to the Chairman appointed for the meeting'
1. All relevant records of the voting conducted through remote e-voting and poll conducted at the venue of the Meeting, were handed over to Ms Asha Miftal' Company Secretary of the Company for safe keeping'
The resolution is passed with requisite maiority of fourths in value of the Equity Shareholders of the persons representing three-Company voting through (i) 15. Remote e-voting system or (ii) Ballot / Polling papers at the venue of the Meeting' who have cast their votes on the resolution'

(SHASHI KANT GUPTA) Scrutinizer Practicing ComPanY Secretary F.C.S 2589 CP No. 1920 UDIN: F002589C000966046

Place: Muzaffarnagar Date: 18.09.2021

Annexure II

S. K. GUPTA F,C,S,

S.K. GuPta & Co' ComPanY Secretarics 9. Roland Complex UPPer Floor.37l17 westcott BuildinS. The Mall. Kanpur-208001 Telefaxr (0512) 2315123 Cell:9415042137 E-mail :sk-guptal@rediffmait com

lPur3uant to SEBI Circular No. CFD / DIL 3 / CIR t 2017 l2l dated 'loth March' 20171

To,

Shri Rajeev Goel, Advocate

Chairman appointed lor the Meeting of the Equity Shareholders ol Gulahan Polyols Limited (ClN:L24231UP2OOoPLC034918) convened by the National Company Law Tribunal, Allahabad Bench pursuant to Order dated 14lh July ' 2021 passed in Company Application No. CA (CAA) No 09l ALO o12021

h tm ned ab td Mil Po nal 2017 / 21 dated 1oth March.20l7.

Dear Sir,

------: :----=-'-E

l, Shashi Kant Gupta, Practicing Company Secretary (lilembership No FCS 2589) was appointed by the Hon'ble National Company Law Tribunal' Allahabad Bench vide its Order dated 14th July, 2021 passed in company Application No cA (CAA) No. Og / ALD of 2021 as Scrutinizer for the purpose of conducting remote evoting and poll at the venue of the Meeting of the Equity Shareholders of the Company held on Saturday, 18th September, 2021 at 12'OO P M' at Solitaire INN

S.K. Gupta & Co. Compan) SecreEies 9. Roland Complex Upp€r Floor.3?/17 weslcott Building, The Mall. Kanpur-208001 Telefax: (0512) 2315123 CeU:9415042137 E"mail rsk guPtal(4rcdiffmail.com

Hotel, 6 Mile Stone, Meerut Road, National Highway 58' Muzaffarnagar-251OO2,Uttar Pradesh' pursuant to the provisions of the Companies Act' 2013 (the 'Act') read with applicable Rules made thereunder and Regulation 44 of the Securities and Exchange Board ot lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No CFD ' DIL 3l CIR 12017 121 dated loth March, 2017 issued by the Securities and Exchange Board of lndia ('SEBI Circula/) on the resolution seeking approval of the Equity Shareholders to the Scheme of Amalgamation between Gulshan Holdings Private Limited ("Transferor Company No. 1") and East Delhi lmporters & Exporters Private Limited ("Transferor company No 2') with Gulshan Polyols Limited ("Transferee company' or "Company') and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act' 2013 in terms of the Notice dated '14rh Augus,2O21 convening the Meeting'

Ido hereby submit my report as under:-

1. The Company had appointed National Securities Depository Limited ('NSDL') as the Agency for providing the e-voting platform to the Equity Shareholders of the CompanY.
1. The Management of the Company is responsible tor ensuring compliance v'/ith the requirements of the Companies Act, 2013 and the Rules made there underandtheSecuritiesandExchangeBoardoflndia(Listingobligations and Disclosure Requirements) Regulations' 2015 relating to voting done through e-voting and voting conducted through poll at the venue of the Meeting on the resolution contained in the Notice of the Meeting'
1. The Cut-off Date was Equity Shareholders 11th September, 2021 for the purpose of deciding the entitled to vote through remote e-voting and voting

S.K' GuPta & Co' ComPanY Secr€taries 9. Roland ComPlex UPPer Floor,37117 westcou Building, The Mall. Kanbur-208001 rel;fax: {0512) 2115123 Cell:9415042137 E-mail :sk-Euptal @redifimail com

conducted through poll at the venue of the Meeting by the Equity Shareholders on the resolution seeking their approval'

1. The voting by the Equity Shareholders through the e-voting commenced at 9.OO A.M. 0ST) on W€dnesday, 15th Soptember' 2021 and has closed at 5.00 P.M' (lST) on Friday,'l7th Septembor' 2021'
1. Our responsibility as a Scrutinizer for the voting process (through e-voting and voting conducted through poll at the venue of the Meeting) is restrjcted to scrutinize the e-voting process and voting conducted through poll at the venue of the meeting in a fair and transparent manner and to prepare a Consolidated Scrutinizeas Report of the votes cast in favour or against the resolution stated in the Notice, based on the reports generated lrom the e-voting system provided by NSDL and voting conducted through poll at the venue of the Meeting.
1. The Company has, on the basis o' the Register of Members and the list of beneliciary owners made available by the Depositories' completed the dispatch of the Notice ol the Meeting along with the relevant annexures referred thereto, proxy form, attendance slip etc to the Equity Shareholders of the Company (holding the Equity shares as on 31st March' 2021) by l4rh August,2o21 and also published an advertisement in this regard in'Financial Express' English Newspapers and translation thereof in Hindi in 'Jansatta" on 14th August,2o21 having wide circulation in the State of Uttar Pradesh where the Registered Office of the Transferee Company is situated
1. The e-voting module was disabled and blocked by NSDL for voting on 5'00 P.M. (lST) on Friday, lTth September,2021'

S. K. GUPTA F.C.S.

S.K. GuPta & Co. CompanY S€cretaries 9, Roland Complex Upp€r Floor,3?/l? wesrcott Building' The Mall, KanDur20800l Tcl;rhr: r05l2r 2l l5l2l Cell:9415042137 E-mail :sk-gupta l @rediffmail com

On Saturday, 18th September, 2021' at the venue of the NCLT convened Meeting,attheendofthediscussions'thechairmanappointedfortheEquity Shareholders' Meeting directed for conducting the voting through poll for the Equity Shareholders who were present at the meeting but who had not cast their vote earlier through the e-voting module of NDSL'

On completion of the voting at the NCLT convened Meeting' NSDL provided to me the list oI Shareholders who had cast their votes through e-voting' their holding details and the details of the votes cast on the Resolution' 9.

Ialso counted the votes cast at the venue ol the Meeting The votes cast through poll conducted at the venue of the Meeting were reconciled with the records maintained by the Company and the authorizations / proxies lodged with the ComPanY. 10.
I then unblocked the votes cast through the e-voting module of NSDL in the presence of two witnesses viz; Mr' Ankit Kumar Singh and Mr' Shivam Gera who are not in employment of the Company' 11.
12,The consolidated result of the voting on the resolution through remote evoting and voting conducted through Poll at the venue of the Meeting by the Public Shareholders (excluding Promoters and Promoter Group) of the Company to the Scheme ol Amalgamation in terms of SEBI Circular No CFD /DlL3/ClR/2017/21 dated loth March' 2017 is as under:-

RESOLUTION

,REsoLvEDTHATpursuanttotheprovisionsofSection23oreadwithsection232 ofthecompaniesAct,20l3readwiththecompanies(compromises,Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies G-

S. K. GUPTA F.C,S.

S.K. Gupta & Co. Company Secretaries 9. Roland ComPlex Upper Floor.37117 westcott Building, The Mall. Kanpur-208001 Teletax: (0512) 2315123 , .". j:li:,ti:,'l,i.*', "".

Act, 2013, the rules, circulars, and notifications made thereunder (including any statutory modification or re-enactment thereo0 as may be applicable' the Securities Exchange Board of lndia Circular No C FAtr,lL3lClRt2olT t21 dated March 10' 2017' theobservationlettersissuedbyBsELimitedvideletterdatedFebruaryol'2021 and the National Stock Exchange of lndia Limited vide letter dated January 29' 2021 respectively and subject to provisions of the Memorandum and Articles o' Association of the Company and subiect to approval of the Hon'ble National Company Law Tribunal, Allahabad Bench ('NCLT') and subject to such other approvals, permissions and sanctions of regulatory and other authorities' as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by the Hon'ble NCLT or by any regulatory or other authorities' while granting such consents, approvals and permissions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the 'Board" which term shall deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorized by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Amalgamation of Gulshan Holdings Private Limited and East Delhi lmporters & Exporters Private Limited with Gulshan Polyols Limited and their respective Shareholders and creditors ('scheme'), be and is hereby approved

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite' desirable, appropriate or necessary to give effect to this resolution and effectively implement the amalgamation embodied in the Scheme and to accept such modifications, amendments' limitations and/or conditions' if any' which may be required and/or imposed by the Hon'ble NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law' or as may be required for the purpose of resolving any doubts or ditficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper'"

S.K. Gupta & Co. Company Secreiaries 9. Roland ComPlex UPP€i Floor,3717 w€slcott BuildinS' The Nrall. KanPur-208001 Telelar. (0512,2115123 Cell:9415042137 E-mail :sk [email protected]

Result of the votinq conducted throuqh Remote e'voting qld Pgll qt lhe venue of-;- ;;;;;;Eblic EquitY shareholders (excludilq Prom-qters and ;;;6;E;;)of-GulshanPolvolsLimited('Transf ereecomDanv")

A- VOTES IN FAVOUR OF THE RESOLUTION

ofMannerVoting	Number of PublicShareholdersvoted	Number of votesPublicbycastShareholders	totalof$\frac{0}{0}$number of votescast
Remote e-voting	140	9,43,600	66.87
PollingBallottheatPaperMeeting	44	4,25,644	30.17
Total	184	13,69,244	97.04

B. VOTES AGAINST THE RESOLUTION

ofMannerVoting	Number of PublicShareholdersvoted	Number of votesPublicbycastShareholders	total$\frac{0}{0}$ofnumber of votescast
Remote e-voting	12	41,790	2.96
PollingBallotthePaperatMeeting	×		$\overline{\phantom{a}}$

S. K. GUPTA F('S,

S.K' GuPta & Co'

ComPanY Secreta es 9, Roland Compl€x UPP€i Floor.37l17 Weslcott Building, The Mall, Kanpur'2o8001 T€lefax: (0512) 2315123 CeU:9415042137

E-mail :[email protected]

41,790

'13. The combined list of Public Equity Shareholders who voted'FOR / AGAINST" the above resolution through remote e-voting and poll conducted at the venue of the Meeting is handed over to the Chairman appointed for the Meeting'
1. All the relevant records of the voting conducted through remote e-voting and poll at the venue of the Meeting were handed over to Ms' Asha Mittal Company Secretary of the Company for sale keeping'
'15. The resolution is passed with requisite majority in terms of the observation letters of BSE dated 1st February,2o21 and NSE dated 29th January ' 2021 respectively and SEBI Circular No CFD / DIL 3 / CIR I 2017 I 21 dated 10th March, 2017, as the votes cast by the public shareholders in favour of the resolution are more than the number of votes cast by public shareholders against it .

Thanking you, Yours Faithlullv. -------:---.

Scrutinizer Practicing ComPanY Secretary F.C.S 2589 CP No. 1920 UDIN: F002589C000966046

Place: Muzaffarnagar Date: 18.09.2021

Annexure III

S. K. GUPTA F,C.S,

S.K' GuPtr & Co. ComPanY Secretaries 9, Roland Compl€x UPP€r Floor,37l17 Westcott Building, Th€ Mall. KanPUr-208001 Telefax: (0512) 2315123 C€ll:9415042117 E-mail :sk3uptal @rediffmail corn

SCRUTINIZER'S REPORT

To,

Shri Rajeev Goel, Advocate

Chairman appointed for the Meeting of the Unsecured Cr€ditors ol Gulshan Polyols Limited (ClN:L24231UP2O0OPLCO34918) convened by the National Company Law Tribunal, Allahabad Bench pursuant to Order dated '14th July' 2021 passed in Company Application No CA (CAA) No 09 / ALD of 2021

Uns itors ned al onP Lim ond held 1 relerred to as " the Meetinq") September. 2O2l at'l.OO P.M. (lSTl at Solitaire INN Hotel 6 Mile Stone' Meerut Road. National Hiohwav 58. Muzatfarnaoar-2s1OO2 Uttar Pradesh (hereinafter

Dear Sir,

l, Shashi Kant Gupta, Practicing Company Secretary (Membership No FCS 2589) was appointed by the Hon'ble National Company Lav'/ Tribunal' Allahabad Benchvideitsorderdatedl4thJuly,2o2lpassedincompanyApplicationNo.cA (CM) No. 09 / ALD of 2021 as Scrutinizer for the purpose of conducting Poll at the venueoftheMeetingoftheUnsecuredcreditorsofthecompanyheldonSaturday' 18th September, 2021 at 1 Oo P M. (lST) at Solitaire INN Hotel' 6 Mile Stone' Meerut Road, National Highway 58, Muzaffarnagar-25'1002, Uttar Pradesh' pursuant to the provisions of the Companies Act, 2013 (the 'Act') read with the applicable Rules made thereunder on the resolution seeking approval of the Unsecured Creditors to

S.K. Gupta & Co' Company Secr€taries Upper t_loor.3?/l? The Mall-Kanpur-208001 T€lefax; (0512) 2315123 C€ll:9415042137 E-mail :sk guPtal@rdiffmril com

ttre Scheme of Amalgamation between Gulshan Holdings Private Limited ('Transferor Company No 1") and East Delhi lmporters & Exporters Private Limited ('Transferor Company No. 2') with Gulshan Polyols Limited ('Transferee Company' or'Company') and their respective Shareholders and Creditors under Sections 230 lo 232 and other applicable provisions of the Companies Act' 2013 in terms of the Notice dated 14th August, 2021 convening the Meeting'

Ido hereby submit my report as under -

S. K. GUPTA

F,C.S,

1. The Management of the Company is responsible for ensuring compliance with the requirements of the Companies Act' 2013 and the Rules made there under relating to voting conducted through Poll at the venue of the Meeting on the resolution contained in the Notice of the Meeting'
1. The Cut-off Date was 31st March, 202'l tor the purpose ot deciding the Unsecured Creditors entitled to vote conducted through Poll at the venue of the Meeting by the Unsecured Creditors on the resolution seeking their approval.
1. My responsibility as a Scrutinizer for the voting process conducted through PollatthevenueoftheMeetingisrestrictedtoscrutinizetheVotingconducted through Poll at the venue ol the meeting in a fair and transparent manner and to prepare a Scrutinizer's Report of the votes cast In favour or against the resolutionstatedintheNotice,basedonthevotingconductedthroughpollat the venue of the Meeting of Unsecured Creditors of the company'
1. The Company has, on the basis of the list of Unsecured Creditors made upto 3'lst March, 202'1, completed the dispatch of the Notice of the Meeting along withtheretevantannexuresreferredthereto,proxylorm,attendanceslipetc.

S,K. Gupta & Co. Company Sec.€taries 9, Roland Complex Upper Floor.l7117 Westcolt Building. 'l }e Mall. Kanpur-208001 Telefax: (05t2) 2315 t23 Cell:9415042137 E-mail :sk suplal14redifiinait.com

to the Unsecured Creditors of the Company on 14th August, 202.1 and atso published an advertisement in this regard in ,Financial Express, English Newspaper and in'Jansatta,, Hindi Newspaper on 14th August, 2O2j having wide circulation in the State of Uttar pradesh where the Registered Office of the Transferee Company is situated.

1. On Saturday, 18th September, 202j, at lhe venue of the NCLT convened Meeting, at the end of the discussions, the Chairman appointed for the Unsecured Creditors' Meeting directed for conducting the voting through poll for the Unsecured Creditors who were present at the meetjng.
The Ballot Box kept for polling was locked in my presence with due identification marks placed by me at the venue of the Meeting 6.
The Unsecured Creditors put in duly filled in Ballot papers in the locked Ballot box 7.
The locked ballot box was subsequenfly opened in my presence and ballot papers were diligently scrutinized. The ballot papers were reconciled with the records maintained by the Company and the authorizations / proxies lodged with the Company. 8.
L There were no ballot papers, which were incomplete and / or which were otheMise found defective.
Poll at the venue of of the Company to 10.The result of voting on the resolution conducted through the Meeting seeking approval of the Unsecured Creditors, the 'Scheme of Amalgamation, is as under:_

S.K. Gupta & Co. Company Secrelaries 9, Roland Complex Upp€r Floor,l7l17 Westcox Building, The Mall, Kanpur-208001 Telefa: (0512) 23 15123 Celli 94150"12117 E-mail :sk [email protected]

RESOLUTION

.-_.......-...-- E

"RESOLyED THAT pursuant to the provisiona of Section 230 read with section 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modiftcation or reenactment thereol as may be applicable, the Securities and Exchange Board of lndia Circular No. CFD / DtL 3 / CIR / 2017 / 21 dated March 10, 2017, the observation letters issued by BSE Limited vide letter dated February 01, 2021 and the National Stock Exchange of lndia Limited vide letter dated January 29, 2021 respectively and subject to provisions of the Memorandun and Atticles of Association of the Company and subject to approval of the Hon,ble National Company Law Tibunal, Altahabad Bench (,NCLr) and subject to such other approvals, permissions and sanctions ot regulatory and other authoities, as may be necessary and subject to such conditions and modifications as may be prescibed or imposed by the Hon'bte NCLT or by any regulatory or other authorities, while granting such consents, approvala and permissions which may be agreed to by the Board of Directors ol the Company (hereinafter refened to as the,Board,, which term shall deemed to mean and include one or more Comniftoe(s) constituted / to be constituted by the Board or any other person authorized by it exercise its powers inctuding the powers conferred by this Resotution), the arrangement enbodied in the Scheme of Amalgamation of Gulshan Holdings pivate Limited and East Dethi lmpofters & Expotlers private Limited with Gutshan polyols Limited and their respoctive Shareholders and creditots ('Scheme'), be and is hereby approved.

S.K. Gupta & Co. Company Secreta.ies 9, Roland Complex Upp€r Floor,37l7 Westcox Building, Tle Mall. Kanpur-208001 Tetefu: (0512) 2315123 Ce[r94lJC,42t]7 E"mail :[email protected]

RESOLVED FURTHER THAT the Board be and is hereby authotized to do all such acrs, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropiate or necessary to give effect to this resolution and etreetively implement the amalgamation embodied in the Scheme and to accept such moditications, amendments, limitations and/or conditions, if any, v,lhich may be required and/or inposed by the Hon,ble NCLT while sanctioning the anangemont embodied in the Scheme or by any authoities under law, or as may be required tor th€ purpose of resotving any doubts or ditriculties that may aise in giving effect to the Scheme, as the Board may deem fit and proper."

lesult of the votin eetinq of Unsecured Creditors of Gulshan polvols Limited (,,Transteree Companv,,)

Particulars	Votes cast infavour	Total
l. UnsecuredCreditoIs present inperaon
(a) Number	30	30
(b)Value of Debt (Rs.)	9,63,78,514	9,63,78,514

S.K. Gupta & Co.

Compsny Secretaries 9. Roland Complex Upper Floor. 37117 Weslcort Buitding. The Mall. Ka.pur-208001 Teleiax: (0512) 2315123 Celli94l5042B7 L-mail :sk 8up1al/4rediffmail.com

ll.Unsecured
Crodltors presont byproxy
(a) Number	4	4
(b) Value of Debt (Rs)	17,39,88,610	17,39,88,610
TOTAL(I + )
(a) Number	34	34
(b) Value ot DeOt 1R9	27 ,03,67 .124	27 ,03,67 ,124
% age to TotalVotes cast	100	100

1't. The Ballot papers and all other relevant records were handed over to Ms. Asha Mittal, Company Secretary of the Company, the person authorized by the Board ofthe Transferee Company for safe keeping.

S. K. GUPTA s.K. Gupta & co. FC.s ;:ilff11::.;"jilx' rppu l'l,or. ri l7 Wencou Building. The Mall. KanpuF20800l Telelax: (05121 2315123 Ce :9415042137 E-mail :sk_Bu pra l 4rediflmail.com

The resolution was passed with requisite majority of Unsecured Creditors representing three-fourths in value of the Unsecured debts of the Company on voting conducted through Poll at the venue of the Meeting, who have cast their votes on the resolution.

Thanking you, Yours Faithfully, (-.\ --= \l

:t-,2:-\ ./.

(SHASHI KANT GUPTA) Scrutinizer Practicing Company Secretary F.C.S 2589 CP No. '1920

Place: Muzaffarnagar Date: 18.09.2021

Annexure IV

S.K. Gupta & Co.

Compan) Secretaries 9. Roland Complex Upper Floor. 37/17 westcott Building, Thc Mal!. KanpuF20800l Teletaxi (0512) 2315123 Cell;9415042137 E-ddil :sk [email protected]

SCRUTINIZER'S REPORT

To,

Shri Rajeev Goel, Advocate

S. K. GUPTA

f.c.s.

Chairman appointed for the Meeting of the Secured Creditors of Gulshan Polyols Limited (ClN:L24231UP2000PLC034918) convened by the National Company Law Tribunal, Allahabad Bench pursuant to Order dated 14lh July, 2021 passed in Company Application No. CA (CAA) No. 09 / ALD of 2021

Report of the Scrutinizer on Poll conducted at the Meetinq of the Secured Creditors of Gulshan Polvols Limited ("the Companv"l convened bv the National companv Law Tribunal. Allahabad Bench ("NGLT") and held on Saturdav. 18th September. 2021 at 2.00 P.M. (lST) at Solitaire INN Hotel.6 Mile Stone, Meerut Road. National Hiqhwav 58. Muzaffarnaqar-251002.Uttar Pradesh (hereinafter referred to as "the Meetinq"l

Dear Sir,

l, Shashi Kant Gupta, Practicing Company Secretary (Membership No. FCS 2589) was appointed by the Hon'ble National Company Law Tribunal, Allahabad Bench vide its Order dated 14ll\ July,2021 passed in Company Application No. CA (CM) No. 09 / ALD ot 2021 as Scrutinizer for the purpose of conducting Poll at the venue of the Meeting ot the Secured Creditors of the Company held on Saturday, 18th September, 2021 at 2.00 P.M. (lST) at Solitaire INN Hotel, 6 Mile Stone, Meerut Road, National Highway 58, Muzaffarnagar-251002, Uttar Pradesh, pursuant to the provisions of the Companies Act, 2013 (the 'Act') read with applicable Rules made thereunder on the resolution seeking approval of the Secured Creditors to the Scheme of Amalgamation between Gulshan Holdings Private Limited ("Transferor

S.K. Gupi. & Co. Company Secretaries 9, Roland Compl€x Upp€r Floor.37/17 wesrcotr Building, Th€ Mall, Kanpur-208001 Telefax: (0512) 2315123 Cell:9415042137 E-mail sk aupla l @r€diffmail.com

Company No. 1') and East Delhi lmporters & Exporters Private Limited ("Transferor Company No. 2") with Gulshan Polyols Limited ("Transferee Company" or "Company") and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 in terms of the Notice dated 14th August, 2021 convening the Meeting.

I do hereby submit my report as under-

1. The Management of the Company is responsible for ensuring compliance with the requirements of the Companies Act, 2013 and the Rules made there under relating to voting conducted through Poll at the venue of the Meeting on the resolution conlained in the Notice of the Meeting.
1. The Culoff Date was 31st March,2O2'l lor the purpose of deciding the Secured Creditors entitied to vote through poll conducted at the venue of the Meeting by the Secured Creditors on the resolution seeking their approval.
My responsibility as a Scrutinizer for the voting process conducted through poll at the venue of the Meeting is restricted to scrutinize the voting conducted through poll at the venue of the meeting in a fair and transparent manner and to prepare a Scrutinizer's Report of the votes cast in favour or against the resolution stated in the Notice, based on voting conducted through poll at the venue of the Meeting. 3.
1. The Company has, on the basis of the list of Secured Creditors made upto 31st March,202'1, completed the dispatch of the Notice ofthe Meetlng along with the relevant annexures referred thereto, proxy form, attendance slip etc. to the Secured Credators of the Company on 14th August, 202'l and also published an advertisement in this regard in 'Financial Express' English per and in 'Jansatta', Hindi Newspaper on 14th August, 2021 having

-='-

S.K. Guptr & Co. Company S€cretaries 9, Roland Complex Upp€r Floor,37lt7 Westcott Building, The MaU, Kanputr20800l T€lefax (0512) 2315123 Cell:9415042137 E-mail :sk supta l @rcdiffmail.com

wide circulation in the State of Uttar Pradesh where the Registered Office of the Transferee Company is situated.

1. On Saturday, 18th September, 2021, al the venue of the NCLT convened Meeting, at the end of the discussions, the Chairman appointed for the Securod Cr€ditors' Meeting directed for conducting the voting through poll for the Secured Creditors who were present at the meeting.
1. The Ballot Box kept for polling was locked in my presence with due identification marks placed by me at the venue of the Meeting.
1. The Secured Creditors put in duly filled in Ballot papers in the locked Ballot box.
1. The locked ballot box was subsequently opened in my presence and ballot papers were diligently scrutinized. The ballot papers were reconciled with the records maintained by the Company and the authorizations / proxies lodged with the Company.
1. There were no ballot papers, which were incomplete and / or which were otherwise found defective.
10.The result of the voting conducted through poll at the venue of the meeting for seeking approval of the Secured Creditors of the Company to the Scheme of Amalgamation is as under:-

RESOLUTION

the provisions of Act, 2013 read Section 230 read with with the Companies 'RESOLVED THAT pursuant to section 232 of the Companies

S.K. Gupta & Co' Company Secretaries 9. Roland Complex Upper Floor.37117 Wesrcorl Building. The Mall-Kanpur-208001 Tel€fax: (0512) 2315123 Cell:9415042137 E-mail :skiuPtal @rediffmail.coft

(Compromises, Anangements and Amalgamations) Rules' 2016 and othet applicable proviaions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification or re' enactment thereof) as may be applicable, the Securities and Exchange Board of lndia Circular No. CFD / DIL g/ CIR / 2017 / 21 dated March 10, 2017, the observation /slrers iss ued by BSE Limited vide tetter dated February 01, 2021 and the National Stock Exchange of lndia Linited vide lefter dated January 29, 2021 respectively and subiect to provisions ot the Memorandum and Aiicles of Association of the Company and subiect to approval ol the Hon'ble National Company Law Tibunal, Allahabad Bench (NoLT') and subiect to such othet approvals, p€lmisslors and sanctions of regulatory and other authorities, as may be necessary and subiect to such conditions and modifrcations aa may be prescibed ot imposed by the Hon'ble NCLT or by any regulatory or other authorities, while granting such consents, awrovals and perm,ss,ors which may be agreed to by the Board of Dircctors of the Company (hereinafter refefied to as the'Board', which term shall deemed to mean and include one or more Committee(s) constituted / to be conslitutad by the Board or any other percon authorized by it exercise its powers including the powers conferred by this Resolution), the arrangement embodied in tho Scheme of Amatganation of Gutshan Holdings Pivate Limited and East Delhi ,mporters & Exporters Private Limited with Gulshan Polyols Limited and lhair raspective Shareholders and crcditors (scheme'), be and is hereby approved.

RESoLWD FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, natters and things, as it may, in its absolute discretion deem requisite, desiruble, appropriate or necessary to give effect to this resolution and effectively implement the amalgamation embodied in the Scheme and to accept such modifications, amendments, limitations and/or

S.K. Gupta & Co. Compan) S€cr€taries 9, Roland Complex Upper Floor,l7l7 westcott Building, The Mall, Kanpur-208001 Telefa.: (0512) 23t5123 Cell:9415042137 E-mail rsk guplal@redilTmail.@m

conditions, if any, which may be required and/or imposed by the Hon'blo NCLT while sanctioning the anangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any doubts or difficulties that may arise in giving effect to the Scheme, as the Board may deem fit and proper."

ReDort on result ot the votinq conducted throuqh Poll at the venue of the Meetino of secured creditors of Gulshan Polvols Limited ("Transferee ComDanv")

Particulars	Votes cast infavour	Total
l. Secured Creditorspresent in person
(a) Number	2	2
(b)Value of debt (Rs.)	4,54,55,291	4,54.55,291
ll. Secured Creditorspresent by proxy
(a) Number
(b) Value of Debt (Rs.)
TOTAL (t + lt)
(a) Number	2	2

S.K. Gupta & Co. Company Secretaries 9, Roland Compl€x Upper Floor.37117 Westcott Building. 'the Mall. Kanpul-20800l 'l-eiaxr (0512) 2ll5l23 Celli94l5042l37 Eindil :sl [email protected]

(b)Value of Debt (Rs.)	4,54,55,291	4 ,54,55,29',1
o/o age to Total	100	100
Votes cast

11- The Ballot papers and all other relevant records were handed over to Ms. Asha Mittal, Company Secretary of the Company, the person authorazed by the Board ofthe Transferee Company for safe keeping .
1. The resolution was passed with requisite majority of Secured Creditors representing three-fourths in value of the Secured debts of the Company on voting conducted through Poll at the venue of the Meeting, who have cast their votes on the resolution.

Thanking you, Yours Faithfully E \

--/ (SHASHI KANT GUPTA) Scrutinizer Practicing Company Secretary F.C.S 2589 CP No. 1920

Place: Muzatfarnagar Date: 18.09.2021

۵

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	Gulshan Polyols Limi
Date of the NCLT Convened Meeting	18-09-2021
Total number of shareholders on cut-off date	27,148
No. of shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group	$\circ$
Public	59
No. of Shareholders attended the meeting through Video Conferencing:
Promoters and Promoter Group	Not Applicable
Public	Not Applicable

		Public-Institutions		Promoter GroupPromoter and						Category				Public	Promoters and Promoter Group	Public	Promoters and Promoter Group	Total number of shareholders on cut-off date	Date of the NCLT Convened Meeting
Poll	E-Voting	Total	Postal Ballot (if applicable)	Poll	E-Voting				Mode of voting		Whether promoter/promoter group are interested in the agenda/resolution?	Resolution required: (Ordinary / Special)			No. of Shareholders attended the meeting through Video Conferencing:		No. of shareholders present in the meeting either in person or through proxy:
		51794	31998438			31998438	$\Xi$	held	shares	No. of	Description of resolution considered
	$\circ$	51794	31998438	$\circ$	$\circ$	31998438	$\overline{z}$	polled	votes	No. of
	00000	100.0000	100.0000	00000	00000	100.0000	$(3)=[(2)/(1)]^{*}100$	spares	on outstanding	% of Votes polled	respective shareholders and creditorsNo. 2") with Gulst			Not Applicable	Not Applicable	G 2	$\circ$	27,148	18-09-2021	Gulshan Polyols Limited
	$\circ$	51794	31998438	$\circ$	$\circ$	31998438	$\left( 4\right)$	favour	$vots = in$	No. of
	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\circ$	$\overline{S}$		-against	No. of votes		Yes	Special
	$\circ$	100.0000	100.0000	$\circ$	$\circ$	100.0000	$(6)=[(4)/(2)]*100$	polled	favour on votes	% of votes in	Approval for the Scheme of Amalgamation of Gulshan Holdings Private Limited ("TransferorCompany No. 1") and East Delhi Importers & Exporters Private Limited ("Transferor Companyian Polyols Limited ("Transferee Company" or "Company") and their
	$\circ$	00000	00000	$\circ$	$\circ$	00000	$(7)=[(5)/(2)]*100$	polled	against on votes	% of Votes

				Public-NonInstitutions
Total	Total	Postal Ballot (if applicable)	Poll	E-Voting	Total	Postal Ballot (if applicable)
	1359240			1359240	51794
33409472 33409472	1359240		425644	933596	51794
100.0000	100.0000	0.0000	31.3149	£89'89	100.0000	00000
33367682	1317450		425644	891806	51794
41790	41790			41790
99.8749	96.9255		100.0000	95.5238	100.0000
0.1251	3.0745		00000	4.4762	00000

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Gulshan Polyols Ltd. Declaration of Voting Results & Voting Rights Announcements 2021

60802_rns_2021-09-20_797f8442-c703-48e3-8f71-985abb652bc5.pdf