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SRF Ltd. Declaration of Voting Results & Voting Rights Announcements 2019

Aug 6, 2019

61903_rns_2019-08-06_26785c99-2f09-490a-b0c3-4c2935ce7e62.pdf

Declaration of Voting Results & Voting Rights Announcements

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The Corporate Relationship Department, BSE Limited 1st Floor , New Trading Ring Rotunda Building, P.J. Towers Dalai Street, Mumbai 400 001 Scrip Code- 503806

National Stock Exchange of India Limited "Exchange Plaza" Bandra-Kurla Complex Bandra (E) Mumbai 400 051

Scrip Code-SRF

SRF/SEC/BSE/NSE

06.08.2019

Dear Sir,

Sub: Annual General Meeting Voting Results and Report under Regulation 44(3) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with Regulation 44 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are pleased to submit the voting results (mode of voting was by way of E-Voting and Poll) as per Annexure I, on the business transacted as per notice dated June 25, 2019 of the 48thAnnual General Meeting (AGM) of the Company held on August 5, 2019 at 03:30 p.m. at the Laxmipat Singhania Auditorium, PHD House, 4/2, Sin Institutional Area, August Kranti Marg, New Delhi-110 016.

Based on the consolidated report of the Scrutinizer attached, all the resolutions set out in the Notice of 48th AGM have been dully approved by the shareholders with requisite majority.

Thanking you,

Yours faithfully,

For SRF LIMITED

Raja'. Laklidnpal VP (Corporate Compliance) & Company Secretary

End: As above

SRF LIMITED

Block-C Sector-45 Gurugram 122 003 Haryana India Tel: +91-124-4354400 Fax: +91-124-4354500 E-mail: [email protected] Website : www.srf.com

Regd. Office : Unit No. 236 & 237, 2nd Floor DLF Galleria, Mayur Place Noida Link Road Mayur Vihar Phase-1 Extension Delhi 110091

Annexure 1
SRF LIMITED
Date of the AGM/EGM 105-08-2019
Total number of shareholders on record date 48712
No. of shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group:
Public: 16.
No. of Shareholders attended the meeting through Video Conferencing
Promoters and Promoter Group: Not Applicable
Public: Not Applicable
Resolution No.
Resolution required: (Ordinary/ Special) ORDINARY - Consideration and adoption of Audited Financial Statements for the financial year 2018-19.
Whether promoter/ promoter group are
interested in the agenda/resolution? $ N\circ$
% of Votes Polled 1% of Votes in % of Votes
No. of shares No. of votes on outstanding favour on votes against on votes
Category Mode of Voting held (1) polled (2) shares $\overline{\text{No. of Votes} - \text{in}}$ No. of Votes $-$ polled polled
E-Voting 30,076,500 $ (3)=[(2)/(1)]^* 100$ favour (4)
100.0000
30,076,500 against (5) $ (6)=[(4)/(2)]100 (7)=[(5)/(2)]100$
100.0000
0.0000
Poll 0.0000 01 $\Omega$ 0.0000 0.0000
Postal Ballot (if 30,076,500
Promoter and Promoter Group applicable) 0.0000 0.0000 0.0000
Total 30,076,500 100.0000 30,076,500 O. 100.0000 0.0000
E-Voting 11,130,424 62.8768 11,130,424 0 100.0000 0.0000
$ P_O $ 17,701,959 0.0000 $\Omega$ 0.0000 0.0000
Postal Ballot (if
Public- Institutions applicable) 0.0000 n 0.0000 0.0000
Total 11,130,424 62.8768 11,130,424 O. 100.0000 0.0000
E-Voting 884,888 9.1206 883.524 1,364 99.8458 0.1541
Poll 9,702,041 13,687 0.1411 13,686 99.9926 0.0073
Postal Ballot (if
Public- Non Institutions applicable) 0.0000 0.0000 0.0000
Total 898,575 9.2617 897,210 1,365 99.8481 0.1519
$\sum_{i=1}^{n} \binom{n}{i}$ 57.480,500 42,105,499 737513 42,104,194 1565 99,9961 0,0032

$\overline{N}$ monus pa

$\ddot{\phantom{a}}$

Resolution required: (Ordinary/ Special) ORDINARY - Re-appointment of Mr. Arun Bharat Ram as Director who retires by rotation.
Whether promoter/ promoter group are
interested in the agenda/resolution?
INo.
% of Votes Polled
on outstanding
% of Votes in
lfavour on votes
% of Votes
against on votes
Category Mode of Voting No. of shares
held(1)
No. of votes Ishares $No. of Votes - in$ No. of Votes – polled polled
E-Voting polled (2)
30,049,000
$(3)=[(2)/(1)]*100$ favour (4)
99.9086
against (5) $ (6)=(4)/(2) 100 (7)=(5)/(2) 100$
Poll 0.0000 30,049,000 100.0000
0.0000
0.0000
0.0000
Postal Ballot (if 30,076,500
Promoter and Promoter Group applicable) 0.0000 0.0000 0.0000
Total 30,049,000 99.9086 30,049,000 $\bf{0}$ 100.0000 0.0000
E-Voting 10,074,415 56.9113 10,057,577 16,838 99.8328 0.1671
Poll 0.0000 0.0000 0.0000
Postal Bal ot (if 17,701,959
Public-Institutions applicable) 0.0000 0.0000 0.0000
Total 10,074,415 56.9113 10,057,577 16,838 99.8329 0.1671
E-Voting 514,235 5.3003 497,796 16,439 96.8032 3.1967
Poll 9,702,041 13,687 0.1411 13,686 99.9926 0.0073
Postal Bal ot (if
Public- Non Institutions applicable) 0.0000 0.0000 0.0000
Total 527,922 5.4414 511,482 16,440 96.8859 3.1141
R oci 57,480,500 40,651,337 707/2240 40,618,059 33,278 99,9131 0.0349
Resolution No.
Resolution required: (Ordinary, Special) ORDINAR V - Appointment of Ms. Bharti Gupta Ramola DIN 00356188 as an Independent Director.
Whether promoter/ promoter group are
interested in the agenda/resolution?
INO
No. of shares INo. of votes 1% of Votes Polled
lon outstanding
Ishares
No. of Votes – in 「No. of Votes – 1% of Votes in
lfavour on votes
l polled
l% of Votes
against on votes
l polled
Category Mode of Voting $ $ held $(1)$ $ p$ olled $(2)$ $(3)=[(2)/(1)]$ * 100 favour (4) against (5) $ (6)=(4)/(2)]100$ $ (7)=(5)/(2)]100$
E-Voting 30,076,500 100.0000 30,076,500 100.0000 0.0000
Poll 30,076.500 0.0000 0.00001 0.0000
Promoter and Promoter Group Postal Ballot (if
applicable)
0.0000 0.0000 0.0000

ر پاکس
سمع جا جا

Total 30,076,500 100.0000 30,076,500 0 100.0000 0.0000
E-Voting 7,408,172 41.8494 7,408,172 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot (if 17,701,959
Fublic- Institutions applicable) 0 0.0000 0 0 0.0000 0.0000
Total 7,408,172 41.8494 7,408,172 0 100.0000 0.0000
E-Voting 514,235 5.3003 512,870 1,365 99.7345 0.2654
Poll ,
9 702,041
13,687 0.1411 13,686 1 99.9926 0.0073
Postal Ballot (if
Public- Non Institutions applicable) 0 0.0000 0 0 0.0000 0.0000
Total 527,922 5.4414 526,556 1,366 99.7412 0.2588
Total 57,480,500 38,012,594 66.1313 38,011,228 1,366 99.9964 0.0036
Resolution No. 4
Resolution required: (Ordinary; Special) ORDINARY - Appointment of Mr. Puneet Yadu Dalmia DIN 00022633 as an Independent Director.
Whether promoter/ promoter group are
interested in the agenda/resolution?
No
% of Votes Polled % of Votes in % of Votes
No. of shares No. of votes on outstanding
shares
No. of Votes - in No. of Votes - favour on votes
polled
against on votes
polled
Category Mode of Voting held (1) polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]*100
E-Voting 30,076,500 100.0000 30,076,500 0 100.0000 0.0000
Poll 0 0.0000 0 0 0.0000 0.0000
Postal Ballot (if 30,076,500
Fromoter and Promoter Group applicable) 0 0.0000 0 0 0.0000 0.0000
Total 30,076,500 100.0000 30,076,500 0 100.0000 0.0000
E-Voting 7,408,172 41.8494 7,408,172 0 100.0000 0.0000
Poll 17,701,959 0 0.0000 0 0 0.0000 0.0000
Postal Ballot (if
Fublic- Institutions applicable) 0 0.0000 0 0 0.0000 0.0000
Total 7,408,172 41.8494 7,408,172 0 100.0000 0.0000
E-Voting 514,235 5.3003 512,870 1,365
1
99.7345 0.2654
Poll 9 702,041 13,687 0.1411 13,686 99.9926 0.0073
Postal Ballot (if
applicable)
0 0.0000 0 0 0.0000 0.0000
Public- Non Institutions Total 527,922 5.4414 526,556 1,366 99.7412 0.2588
Total 57,480,500 38,012,594 66.1313 38,011,228 366 .9964 0.0036

t\t

Resolution No.
Resolution required: (Ordinary/ Special) ORDINARY - Appointment of Mr. Yash Gupta DIN 00299621 as an Independent Director.
Whether promoter/ promoter group are
interested in the agenda/resolution?
INO
Category Mode of Voting INo. of shares
held(1)
No. of votes
polled (2)
% of Votes Polled
on outstanding
Ishares
$(3)=[(2)/(1)]*100$ favour (4)
No. of Votes $-$ in $\vert$ No. of Votes $-$ against (5) 1% of Votes in
favour on votes
polled
$(6)=[(4)/(2)]100$ $(7)=[(5)/(2)]100$
% of Votes
against on votes
polled
E-Voting 30,076,500 100.0000 30,076,500 100.0000 0.0000
Poll
Postal Ballot (if
30,076,500 0.0000 Ω ΩI 0.0000 0.0000
Promoter and Promoter Group applicable)
Total
0.0000 0.0000 0.0000
E-Voting 30,076,500
7,408,172
100.0000
41.8494
30,076,500
7,408,172
$\Omega$
Ω
100.0000
100.0000
0.0000
0.0000
Poll 0.0000 U O 0.0000 0.0000
Public- Institutions Postal Ballot (if
applicable)
17,701,959 0.0000 0 0.0000 0.0000
Total
E-Voting
7,408,172
514,235
41.8494
5.3003
7,408,172 $\Omega$ 100,0000 0.0000
Poll 13,687 0.1411 512,870
13,686
1,365 99.7345
99.9926
0.2654
0.0073
Public- Non Institutions Postal Ballot (if
applicable)
9,702,041 0.0000 0.0000 0.0000
Total 527,922 5.4414 526,556 1,366 99.7412 0.2588
KOCI 57,480,500 38,012,594 66.619 33011,223 1866 999997 0,0,03,5
Resolution No.
Resolution required: (Ordinary/ Special) ORDI VARY - Amendment in the terms of Appointment of Mr. Ashish Bharat Ram, Managing Director.
Whether promoter/ promoter group are
interested in the agenda/resolution?
No
Category Mode of Voting No. of shares
$ $ held $(1)$
INo. of votes
$ p$ olled $(2)$
1% of Votes Polled
on outstanding
Ishares
$ (3)=[(2)/(1)]^*$ 100 favour (4)
$\vert$ No. of Votes – in $\vert$ No. of Votes – against (5) 1% of Votes in
favour on votes
polled
% of Votes
against on votes
polled
$ (6)=(4)/(2) 100-(7)=(5)/(2) 100$
E-Voting 30,049,000 99.9086 30,049,000 100.0000 0.0000
Poll 30 076 500 0.0000 0.0000 0.0000
N

$\mathbb{R}^2$

$\bar{\beta}$

$\mathcal{L}_{\mathcal{A}}$

Postal Ballot (if UUJUTUJUUT
Promoter and Promoter Group applicable) 0.0000 0.0000 0.0000
Total 30,049,000 99.9086 30,049,000 -01 100.0000 0.0000
$\exists$ -Voting 10,074,415 56.9113 10,074,415 100.0000 0.0000
' Poll 17,701,959 0.0000 0.0000 0.0000
Postal Ballot (if
Public-Institutions applicable) 0.0000 0.0000 0.0000
Total 10,074,415 56.9113 10,074,415 0 100.0000 0.0000
E-Voting 888,388 9.1567 887,022 1,366 99.8462 0.1537
Poll 9,702,041 13,687 0.1411 13,686 99.9926 0.0073
Postal Ballot (if
Public- Non Institutions applicable) 0.0000 0.0000 0.0000
Total 902,075 9.2978 900,708 1,367 99.8485 0.1515
$\lceil \cdot \rceil$ 57,480,500 41,025,490 71,37291 41,024,123 1,367 99,9967 0.0033
Resolution No.
Resolution required: (Ordinary/ Special) ORDINARY - Ratification of Remuneration of Cost Auditors for financial year 2019-20.
Whether promoter/ promoter group are
interested in the agenda/resolution?
No
% of Votes Polled % of Votes in % of Votes
on outstanding favour on votes against on votes
No. of shares No. of votes shares $\sqrt{N}$ No. of Votes – in $\sqrt{N}$ No. of Votes – polled polled
Category Mode of Voting $ $ held $(1)$ polled (2) (3)=[(2)/(1)]* 100 favour (4) against (5) $ (6)=(4)/(2) 100 (7)=[(5)/(2)]100$
E-Voting 30,076,500 100.0000 30,076,500 0 100.0000 0.0000
l Poll 30,076,500 0.0000 0.0000 0.0000
Postal Ballot (if
Promoter and Promoter Group applicable) 0.0000 0.0000 0.0000
Total 30,076,500 100.0000 30,076,500 0 100.0000 0.0000
E-Voting 11,147,168 62.9714 11,147,168 0 100.0000 0.0000
Poll 17,701,959 0.0000 0 0.0000 0.0000
Postal Ballot (if
Public-Institutions applicable) 0.0000 0 0.0000 0.0000
Total 11, 147, 168 62.9714 11,147,168 $\Omega$ 100,0000 0.0000
E-Voting 888,388 9.1567 887,022 1,366 99.8462 0.1537
Poll 9,702,041 13,687 0.1411 13,686 99.9926 0.0073
Postal Ballot (if
Public- Non Institutions applicable) 0.0000 0.0000 0.0000
Foto 902,075 9.2978 900,708 1,367 99.8485 0.1515
OF. 57,480,500 42,125,743 78.2470 42,424,376 378674 99.9963 0.0052

$\sqrt{2}$

Resolution No. 8
Resolution required: (Ordinary/ Special) SPECIAL - Offer or invitation to subscribe to Redeemable Non-Convertible Debentures of the Company on private placement.
Whether promoter/ promoter group are
interested in the agenda/resolution? $ N_{\rm O} $
।% of Votes Polled % of Votes in % of Votes
on outstanding favour on votes against on votes
INo. of shares No. of votes Ishares No. of Votes – in $No. of Votes -$ polled oolled
Category Mode of Voting held(1) polled (2) $ (3)=[(2)/(1)]^* 100$ favour (4) against (5) $(6)=[(4)/(2)]*100$ $(7)=[(5)/(2)]*100$
E-Voting 30,076,500 100.0000 30,076,500 Οl 100.0000 0.0000
Poll 30,076,500 0.0000 $\Omega$ 0.00001 0.0000
Postal Ballot (if
Promoter and Promoter Group applicable) 0.0000 0.0000 0.0000
Total 30,076,500 100.0000 30,076,500 O 100.0000 0.0000
E-Voting 11,147,168 62.9714 11,147,168 $\mathbf{0}$ 100.0000 0.0000
Poll 17,701,959 0.0000 $\Omega$ 0.0000 0.0000
Postal Ballot (if
Public-Institutions applicable) 0.0000 01 0.0000 0.0000
Total 11,147,168 62.9714 11,147,168 0 100.0000 0.0000
E-Voting 888,388 9.1567 887,023 1,365 99.8463 0.1536
Poll 9,702,041 13,687 0.1411 13,686 99.9926 0.0073
Postal Ballot (if
Public- Non Institutions applicable) 0.0000 0.0000 0.0000
Total 902,075 9.2978 900,709 1,366 99.8486 0.1514
${ \cdot }$ 57,480,500 42,125,743 252330 42,124,377 33665 99,9963 0.0092
Resolution No.
Resolution required: (Ordinary/ Special) SPECIAL - Adoption of new Articles of Association.
Whether promoter/ promoter group are
interested in the agenda/resolution?
No.
Category Mode of Voting No. of shares
held (1)
No. of votes
$ p$ olled $(2)$
% of Votes Polled
on outstanding
shares
$ (3)=[(2)/(1)]^* 100$ favour (4)
$\vert$ No. of Votes – in $\vert$ No. of Votes – against (5) 1% of Votes in
lfavour on votes
polled
$ (6)=[(4)/(2)]*100$
l% of Votes
against on votes
polled
$(7)=[(5)/(2)]*100$
E-Voting 30,076,500 100.0000 30,076,500 100.0000 0.0000
Poll 30 076 500 0.0000 $-0.0000$ 0.0000
N $\sum_{i=1}^{n-1}\sum_{i=1}^{n-1}c_{i}^{(i)}\sum_{j=1}^{n-1}c_{j}^{(j)}$

$\mathcal{A}$

Promoter and Promoter Group Postal Ballot (if
applicable)
uu,uru,uur 0.0000 0.0000 0.0000
Total 30,076,500 100.0000 30,076,500 01 100.0000 0.0000
E-Voting 10,895,715 61.5509 6,253,798 4,641,917 57.3968 42.6031
Poll 0.0000 0.0000 0.0000
Postal Ballot (if 17,701,959
Public-Institutions applicable) 0.00001 0.0000 0.0000
Total 10,895,715 61.5509 6,253,798 4,641,917 57.3969 42.6031
E-Vcting 514,235 5.3003 497,796 16,439 96.8032 3.1967
Poll 9,702,041 13,687 0.1411 13,686 99.9926 0.0073
Postal Ballot (if
Public- Non Institutions applicable) 0.0000 0.0000 0.0000
Total 527,922 5.4414 511,482 16,440 96.8859 3.1141
Total 57,480,500 41,500,137 72.1986 36,841,780 4,658,357 88,7751 11,2249

$\mathcal{L}^{\text{max}}{\text{max}}$ , $\mathcal{L}^{\text{max}}{\text{max}}$

$\mathcal{N}$

Arvind Koh d Associates

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 e-mail: [email protected]

Company Secretaries

CONSOLIDATED SCRUTINIZER'S REPORT

[Pursuant to Section 108&109 of the Companies Act, 2013 and Rule 20 & 21 of Companies (Management and Administration) Rules, 2014]

To, The Chairman SRF Limited The Galleria, DLF Mayur Vihar, Unit No. 236 & 237, 21,d Floor, Mayur Place, Noida Link Road, Mayur Vihar Phase I Extn, Delhi - 110091

Respected Sir,

Sub.: Consolidated Scrutinizer's Report for passing of Resolutions through Remote E-Voting Process and on voting by Poll at 48th Annual General Meeting held on Monday, 5th August, 2019.

    1. I, CS Arvind Kohli, Proprietor, Arvind Kohli & Associates, Company Secretaries, Gurugram, Haryana was appointed as Scrutinizer by the Board of Directors of the Company for the purpose of:
  • a. Scrutinizing the remote e-voting process in terms of the provisions of Regulation 44(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules, 2014;
  • b. Conducting Poll through polling paper under the provisions of Section 109 of the Companies Act, 2013 read with Rule 21 of the Companies (Management & Administration) Rules, 2014;

for passing of the Resolutions as mentioned under item numbers 1 to 9 as set out in the Notice of 48th Annual General Meeting (AGM) of the shareholders of the Company dated 25th June, 2019.

  1. The management of the Company is responsible to ensure the compliances with the requirements of the Companies Act, 2013 and Rules relating to remote evoting and polling papers on the resolutions contained in the notice of AGM of the members of the Company. My responsibility as a Scrutinizer for the remote evoting process and poll conducted at the AGM is restricted to make a Consolidated Scrutinizer's Report of the votes cast 'in favour' or 'against' the lutions stated in the said notice, based on the reports generated from the e-

Page 1 of 12

Company Secretaries

voting system provided by Karvy Fintech Private Limited (KARVY), the agency engaged by the Company to provide remote e-voting facility for e-voting and poll conducted at the AGM.

    1. The Notice dated 25th June, 2019 along with Statement setting out material facts under Section 102 of the Act was dispatched to the Shareholders through courier, registered post as well as through e-mail to shareholders whose email IDs are registered with the Company/ Depository Participant(s) on Wednesday, 10th July, 2019. The said notice was dispatched on the basis of Register of Members made available by the Registrar & Share Transfer Agent of the Company and the list of beneficial owners made available by the depositories viz., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, 28th June, 2019.
    1. As per the provisions of Rule 20 of the Companies (Management & Administration) Rules, 2014, the Company has published advertisement about having sent the notice of meeting and providing e-voting facility in the English newspaper "Financial Express" and Hindi newspaper "Jansatta" on Saturday, 14th July, 2019.
    1. In terms of the aforesaid Notice, voting through electronic means was kept open for 3 (three) days from Friday, 21id August, 2019 (10:00 a.m.) to Sunday, 4th August, 2019 (5:00 p.m.).
    1. The voting rights of members were considered in proportion to their shares in the paid up equity share capital of the Company as on the cut-off date i.e. Monday, 29th July, 2019.
    1. After announcement of the poll by the Chairman, one ballot box kept for polling was locked in my presence with due identification marks placed by me.
    1. The locked ballot box was subsequently opened in my presence and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the Company / Registrar and Transfer Agents of the Company and the authorizations / proxies lodged with the Company.
    1. As required under the said rules, after the closure of the voting at the Annual General Meeting, the votes cast through poll were counted, thereafter the votes cast under remote e-voting facility were unblocked in the presence of Mr. Arun Gupta and Mr. Bhupesh Mittal who are not in employment with the Company.

Arvind Kohli d Associates

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 e-mail: [email protected]

    1. The poll papers, which were incomplete and/ or which were otherwise found defective have been treated as invalid and kept separately.
    1. A Compact Disc (CD) containing a list of equity Shareholders who voted FOR", "AGAINST" and those whose votes were declared invalid for each resolution is enclosed
    1. Summary of the e-voting and poll is as follows:

Company Secretaries

Resolution No. 1 ORDINARY RESOLUTION

To Consider and adopt Audited Financial Statements for the financial year 2018-19

(i) Voted in favour of the resolution:
Particulars No. of members present
and voting
(in person or by proxy)
Number of votes
cast by them
of total
number of
%
valid votes cast
Poll at AGM 15 13686 99.9927
Remote E-voting 182 42090448 99.9968
Total 197 42104134 99.9968

(ii) Voted against the resolution:

Particulars No. of members present
and voting
(in person or by proxy)
Number of votes
cast by them
of total
number of
%
valid votes cast
Poll at AGM 1 1 0.01
Remote E-voting 4 1364 0.0032
Total 5 1365 0.0032

(iii) Invalid votes:

Particulars Total number of members
(in person or by proxy)
whose votes were declared
invalid
Total number of
votes
cast
by
Them
Poll at AGM NIL NIL
Remote E-voting NIL NIL
Total NIL NIL

Result: Based on the aforesaid results, Ordinary Resolution as contained in item no. 1 of the Notice dated 25th June, 2019 has been passed with the requisite majority.

Arvind Koh cf Associates

Company Secretaries

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 e-mail: [email protected]

Resolution No. 2 ORDINARY RESOLUTION

To appoint a director in place of Mr. Arun Bharat Ram (DIN 00694766) who retires by rotation and being eligible offers himself for re-appointment.

(i) Voted in favour of the resolution:

Particulars members
of
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
% of total
number
of
valid votes cast
Poll at AGM 15 13686 99.9927
Remote E-voting 172 40604373 99.9181
Total 187 40618059 99.9181

(ii) Voted against the resolution:

Particulars members
of
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
% of total
number
of
valid votes cast
Poll at AGM 1 1 0.0073
Remote E-voting 9 33277 0.0819
Total 10 33278 0.0819

(iii) Invalid votes:

Particulars Total number of
members (in person
or by proxy) whose
votes were declared
invalid
Total number of
votes
cast
by
Them
Poll at AGM NIL NIL
Remote E-voting NIL NIL
Total NIL NIL

Result: Based on the aforesaid results, Ordinary Resolution as contained in item no. 2 of the Notice dated 25th June, 2019 has been passed with the requisite majority.

Arvind Kohli d Associates

Company Secretaries

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 e-mail: [email protected]

Resolution No. 3 ORDINARY RESOLUTION

To appoint Ms. Bharti Gupta Ramola (DIN : 00356188) as an Independent Director

(i) Voted in favour of the resolution:

Particulars members
of
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
% of total
number
of
valid votes cast
Poll at AGM 15 13686 99.9927
Remote E-voting 165 37997542 99.9964
Total 180 38011228 99.9964

(ii) Voted against the resolution:

Particulars members
No.
of
present
and
voting
(in person or by proxy)
Number of votes
cast by them
% of total
number of
valid votes cast
Poll at AGM 1 1 0.0073
Remote E-voting 5 1365 0.0036
Total 6 1366 0.0036

(iii) Invalid votes:

Particulars Total number of
members (in person
or by proxy) whose
votes were declared
invalid
Total number of
votes
cast
by
Them
Poll at AGM NIL NIL
Remote E-voting NIL NIL
Total NIL NIL

Result: Based on the aforesaid results, Ordinary Resolution as contained in item no. 3 of the Notice dated 25th June, 2019 has been passed with the requisite majority.

Arvind Kohli J Associates

Company Secretaries

199, Sector 7, Urban Estate, Gurugram 122001 Tel:- 91-12-4005260; Mobile: 98-110-26619 e-mail: arviialkohlkegmail.coin

Resolution No. 4 ORDINARY RESOLUTION

To appoint Mr. Puneet Yadu Dalmia (DIN: 00022633) as an Independent Director

(i) Voted in favour of the resolution:

Particulars members
of
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
of total
number
%
of
valid votes cast
Poll at AGM 15 13686 99.9927
Remote E-voting 165 37997542 99.9964
Total 180 38011228 99.9964

(ii) Voted against the resolution:

Particulars members
of
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
of total
number
of
%
valid votes cast
Poll at AGM 1 1 0.0073
Remote E-voting 5 1365 0.0036
Total 6 1366 0.0036

(iii) Invalid votes:

Particulars Total number of
members (in person
or by proxy) whose
votes were declared
invalid
Total number of
votes
cast
by
Them
Poll at AGM NIL NIL
Remote E-voting NIL NIL
Total NIL NIL

Result: Based on the aforesaid results, Ordinary Resolution as contained in item no. 4 of the Notice dated 25th June, 2019 has been passed with the requisite majority.

Arvind Koh d Associates

Company Secretaries

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 e-mail: [email protected]

Resolution No. 5 ORDINARY RESOLUTION

To appoint Mr. Yash Gupta (DIN 00299621) as an Independent Director

(i) Voted in favour of the resolution:

Particulars of
members
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
% of total
number
of
valid votes cast
Poll at AGM 15 13686 99.9927
Remote E-voting 165 37997542 99.9964
Total 180 38011228 99.9964

(ii) Voted against the resolution:

Particulars members
of
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
of total
number of
%
valid votes cast
Poll at AGM 1 1 0.0073
Remote E-voting 5 1365 0.0036
Total 6 1366 0.0036

(iii) Invalid votes:

Particulars Total number of
members (in person
or by proxy) whose
votes were declared
invalid
Total number of
votes
cast
by
I hem
Poll at AGM NIL NIL
Remote E-voting NIL NIL
Total NIL NIL

Result: Based on the aforesaid results, Ordinary Resolution as contained in item no. 5 of the Notice dated 25TH June, 2019 has been passed with the requisite majority.

Arvind Koh cf Associates

Company Secretaries

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 e-mail: [email protected]

Resolution No. 6 ORDINARY RESOLUTION

To amend the terms of appointment of Mr. Ashish Bharat Ram, Managing Director.

(i) Voted in favour of the resolution:

Particulars members
of
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
% of total
number of
valid votes cast
Poll at AGM 15 13686 99.9927
Remote E-voting 176 41010437 99.9967
Total 191 41024123 99.9967

(ii) Voted against the resolution:

Particulars members
No.
of
present
and
voting
(in person or by proxy)
Number of votes
cast by them
of total
number
%
of
valid votes cast
Poll at AGM 1 1 0.0073
Remote E-voting 6 1366 0.0033
Total 7 1367 0.0033

(iii) Invalid votes:

Particulars Total number of
members (in person
or by proxy) whose
votes were declared
invalid
Total number of
votes
cast
by
Them
Poll at AGM NIL NIL
Remote E-voting NIL NIL
Total NIL NIL

Result: Based on the aforesaid results, Ordinary Resolution as contained in item no. 6 of the Notice dated 25th June, 2019 has been passed with the requisite majority.

Arvind k'ohli cc Associates

Company Secretaries

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 e-mail: [email protected]

Resolution No. 7 ORDINARY RESOLUTION

To ratify the remuneration of Cost Auditors for the financial year 2019-20

it Voted in favour of the resolution:

Particulars members
of
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
% of total
number
of
valid votes cast
Poll at AGM 15 13686 99.9927
Remote E-voting 182 42110690 99.9968
Total 197 42124376 99.9968

(ii) Voted against the resolution:

Particulars members
No.
of
present
and
voting
(in person or by proxy)
Number of votes
cast by them
of total
number of
%
valid votes cast
Poll at AGM 1 1 0.0073
Remote E-voting 6 1366 0.0032
1368Total 7 1367 0.0032

(iii) Invalid votes:

Particulars Total number of
members (in person
or by proxy) whose
votes were declared
invalid
Total number of
votes
cast
by
Them
Poll at AGM NIL NIL
Remote E-voting NIL NIL
Total NIL NIL

Result: Based on the aforesaid results, Ordinary Resolution as contained in item no. 7 of the Notice dated 25th June, 2019 has been passed with the requisite majority.

Arvind Koh d Associates

Company Secretaries

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 [email protected]

Resolution No. 8 SPECIAL RESOLUTION

To offer or invitation to subscribe to Redeemable Non Convertible Debentures of the Company on private placement.

(i) Voted in favour of the resolution:

Particulars of
No.
members
present
voting
and
(in person or by proxy)
Number of votes
cast by them
of total number of
%
valid votes cast
Poll at AGM 15 13686 99.9927
Remote E-voting 183 42110691 99.9968
Total 198 42124377 99.9968

(ii) Voted against the resolution:

Particulars of
No.
members
present
voting
and
(in person or by proxy)
Number of votes
cast by them
of total number of
%
valid votes cast
Poll at AGM 1 1 0.0073
Remote E-voting 5 1365 0.0032
Total 6 1366 0.0032

(iii) Invalid votes:

Particulars Total number of
members (in person
or by proxy) whose
votes were declared
invalid
Total number of
votes
by
cast
Them
Poll at AGM NIL NIL
Remote E-voting NIL NIL
Total NIL NIL

Result: Based on the aforesaid results, Special Resolution as contained in item no. 8 of the Notice dated 25th June, 2019 has been passed with the requisite majority.

Arvind Kohii d Associates

Company Secretaries

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 e-mail: [email protected]

Resolution No. 9 SPECIAL RESOLUTION

To adopt new Articles of Association of the Company.

(i) Voted in favour of the resolution:

Particulars members
of
No.
present
and
voting
(in person or by proxy)
Number of votes
cast by them
% of total
number of
valid votes cast
Poll at AGM 15 13686 99.9927
Remote E-voting 68 36828094 88.7714
Total 83 36841780 88.7751

(ii) Voted against the resolution:

Particulars members
No.
of
present
and
voting
(in person or by proxy)
Number of votes
cast by them
of total
number of
%
valid votes cast
Poll at AGM 1 1 0.0073
Remote E-voting 110 4658356 11.2286
Total 111 4658357 11.2249

(iii) Invalid votes:

Particulars Total number of
members (in person
or by proxy) whose
votes were declared
invalid
Total number of
votes cast by
Them
Poll at AGM NIL NIL
Remote E-voting NIL NIL
Total NIL NIL

Result: Based on the aforesaid results, Special Resolution as contained in item no. 9 of the Notice dated 25th June, 2019 has been passed with the requisite majority.

Arvind Kohli car Associates

Company Secretaries

199, Sector 7, Urban Estate, Gurugram 122001 Tel :- 91-12-4005260; Mobile: 98-110-26619 e-mail: [email protected]

The Register, all other papers and relevant records relating to remote e-voting and Poll shall remain in my safe custody until the Chairman considers, approves and signs the Minutes of the aforesaid Annual General Meeting and the same will be handed over to the Company Secretary for safe keeping.

Place : Gurugram Date : 6th August, 2019

For Arvind Kohli & Associates Corririnycretaries Arvind Kohli

Proprietor M. No. FCS 4434, C.P. No. 2818

For SRF Limited

Managing Director Ashish Bharat Ram DIN 00671567 Address: 2, Silver Oak Avenue Westend Green Farms, Rajokari, New Delhi - 110038