UNO Minda Limited — Declaration of Voting Results & Voting Rights Announcements 2019

Dec 10, 2019

Ref. No. Z-IV/R-39/D-2/174 & 207 Date : 10 December, 2019

BSE Ltd.	National Stock Exchange of India Ltd.
Regd. Office:Floor -25,	Listing Deptt., Exchange Plaza,
Phiroze Jeejeebhoy Towers,	Bandra Kurla Complex, Bandra (E),
Dalal Street, Mumbai-400 001.	Mumbai -400 051.
Scrip Code : 532539	Scrip Code: MINDAIND

Sub: - Details regarding Voting Results at the NCLT Convened Meeting of the Equity Shareholders of the Company alongwith Scrutinizer's Report

Dear Sirs,

We are pleased to enclosed herewith details regarding the Voting Results for the Resolution passed at the NCLT Convened Meeting of Equity Shareholders of the Company held on Monday, 9 December, 2019 alongwith Scrutinizer's Report dated 9 December, 2019, pursuant to Regulation 44(3) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015.

This is for your information and records please.

Encl: As above.

MINDA INDUSTRIES LTD

Voting Results of NCLT Convened Meeting

Details of Postal Ballot and e-voting Results as oer regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the following resolutions:

Date of declaration of Result	10.12.2019
Total number of shareholders on cut-off date (i.e. 25/10/2019)	50,776
No. of shareholders present in the meeting either in person or through proxy:	139
No. of Shareholders attended the meeting through Video Conferencing	NA

1. Special Resolution: Approval of Scheme of Amalgamation of M J Casting Limited, Minda Distribution and Services Limited, Minda Auto Components Limited and Minda Rinder Private Limited (Transferor Companies) with Minda Industries Limited (Transferee Company) and their respective Shareholders and Creditors.

Whether promoter/ promoter group are intersted in the Agenda/resolution						NO
Category	Mode of Voting	No. of shares held	No of ValidVotes Polled	% of Votes Polledon OutstandingShares	No. of Votes inFavour	No. of VotesAgainst	% of votes inPolled	favour on Votes % of votes againston Votes Polled
		(1)	(2)	(3)=(2)/{1)*100	(4)	(5)	(6)=(4l/(2)*100	(7)=(5)/(2)*100
E-VotingPromoters and Promoter Postal BallotGroupPoll			10,89,18,870	58.6785	10,89,18,870	0	100.0000	0.0000
			7,67J00J 745	41.3215	7,67,00,745	0	100.0000	0.0000
		18,56,19,615	0	0.0000	0	0	0.0000	0.0000
	Total		18,56,19,615	100.0000	18,56,19,615	0	100.0000	0.0000
	E-Voting		4,19,29,826	94.7781	4,19,29,826	0	100.0000	0.0000
	Postal Ballot	4,42,39,993	0	0.0000	0	0	0.0000	0.0000
Public-Institutions	Poll		0	0.0000	0	0	0.0000	0.0000
	Total		4,19,29,826	94.7781	4,19,29,826	0	100.0000	0.0000
Public-Non Institutions	E-Voting	3,23,57,357	5,25,618	1.6244	5,25,592	26	99.9951	0.0049
	Postal Ballot		586	0.0018	583	3	99.4881	0.5119
	Poll		93,38,090	28.8592	93,38,090	0	100.0000	0.0000
	Total		98,64,294	30.4855	98,64,265	29	99.9997	0.0003
Total		26,22,16,965	23, 74,13, 735	90.5410	23,74,13,706	29	100.0000	0.0000

MANISH MANOCHA & COMPANY CHARTERED ACCOUNTANT

SCRUTINIZER'S REPORT

To

Ms. Deepa Krishan, Former NCLT Member, Chairperson appointed by Hon'ble National Company Law Tribunal, New Delhi Bench (Court IV) for the NCLT Convened meeting of Equity Shareholders of Minda Industries Limited (CIN: L 74899DL1992PLC050333)

Hon 'ble Chairperson,

Sub: Consolidated Scrutinizer's Report on the result of Voting by way of Postal Ballot, Remote e-Voting and Ballot paper at the venue of NCLT Convened Meeting of the Equity Shareholders of Minda Industries Limited held on December 09, 2019 at Lakshmipat Singhanfa Auditorium, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi-110016 as per the directions of Hon'ble National Company Law Tribunal, New Delhi Bench (Court IV) ("Hon'ble NCLT") vide order dated October 25, 2019 for approval of the Scheme of Amalgamation of M J Casting Limited, Minda Distribution and Services Limited, Minda Auto Components Limited and Minda Rinder Private Limited (Transferor Companies) with Minda Industries Limited (Transferee Company) and their respective shareholders and creditors.

I, Manish Manocha, Chartered Accountant, having office at Room No. 115, First Floor, Pooja Complex, Veer Sarvakar Block, Shakarpur, New Delhi-110092 was appointed as Scrutinizer for the purpose of scrutinizing the voting process i.e. voting through Postal Ballot, Remote e-voting and Ballot paper at the venue of NCLT Convened Meeting, on the resolution mentioned in the Notice dated November 01, 2019 for the meeting of Equity Shareholders of Minda Industries Limited ("the Company") as per the directions issued by Hon' · mpany Law Tribunal, New Delhi

ADD.:-ROOM N0-115, FIRST FLOOR, POOJA COMPLEX, VEER SA VARKAR BLOCK, SHAKARPUR, DELHI-I I 0092 Mobile No. -9899127929, 9212760601, Email Id: - manishkumarl004@gmail.com

MANISH MAN OCHA & COMP ANY CHARTERED ACCOUNT AN T

Bench Court IV ("the Tribunal") vide its orders dated 25th October, 2019 in Company Application No. C.A (CAA)-132 (ND)/2019 and Company Application No. C.A 1906 (PB) /2019 ("the NCLT orders") which was scheduled to be convened on Monday, December 09, 2019, at 09:30 A.M. at Lakshmipat Singhania Auditorium, PHD House, 4/2, August Kranti Marg, Siri Institutional Area, Block A, Nipccd Campus, Hauz Khas, New Delhi-110016 ('Meeting'), but was however adjourned for half an hour, due to insufficient quorum and was thereby resumed at 10:00 A.M., pursuant to the said NCLT Order.

I submit my report as under:-

• 1. The notice of the NCLT Convened Meeting along with statement setting out material facts under Section 230(3) r/w Section 102 and other applicable provisions of the Companies Act, 2013 were sent to all equity shareholders of the Company whose names were appearing in Register of Members/ List of beneficial owners maintained by the Company/ Depositories as on "cut-off date" i.e. October 25, 2019, in accordance with the directions issued in the NCLT orders.
• 1. In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108, 109 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended upto date, the Secretarial Standard-2 on General Meeting and as per the directions issued by the Tribunal in NCL T orders, the Company provided equity shareholders with the facility �o cast their vote by way of postal ballot or by way of remote e-voting or by way of Ballot paper at the venue ofNCLT Convened Meeting.
• 1. The equity shareholders of the Company holding equity shares as on the "cut-off date" i.e. October 25, 2019, were entitled to vote on the resolution mentioned in the Notice ofNCLT Convened Meeting and accordingly, their voting rights have been reckoned in proportion to their shares in the total amount of paid-up equity share capital of the Company i.e. one vote for one equity share, as on cutoff date.

ADD.:- ROOM NO-115, FlRST FLOOR, POOJA COMPLEX, VEER SA: BLOCK, SHAKARPUR; DELHI-I 10092 Mobile No. -9899127929, 9212760601, Email Id: - manishkumarl004@gmail.com

• 1. The voting period for remote e-voting and postal ballot commenced on Saturday, November 09, 2019 at 9:00 A.M. and ended on Sunday, December 08, 2019 at 05:00 P.M. The e-voting platform has been provided by National Securities Depository Limited (NSDL), through its designated website i.e. https://www.evoting.nsdl.com/.
• 1. At the NCLT Convened Meeting, voting through Ballot paper was conducted under the supervision of Hon'ble Chairperson appointed by the Tribunal. One ballot box was kept for voting at the meeting and the ballot box was locked in my presence. After the completion of voting at the NCLT Convened Meeting, the ballot box was opened in my presence and Ballot papers were diligently scrutinized.
• 1. Thereafter, Ballot papers and postal ballots were reconciled with the records maintained by the Registrar and Transfer Agents of the Company and authorizations/ proxies etc. lodged with the Company. The Ballot papers and postal ballots which have been treated as Invalid were kept separately.
• 1. Thereafter, the votes cast through remote e-voting were unblocked after the completion of voting at NCLT Convened meeting in the presence of two witnesses, Shubhi Khetan and Apurva Jain who are not in the employment of the Company. They have signed below in confirmation of the votes being unblocked in their presence.
• � �� 8. The compliances in relation to dispatch of notices ofNCLT convened meeting to \the equity shareholders and other compliances related to applicable provisions of the SEBI (Listr g Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act, 2013 and rules made there under, the Secretarial Standard-2 on General Meeting and the directions mentioned in t, e NCLT orders are the responsibility of the management of the Company. I

ADD.:- ROOM NO-l l 5, Fffi.ST FLOOR, POOJA COMPLEX, VEER SA VARKAR BLOCK, SHAKARPUR, IDELHl-110092 Mobile No. - 9899127929, 9212760601, Email Id: - manishkumarl004@gmail.com

MANISH MANOCHA & COMPANY

CHARTERED ACCOUNTANT

9. The summary of voting by equity shareholders through Remote e-voting, Postal Ballot and through Ballot Paper at the venue of NCLT Convened Meeting is as under:-

Resolution- Approval of Scheme of Amalgamation of M J Casting Limited, Minda Distribution and Services Limited, Minda Auto Components Limited and Minda Rinder Private Limited (Transferor Companies), with Minda Industries Limited (Transferee Company).

Summary of voting through Remote E-voting, Postal Ballot and through Ballot Paper at the meeting:-

Particulars	Remote e-voting	Postal Ballot	Pollat meeting	Total	Percentage
Assent	15,13,74,288	8,60,38,835	583	23,74,13,706	99.99
Dissent	26	0	3	29	0.01
Total	15,13,74,314	8,60,38,835	586	23,74,13,735	100

Details of bifurcation of aforesaid votin!! are 2iven below:-

Al. Voting through Remote E-Voting

Particulars	No. of voters	No. of Equity Shares
a)Total votes cast	254	15,13,74,314
b)Less: Invalid votes	0	0
c)Net valid votes cast	254	15,13,74,314
d)Votes with assent	252	15,13,74,288
e)Votes with dissent	-2��--L	26

ADD.:- ROOM NO-115, FIRST FLOOR, POOJA COMPLEX, VEER SAVARKAR BLOCK, SHAKARPUR, DELHI-110092 Mobile No. -9899127929, 9212760601, Email Id: - manishkumarl004@gmail.com

MANISH MAN OCHA & COMP ANY

CHARTERED ACCOUNTANT

Particulars	No. of voters	No. of Equity Shares
a)Total votes cast	55	8,61,17,854
b)Less: Invalid votes*	4	79,019
c)Net valid votes cast	51	8,60,38,835
d)Votes with assent	51	8,60,38,835
e)Votes with dissent	0	0

A2. Voting through Postal Ballot

*Reason of Invalid Votes-

- 2 (Two) Equity Shareholders whose signature did not match as per the records maintained with the Company s RTA.

- 1 (One) Equity Shareholder whose particulars in the postal ballot did not match with the details available with the company.

- 1 (One) Equity Shareholder who voted through postal ballot have already voted through remote e-voting.

A3. Voting through Ballot Paper at the meeting

No of EquityShareholdersattended theMeeting	Particulars	No. of voters	No. of Equity Shares'
139"	a)Total votes cast	76	673
	b)Less: Invalid votes*	9	87
	c)Net valid votes cast	67	586
	d)Votes with assent	64	583
	e)Votes with dissent	3	3

#as per Attendance Register maintained by Registrar and Transfer Agents of the Company i.e. Link lntime lndia Pvt. Ltd. *Reason of Invalid Votes-

- 4 (Four) Equity Shareholders who voted at the meeting through Ballot papers have already voted through remote e-voting and postal ballot.

- 3 (Three) Equity Shareholders have neither given assent nor dissent in the Ballot Paper.

- 2 (Two) Equity Shareholders whose signature did not match as per the records maintained with the Company s RTA.

MANISH MAN OCHA & COMP ANY

CHARTERED ACCOUNTANT

Based on the above, the above resolution has been passed by equity shareholders with the requisite majority in number and value.

1. The Postal Ballots, Ballot Papers and other relevant records relating to voting have been handed over to the Hon'ble Chairperson of the meeting.

Thanking you,

Manish Manocha

Scrutinizer appointed fo.1'"""'""'·"', Convened meeting CP No.: 528520 Firm Registration No.: 026892N Place: New Delhi Date: December 09, 2019