MAXIMAA SYSTEMS LTD. CIN No. L271006)1990PLC014129 240, Naman Plaza, Adj. Raiguru Flyover, ~~ MAXIMAA S.V.Road, Kandivali-W, Mumbai- 400067. Ve Ph: +91 22 28648478 / 28012704 Date: 20" October, 2016 To, The Bombay Stock Exchange Limited, Department of Corporate Affairs, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, ‘Mumbai ~400 001. Scrip Code: 526538 Dear Sir/Madam, The 26" Annual General Meeting of the Company was held on Friday, 30 September, 2016 at B-1, Yashkamal, Tithal Road, Valsad- 396001. The Company has appointed M/s. K.Dalal & Co., Practicing Company Secretary (C.P. NO. 3863) as the Scrutinizer for conducting the remote e-voting and the ballot voting process at the Annual General Meeting. The Scrutinizer has submitted the report on 20"” October, 2016. Further such delay in publishing the e-voting results was due to following reasons: 1. The Scrutiniser Login and password was not furnished. Secondly which was provided by NSDL was unable to Operate By our Scrutiniser; 2. Noe voting opportunity was provided in respect of resolution No. 10 since said resolution was not uploaded for e-voting by Purva Share Registry. Pursuant to Regulation 44(3) of SEBI (isting Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the details regarding the consolidated voting results ofthe Resolution(<)._- assed at the Annual General Meeting in the prescribed format. The Consolidated Scrutinizer's Report is also enclosed for your records. Kindly take the same on record, Thanking You, Yours faithfully For Maxima Systems Ltd fa ‘Snehal Tondwalkar Company Secretary and Compliance Officer Registered Office: 8-1, Yashkamal, Tithal Road, Valsad, Gujarat-396 001, india | Web: www.maximaagroup.com| (GS) K, Dalal ex Co. (092279 00395 Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. FORM No. MGT-13 Report of Scrutinizer [Pursuant to rule section 109 of the Companies Act, 2013 and rule 21(2) of the Companies (Management and Administration) Rules, 2014] To, Chairman Maximaa Systems Limited ‘Annual General Meeting of the Equity Shareholders ofMaximaa Systems LimitedHeld ‘0n30.09,2016 at B-1, Yashkamal, Tithal Road, Valsad -396 001 Dear Sir, 1 Kunjal Dalal Proprietor of M/s. K.Dalal & Co, Practicing Company Secretaries have been appointed as Scrutinizer(s) for the purpose of the poll taken on the below mentioned resolution(s), at the ‘Annual General Meeting of the Equity Shareholders of Maximaa Systems Limited, held on 30.09.2016at B-1, Yashkamal, Tithal Road, Valsad-396 001 submit our report as under: 1, After the time fixed for closing of the poll by the Chairman, one ballot box kept for polling were locked in my presence with due identification marks placed by me. 2. ‘The locked ballot boxes were 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. 3, The poll papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately. 4, ‘The result of the Poll is as under:Company Secretaries ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, () Resolution No.1 Adoption of Financial Statements (1) Voted in favourof the resoluti K. Dalal & Co. (©) 0261-2366670 (M) 092279 00395 E-mail : k_dalal@rediffmail.com Surat-395 002. Number of members present and [ Number of votes] % oftotal number of voting (in person or by proxy) cast by them validvotes cast 36 29594501 100 (2) Voted against the resolution : Number of members present and | Number of votes] % oftotal number of voting (in person or by proxy) ‘cast by them validvotes cast oO o o (3) Invalid Vote/Abstained from voting Number of members present and (in person or by prox; o SS | votins () Resolution No. 2 Number them of votes cast Re-appointment of Mr. Manoj Shah (DIN: 00016358),Who retires by rotation. () Voted in favourof the resolution: Number of members present and | Number of votes | % oftotal number oF voting (in person or by proxy) cast by them validvotes cast 36 29594501 100 (2) Voted against the resolutio - Number of members present and | Number of votes | % oftotal numberof voting (in person or by proxy) cast by them validvotes cast | 0 0 0 (3) Invalid Vote/Abstained from voting Number of members present and voting (in person or by] Number of votes cast proxy) by them 0 o. (O) 0261-2366670 ( S) K Dalal ex Co. (M) 092279 00395 Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. (Resolution No. 3 Ratification of Appointment of Statutory Au () Noted in favourof the resolution: Number of members present and Number of votes | % of total number of voting (in person or by proxy) cast by them validvotes cast 36 29594501 100 (2) Voted against the resolution : Number of members present and Number of votes | % of total number of voting (in person or by proxy) cast by them validvotes cast 0 0 0 (3) Invalid Vote/Abstained from voting | Number of members present and Number of votes cast voting (in person or by proxy) them 0 Special Business (©) Resolution No. 4 ‘To Appoint Mrs. Shaila Manoj Shah As The Women Director Of The Company (1) Voted in favourof the resolution: Number of members present and Number of votes | % of total number of valid voting (in person or by proxy) cast by them votes cast 36 29594501 100 (2) Voted against the resolution : Number of members present and Number of votes] % of total number of valid voting (in person or by proxy) cast by them votes cast 0 o 0 (3) Invalid Vote/Abstained from voting Number of members present and Number of votes cast voting (in person or by proxy) __| by them 0(GS) K, Dalal & Co. tia esezvo onsss Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. (€) Resolution No. 5 Re-Appointment of Mr. Manoj Shah as the Managing Director (Holding DIN 00017594), of the Company (1) Voted in favourof the resolution: Number of members present and ‘Number of votes % of total number of valid voting (in person or by proxy) cast by them votes cast 36 29594501 100 (2) Voted against the resolution : Number of members present and Number ofvotes | % of total number of valid voting (in person or by proxy) cast by them votes cast 0 0 o (3) Invalid Vote/Abstained from voting Number of members present and ‘Number of votes cast voting (in person or by proxy) by them, . 0 0 (Resolution No. 6 Re-Appointment of Mr. Mayur Shah as the jt. Managing Director (Holding DIN 00016358), of the Company: () Voted in favourof the resolution: ‘Number of members present and Number of votes | % of total number of valid voting (in person or by proxy) cast by them votes cast 36 29594501 100 (2) Voted against the resolution : Number of members present and Number of votes % of total number of valid voting (in person or by proxy) ___| cast by them votes cast oO oO o (3) Invalid Vote/Abstained from voting Number of members present and Number of votes cast voting (in person or by proxy) by them 0 o(eS) K. Dalal & Co. fu) 092279 00398 Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. (Resolution No.7 Re-Appointment of Mr. Mahesh Shah as the Jt. Managing Director (Holding DIN 00017559), of the Company (Voted in favourof the resolution: ‘Number of members present and Number of votes ‘% of total number of valid voting (in person or by proxy) castby them votes cast 36 (29594501 100 (2) Voted against the resolution : Number of members present and Number of votes | % of total number of valid voting (in person or by proxy) cast by them votes cast o 0 o (3) Invalid Vote/Abstained from voting, Number of members present and ‘Number of votes cast voting (in person or by proxy) by them, 0 0 (¢) Resolution No. 8 ‘Authority to accept Unsecured Loan with Option to Convert into Equity (1) Voted in favourof the resolution: ‘Number of members present and Number of votes | % of total number of valid (in person or by proxy) cast by them votes cast 36 29594501 100 (2) Voted against the resolution : Number of members present and Number of votes | % of total number of valid voting (in person or by proxy) cast by them votes cast 0 0 0 (3) Invalid Vote/Abstained from voting ‘Number of members present and ‘Number of votes cast voting (in person or by proxy) by them o o(BS) K, Dalal e Co. Company Secretaries E-mi (0) 0261-2366670 (M) 092279 00395 <_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. (©) Resolution No.9 To hive off Storage Manufacturing Division (1) Noted in favourof the resolution: Number of members present and Number of votes | % oftotal number of valid voting (in person or by proxy) cast by them votes cast 36 29594501 100 (2) Voted against the resolution : ‘Number of members present and Number of votes | 9% of total number of valid voting (in person or by proxy) cast by them votes cast 0 0 0 (3) Invalid Vote/Abstained from voting, ‘Number of members present and ‘Number of votes cast voting (in person or by proxy) by them 0 o () Resolution No. 10 To hive Off 1.7. Division In the notice of AGM the Resolution for Hiving off I. Division was included as agenda No. 10 However we are inform that the said resolution was inadvertently not included in the E-voting system and Postal Ballots send to members. Hence there is no question of Voting and we are inform that the management has decided not to act on the same 5. A statement containing a list of equity shareholders who voted “FOR", “AGAINST’and those whose votes were declared invalid for each resolution is enclosed. 6. The poll papers and all other relevant records were sealed and handed over to the Company Secretary / Director authorized by the Board for safe keeping. ‘Thanking you Yours faithfully Place: Surat Date: 30.09.2016 For K. Dalal & Co. Company secretaries [Ee Andete? Kunjal Dalal Proprietor(OS) BP aelo co. sizer Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. 30.09.2016 4 To, The Chairman Maximaa Systems Limited B-1, Yashkamal, Tithal Road, Valsad-396 001 Dear sir, Sub. Ref: Consolidated report on E voting and poll at Annual General Meeting 1, Kunjal Dalal,Proprieror M/s KDalal & Co, Practicing Company secretaries have been appointed by the Board of Directors of Maximaa Systems Limited, as scrutiniser for the purpose of scrutinising the e-voting process along with postal ballot forms and for ascertaning the requisite majority on e-voting carried out as per the provisions of section 108 of the Companies Act 2013 read with rule 20(3)(xi) of the Companies (Management and Administration) Rules 2014 on resolutions contained in the notice of Twenty SixthAnnual General Meeting of members of Maximaa Systems Limitedto be held on Friday, 30%September, 2016 at Valsad. was also assigned work of acting as scrutiniser at the poll taken at Annual General Meeting, ‘The management of the company is responsoble to ensure the compliance with the requirement of the relevant provisions of the Companies Act, 2013 and rules relating to same in relation to voting throughelectronic means on resplutions contained in the notice of Annual General Meeting to be held on 30% September, 2016. My responsibility as scrutiniser for e-voting process Is restricted to make scrutinisers report of votes cast in favour or against the resolutions and invalid votes based on reports generated from e-voting system provided by Purva Share Registry India Private Limited the Registrar and Share Transfrer Agents of Maximaa Systems Limited and authorised to provide e-voting facility engeged by the company.aneee7n Company Secretaries E-mail : k_dalal@rediffmail.com (GS) K. Dalal & Co. (i) o22279 00395 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. Resolution Number 1 To receive, consider and adopt a. The Audited Financial Statements of the Company for the financial year ended 31st March, 2016, together with the Reports of the Board of Directors and the Auditors thereon; and b. The Audited Consolidated Financial Statements of the Company for the financial year ended 31* March, 2016, together with the Report of the Auditors thereon, Particulars of Votes cast Mode | Ballots | Total Favour ‘Against Invalid / received | Shares Abstained Ballots | Votes _| Ballots | Votes | Ballots | Votes Electronic | 3 5975 3 5975 0 0 0 0 Physical 0 0 0 0 0 0 0 0 On Poll 36__| 29594501 | 36 | 29594501 | 0. 0 0 0 Total 39__| 29600476 | 39 | 29600476| 0 | 0 0 0 Resolution Number 2 To appoint a Director in place of Mr. Manoj Shah (holding DIN 00016358), who retires by } rotation and being eligible, offers himself for re-appointment. Particulars of Votes cast, Mode | Ballots | Total Favour Against Invalid / Received | Shares Abstained Ballots | Votes _| Ballots | Votes | Ballots | Votes Electronic | 3 5975 1 1400 1 | 4490 1 85 Physical 0 0 0 0 0 0 0 0 On Poll 36 __| 29594501 | 36 | 29594501 | 0 0 0 0 Total 39 | 29600476 | 37 | 295959011 | 4490) 14 85 Resolution Number 3 Appointment of Statutory Auditors of the Company “RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and read with Companies (Audit and Auditors) Rules, 2014 Including any statutory modification, re-enactment and amendments made from time to time,(GS) K, Dalal & Co. (032279 oo29s Company Secretaries E-mail : k_dal 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. consent of members be and is hereby accorded to appoint M/s. C. D. Khakhkhar & Co. (ICAI Firm Registration No. 141767W ),as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of this Annual General Meeting until the conclusion of the 31st ‘Annual General Meeting subject to ratification of their appointment at every Annual General Meeting at such remuneration plus service tax, out-of pocket, travelling and living expenses, etc, as may be mutually agreed between the Board of Directors of the Company and the Auditors Particulars of Votes cast Mode | Ballots | Total Favour ‘Against Invalid / received | Shares Abstained 2 Ballots | _ Votes _| Ballots | Votes | Ballots | Votes Electronic} 3 59750 3 5975 0 0 0 0 Physical 0 0 0 0 0 0 0 0 On Poll 36 | 29594501 | 36 | 29594501 | 0 0 0 0 Total 39 | 29654251| 39 | 29600476| 0 0 0 0 SPECIAL BUSINESS: Resolution Number 4 ‘TO APPOINT MRS. SHAILA MANO] SHAH AS THE WOMEN DIRECTOR OF THE COMPANY: “RESOLVED THAT pursuant to the provisions of section 149, 150, 152 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 Clause 49 of the Listing ‘Agreement, Mrs. Shaila Manoj Shah (DIN : 02567402), who was appointed as an Additional Director pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of theCompany and who hold office up to the date of this Annual General Meeting, be and is hereby appointed as an Independent Director of the Company to hold office for consecutive years for a term up to 31st March, 2021, not liable to retire by rotation.” Particulars of Votes cast Mode | Ballots | Total Favour Against Invalid / received | Shares Abstained Ballots | Votes _| Ballots | Votes | Ballots | Votes Electronic | 3 5975, 2 1485 1 | 4490] 0 0 Physical 0 0 0 0 0 0 0 0 On Poll 36 | 29594501 | 36 | 29594501 | 0 o 0 0 Total 39 | 29600476 | 38 | 29595986| 1 | 4490| 0 0 rediffmail.com(0) 0261-23666 K Dalal CF Cor (M) 092279 003 Company Secretaries E \_dalal@rediffmail.cc 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 0¢ Resolution Number 5 RE-APPOINTMENT OF MR. MANO} SHAH AS THE MANAGING DIRECTOR (HOLDING DIN (00017594), OF THE COMPANY: approvedby the Board of Directors) G Perquisites: Perquisites shall be allowed in addition to salary and they shall be restricted to thefollowing: Part'a’ Housing: {mn case no accommodation is provided by the Company, the Managing Director shall be entitled ‘house rent allowance subject tothe ceiling laid dewn (a) below: + 6086 of the salary, over and above 10% payable by the Managing Director; {i In case the accommodation is owned by the Company 10% of the salary of the Managing Director shallbe deducted by the Company. Explanation- The expenditure incurred by the Company on gas, electricity, water and furnishing Will be valued as perthe Income-tax Rules, 1962. This shat however be subject to a ceiling of 10% of the salary of theManaging Director. Leave Travel Concession: For self and family, once in @ year incurred in accordance with the rules ofthe Company. Medical Reimbursement: Reimbursement of expenses incurred for self and family subject toa ceiling lifemembership fee. Personal Accident Insurance: Premium not to exceed 10,000 per annum, fxplanationFamily" means the spouse, the dependent children and dependent parents of ManagingDirector. Perquisites as above shall be restricted to an amount equal to the annual salary or Rs. 50,000per annum, whichever is less Part ‘BY(GS) K, Dalal e& Co. (062279 oos08 Company Secretaries E-mail : k_dalal@rediffm; com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. Contribution towards Provident Fund: Company's contribution to provident fund shall not exceedthe extent ie. not to be taxable under the Income Tax Act, 1962Gratuity: As per the Rules ofthe Company, but shall not exceed one-half month's salary for eachcompleted year of service, Part‘ Conveyance and Telephone: Provision of car with driver for use on Company's business and telephoneat residence will not be considered as perquisites. Personal long distance calls on telephone and use ofear for private purpose shall be billed by the Company. Famed Leave: On full pay and allowances as per the Rules of the Company, but not exceeding qucmonth’s leave for every eleven months of service. Leave accumulated shall be en-cashable at the endof the tenure. Encashment of leave at the end of the tenure will not be inchaded in the ‘computation ofthe ceiling on perquisites, D. Commission: Such amount for each financial year as may be recommended by the Committee and approved by theBoard, subject to the minimum of 6 months’ salary and maximum of monthy salary. E, Minimum Remuneration: Where in any financial year during the currency of tenure of the Managing Director the Company hasno profits or its profits are inadequate, Mr. Manoj Shah shall he entitled to receive above remunerationincluding perquisites, commission / performance pay, ett 48 minimus 21d ation subject to theprovision of Section 197 read with Schedule V to Companies Act, 2013 or as may be prescribed byCentral Government from time to time. F. Termination: The appointment is the other’. ble for termination by either party giving 6 months’ notice in writing to RESOLVED FURTHER THAT the terms and conditions ofthe appointment may be altered and ‘ariedfrom time to time by the Board of Directors (the Board’ which term shall be deemed to inchudeRemuneration Committee thereof) as it may in its discretion deem fit within the caximum amount payableto the Managing Director in accordance with Schedule V to the Companies Act 2013, other relevantprovision of the Companies Act, 2013 and subject to such other modification/amendments made thereunder. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors,(herein after referred to as “the Board” which term shall be deemed to include any duly authorisedcommittee thereof, for time being exercising the powers conferred by the Board by the resolution) beand is hereby authorized to take such steps and to do all such acts, deeds, matters and things as may.in its absolute discretion, deem necessary or desirable or to settle any question or difficulty that mayarise in such manner as it may deem fit and also, to make Such alterations and modifications, as may berequired within the limits of Schedule V to the Companies Act, 2013 or such other limits as may beprescribed by Central Government from time to time.”1. (CS) K, Dalal & Co. (i) 092279 00385 Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. Particulars of Votes cast Mode | Ballots | Total Favour Against Invalid / received | Shares | Abstained Ballots | Votes _| Ballots | Votes | Ballots | Votes Electronic | 3 5975 2 1485 1 [4490] 0 0 Physical 0 0 0 0 0 o 0 0 On Poll 36 | 29594501 | 36 | 29594501 | 0 0 o o Total 39 | 29600476| 38 |29595086| 1 | 4490, 0 o Resolution Number 6 RE-APPOINTMENT OF MR. MAYUR SHAH AS THE JT. MANAGING DIRECTOR (HOLDING DIN 00016358), OF THE COMPANY: “RESOLVED THAT in accordance with the provisions of Sections 196 and 197 read with Schedule V and all other applicable provisions of Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force), Articles of Association of the Company and approved by the Remuneration Committee and Board of Directors, the ‘members hereby approves re-appointment of Mr. Mayur Shah, as Managing Director with effect from 07th March, 2016 on terms and conditions including remuneration as set out in Clause A to Fbelow: Period of Appointment: 07th March, 2016 to 06th March, 2021. i Salary: 70,000/- (Increment upto 20% per annum as may be recommended by the Remuneration Committee and approvedby the Board of Directors) erquisites: Perquisites shall be allowed in addition to salary and they shall be restricted to the following: Part‘A’ Housing: In case no accommodation is provided by the Company, the Managing Director shall be entitled tohouse rent allowance subject to the ceiling laid down in (a) below: ‘v, 60% of the salary, over and above 10% payable by the Managing Director; iv. In case the accommodation is owned by the Company 10% of the salary of the Managing Director shallbe deducted by the Company. Explanation -The expenditure incurred by the Company on gas, electricity, water and furnishing will be valued as perthe Income-tax Rules, 1962. This shall however be subject to a ceiling of 10% of the salary of theManaging Director. Leave Travel Concession: For self and family, once in a year incurred in accordance with the rules ofthe Company.(eS) K, Dalal & Co. (Gh esanre 0030s Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, Bh. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. Medical Reimbursement: Reimbursement of expenses incurred for self and family subject to a reflingof one month's salary ina yearorthree month's ‘salary over a period of three years. Club Fees: Fees of Clubs subject to a maximum of two clubs ‘This will not include admission and lifemembership fee. Personal Accident Insurance: Premium not to exceed Rs 10,000 per annum. Explanation: "Family’ means the spouse, the dependent children and dependent parents of ManagingDirector. Perquisites as above shall be Vestricted to an amount equal to the annval salary or Rs, 50,000per annum, whichever is less: Part 'B’ Contribution towards Provident Fund: Company's contribution to provident fund shall not caceedthe extent .e.not tobe taxable under the Income Tax ‘Act, 1962Gratuity: As per the Rules rhe Company, but shall not exceed one-half month's salary for eachcompleted year of service. Part‘C’ Conveyance and Telephone: Provision of car with drive for use on Company's business and telephoneat residence will not be considered 2s perquisites. Personal long distance calls on telephone and use ofcar for private purpose shall De billed by the Company. armed Leave: On full pay and allowances as per the Rules of the Company, but not exceeding ‘Gnemonth's leave for every eleven months of service. Leave ‘accumulated shall be en-cashable at the endof the tenure, Eneashment of leave at the end of the tenure will not be included in the ‘computation ofthe ceiling on perquisites. iv. Commission: Such amount for each financial year as may be recommended by the Committee and approved by theBoard, subject to the minimum of & ‘months’ salary and maximum of 9 months’ salary. vy, Minimum Remuneration: Where in any financial year during the currency of tenure of the Managing Director the Company hasno profits oF its profits are Inadequate, Mr. Mayur Shah shall be entitled to receive above remunerationincluding perquisites, commission / performance pay, etc. as minimum remuneration subject to theprovision of Section 197 read with Schedule V to Companies Act, 5013 or as may be prescribed byCentral Government from ime to time. vi, Termination: The appointment is liable for termination by either Party giving 6 months’ notice in writing to the other’. RESOLVED FURTHER THAT the terms and conditions of the appointment may be altered and variedfrom time to time by the Board of Directors (ithe Board’ which term shall be deemed! TnctudeRemuneration commitee thereof) as It may In Its discretion deem fit within the maximum amount payable to the Managing Director in accordance with Schedule V to the Companies Act 2013, other meiauiaeeision of the companies ACK 2013 and subject to such other modification amendments madethereunder.(O) 0261-2366670 (gS) K Dalal eo Co. (M) 092279 00395 Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors,(herein after referred to as “the Board” which term shall be deemed to include any duly authorisedcommittee thereof, for time being exercising the powers conferred by the Board by the resolution) beand is hereby authorized to take such steps and to do all such acts, deeds, matters and things as may,in its absolute discretion, deem necessary or desirable or to settle any question or difficulty that mayarise in such manner as it may deem fit and also, to make such alterations and modifications, as may berequired within the limits of Schedule V to the Companies Act, 2013 or such other limits as may beprescribed by Central Government from time to time.” Particulars of Votes cast Mode | Ballots | Total Favour ‘Against Invalid / received | Shares Abstained Ballots | Votes _| Ballots | Votes | Ballots | Votes Electronic | 3 5975 2 1485 1 | 4490] 0 0 Physical 0 0 0 0 0 0 0 0 On Poll 36__| 29594501 | 36 | 29594501| 0. 0 o 0 Total 39 | 29600476| 38 | 29595986| 1 | 4490/0 o Resolution Number 7 RE-APPOINTMENT OF MR. MAHESH SHAH AS THE JT. MANAGING DIRECTOR (HOLDING DIN 00017559), OF THE COMPANY: “RESOLVED THAT in accordance with the provisions of Sections 196 and 197 read with Schedule V and all other applicable provisions of Companies Act, 2013 (including any statutory ‘modification(s) or re-enactment thereof for the time being in force), Articles of Association of the Company and approved by the Remuneration Committee and Board of Directors, the members hereby approves re-appointment of Mr. Mahesh Shah, as Managing Director with effect from 07th March, 2016 on terms and conditions including remuneration as set out in Clause A to F below: Period of Appointment: 07th March, 2016 to 06th March, 2021. i. Salary: 70,000/- (Increment upto 20% per annum as may be recommended by the Remuneration Com approved by the Board of Directors) ii, Perquisites: Perquisites shall be allowed in addition to salary and they shall be restricted to the following: Part‘A’ Housi ‘e and(GS) K, Dalal & Co. (i 052270 00395 Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. In case no accommodation is provided by the Company, the Managing Director shall be entitled to house rent allowance subject to the ceiling laid down in (a) below: 60% of the salary, over and above 10% payable by the Managing Director; vi. In case the accommodation is owned by the Company 10% of the salary of the Managing Director shall be deducted by the Company. Explanation The expenditure incurred by the Company on gas, electricity, water and furnishing will be valued as perthe Income-tax Rules, 1962, This shall however be subject to a ceiling of 10% of the salary of theManaging Director. Leave Travel Concession: For self and family, once in a year incurred in accordance with the rules ofthe Company. Medical Reimbursement: Reimbursement of expenses incurred for self and family subject to a ceilingof one month's salary in a year or three month's salary over a period of three years, Club Fees: Fees of Clubs subject to a maximum of two clubs. This will not include admission and lifemembership fee. Personal Accident Insurance: Premium not to exceed Rs. 10,000 per annum. Explanation—"Family" means the spouse, the dependent children and dependent parents of ManagingDirector. Perquisites as above shall be restricted to an amount equal to the annual salary or Rs. 50,000per annum, whichever is less. Part‘B’ Contribution towards Provident Fund: Company's contribution to provident fund shall not exceedthe extent Le. not to be taxable under the Income Tax Act, 1962 Gratuity: As per the Rules of the Company, but shall not exceed one-half month's salary for eachcompleted year of service. Part‘C’ Conveyance and Telephone: Provision of car with driver for use on Company's business and telephoneat residence will not be considered as perquisites. Personal long distance calls on telephone and use ofcar for private purpose shall be billed by the Company. Earned Leave: On full pay and allowances as per the Rules of the Company, but not exceeding ‘onemonth’s leave for every eleven months of service. Leave accumulated shall be en-cashable at the endof the tenure. Encashment of leave at the end of the tenure will not be included in the computation ofthe ceiling on perquisites. iii, Commission: Such amount for each financial year as may be recommended by the Committee and approved by theBoard, subject to the minimum of 6 months’ salary and maximum of 9 months’ salary. . Minimum Remuneration: Where in any financial year during the currency of tenure of the Managing Director the Company hasno profits or its profits are inadequate, Mr. Mahesh Shah shall be entitled to receive above remunerationincluding perquisites, commission / performance pay, etc. as minimum remuneration subject to theprovision of Section 197 read with Schedule V to Companies Act, 2013 or as may be prescribed byCentral Government from time to time.(GS) K, Dalal ex Co. (08227900208 Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. v. Terminati ‘The appointment is liable for termination by either party giving 6 months’ notice in writing to the other’. RESOLVED FURTHER THAT the terms and conditions of the appointment may be altered and variedfrom time to time by the Board of Directors (‘the Board’ which term shall be deemed to includeRemuneration Committee thereof) as it may in its discretion deem fit within the maximum amount payableto the Managing Director in accordance with Schedule V to the Companies Act 2013, other relevantprovision of the Companies Act, 2013 and subject to such ‘other modification /amendments made thereunder. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors,(herein after referred to as “the Board” which term shall be deemed to include any duly authorizedcommittee thereof, for time being exercising the powers conferred by the Board by the resolution) beand is hereby authorized to take such steps and to do all such acts, deeds, matters and things as may,in its absolute discretion, deem necessary or desirable or to settle any question or difficulty that mayarise in such manner as it may deem fit and also, to make such alterations and modifications, as may berequired within the limits of Schedule V to the Companies Act, 2013 or such other limits as may beprescribed by Central Government from time to time.” Particulars of Votes cast Mode | Ballots | Total Favour ‘Against Invalid / received | Shares Abstained Ballots | Votes _| Ballots | Votes | Ballots | Votes Electronic | 3 5975, 2 1485 1 | 4490] 0 0 Physical 0 0 0 0 0 0 0 0 On Poll 36 | 29594501 | 36 | 29594501 | 0 o 0 0 Total 39 | 29600476 | 38 |29595986| 1 | 4490/0. 0 Resolution Number 8 Authority to accept unsecured loan with option to convert into equity “RESOLVED THAT pursuant to section 62(3) read with Chapter IV of the Companies (SHARE CAPITAL AND DEBENTURES) Rules, 2014 and all other applicable provisions, if any, of the Companies Act 2013, (including any statutory modification(s) or re-enactment thereof for time being in force), the consent of the Company be and is hereby accorded to the Board of Directors to borrow money from time to time with option of conversion of same in to equity shares of(GS) K, Dalal ex Co. (ny oszz79 00395 Company Secretaries E-mail : k_dalal@rediffmail.com 205, “Pawan Hans’, Bih, Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. company at such price as may be decided in pursuance of SEBI Regulations/Rules provided the monies so borrowed with option for conversion in to equity shares shall at any time do not exceed Rs.5,00,00,000/- (Five Crores Rupees); RESOLVED FURTHER THAT for the purpose of giving effect to the aforesaid resolution, the Board be and is hereby authorized on behalf of the Company to take all actions and to do all ‘such acts, deeds, matters and things (including sub delegating its powers to authorized representatives) as it may, in its absolute discretion, deem necessary, expedient, desirable or appropriate to give effect to this Resolution. Mode | Ballots | Total Favour Against Invalid / received | Shares Abstained Ballots | _ Votes _| Ballots | Votes | Ballots | Votes Electronic | 3 5975, 3 5975 0 0 0 0 Physical 0 0 0 0 0 0 0 0 On Poll 36 | 29594501 | 36 | 29594501| 0 0 0 0 ‘Total 39 | 29600476| 39 | 29600476| 0 0 0 0 Resolution Number 9 TO HIVE OFF STORAGE MANUFACTURING DIVISION: “RESOLVED THAT pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 {corresponding to Section 293(1)(a) of the Companies Act, 1956) and other applicable provisions, ifany, of the Companies Act, 1956 and Companies Act, 2013 (including any statutory modifications, amendments or re-enactments thereto) and the rules thereunder (collectively the “Act") and subject to requisite approvals including the approval ofall concerned statutory and regulatory authorities and departments, person or persons, if and to the extent necessary ‘and such other approvals, permissions and sanctions as may be required, consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall include a Committee thereof authorised for the purpose) for selling and / or transferring and / or disposing off the Storage Division of the Company together with/without the movable and immovable assets and with/without liabilities, land and building, leasehold interests, accessories, offices, office equipment, employees, contracts and arrangements, customers, dealers, vendors all rights thereunder, all intellectual property rights, tangible and intangible assets, business know-how, goodwill, receivables, including all licenses, approvals, and permits of whatsoever nature related to the Storage Division, whether partially cor fully, on a going concern basis, whether on a slump sale basis or otherwise, such(BS) XDalaler ce. esas: Company Secretaries E-mail - k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. consideration whether in cash or kind, from such date and on such terms and conditions as the Board may deem fi “RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, ‘matters and things including but not limited to, deciding the time when the Storage Division be disposed off / other incidental and ancillary activities thereto, determining such other terms and conditions relevant to the transfer, negotiating and finalising the terms of sale, negotiating, finalizing and executing asset purchase agreement(s) / business transfer agreement(s), by whatever name called, such other agreements, deeds, documents, indemnities, contracts, declarations, undertakings, forms, letters and such other papers as may be necessary, desirable and expedient to be agreed, signed and ‘executed, to determine the consideration, to make all such filings and applications for the statutory / regulatory and other approvals as may be required in the manner of selling and / or transferring and / or disposing off the Storage Division of the Company and to complete the aforesaid transactio Particulars of Votes cast Mode | Ballots | Total Favour ‘Against Invalid / received | Shares Abstained Ballots | Votes _| Ballots | Votes | Ballots | Votes Electronic] 3 5975 3 5975 0 0 0 0 Physical 0 0 0 0 ° 0 0 0 On Poll 36 | 29504501 | 36 | 29594501 | 0 o o o Total 39 | 29600476| 39 | 29600476 | 0 0 0 0 Resolution Number 10 TO HIVE OFF LT. DIVISION: “RESOLVED THAT pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 (corresponding to Section 293(1)(a) of the Companies Act, 1956) and other applicable provisions, any, of the Companies Act, 1956 and Companies Act, 2013 (including any statutory modifications, amendments or re-enactments thereto) and the rules thereunder (collectively the “Act”) and subject to requisite approvals including the approval of all concerned statutory and regulatory authorities and departments, person or persons, if and to the extent necessary and such other approvals, permissions and sanctions as may be required, consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “Board”, which term shall include a Committee thereof authorized for the purpose) for selling and / or transferring and / or disposing off the L.T Division of the Company together with/without the movable and immovable assets and with/without liabilities, land and0S) K, Dalal & Co. (i) 022279 0038s Company Secretaries E-mail : k_dalal@rediffmail.com 205, ‘Pawan Hans’, B/h. Chamunda Restaurant, Sub Jail Char Rasta, Ring Road, Surat-395 002. building, leasehold interests, accessories, offices, office equipment, employees, contracts and arrangements, customers, dealers, vendors, all rights thereunder, all intellectual property rights, tangible and intangible assets, business know-how, goodwill, receivables, including all licenses, approvals, and permits of whatsoever nature related to the I:T Division, whether partially or fully, on a going concern basis, whether on a slump sale basis or otherwise or such consideration whether in cash or kind, from such date and on such terms and conditions as the Board may deem fit; “RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things including but not limited to, deciding the time when the LT. Division be disposed off / other incidental and ancillary activities thereto, determining such other terms and conditions relevant to the transfer, negotiating and finalizing the terms of sale, negotiating, finalizing and executing asset purchase agreement(s) / business transfer agreement(s), by whatever name called, such other agreements, deeds, documents, indemnities, contracts, declarations, undertakings, forms, letters and such other papers as may be necessary, desirable and expedient to be agreed, signed and executed, to determine the consideration, to make all such filings and applications for the statutory / regulatory and other approvals as may be required in the manner of selling and / or transferring and / or disposing off the L.T Division of the Company and to complete the aforesaid transaction.” In the notice of AGM the Resolution for Hiving off LT. Division was included as agenda No. 10 However we are inform that the said resolution was inadvertently not included in the E-v system and Postal Ballots send to members. Hence there is no question of Voting and we are inform that the management has decided not to act on the same ‘The physical postal ballot forms have been for safe custody to the Company Secretary / Director authorized by the Board. ‘You may accordingly declare the result of the voting by Postal Ballot. For K.Dalal& Co, Company Secretaries [CrDdetes Kunjal Dalal Proprietor CP. No. 3863