RANJEET VERMA & ASSOCIATES COMPANY SECRETARIES CS 58, If, SECTOR 1, VAISHALI, GZ8-201010 Email ~ ranieet@ranjeetcs.com, Ph- 01204234198 SCRUTINIZER'S REPORT (Pursuant to section 110 of the Companies Act, 2013 and rule 22 of Companies (Management and Administration) Rules 2014 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management andAdministration) Amendment Rules2015to the extentapplicable.) To, The Board of Directors MODIPON LIMITED HAPUR ROAD, MODI NAGAR UTTAR PRADESH-201204 Dear S Sub, :Scrutinizer’s Report on E-voting and Postal Ballot conducted_in pursuant to isions of Section 110 of the Compa ct “the Act") and th 22 of the Companies (Management and Administration) Rules 2014 read with Rule 20 of the Companies (Management and Administration) Rules 2014 as amended by of mpanies (Mana, nt _and Administration) Amendment Rules 2015 t 1, Ranjeet Kumar Verma, Practicing Company Secretary, was appointed as a Scrutinizer of MODIPON LIMITED (“the Company") pursuant to section 110 of the Companies Act, 2013 and Rule 22 of the Companies (Management and Administration) Rules 2014 read with Rule 20 of the Companies (Management and Administration) Rules 2014 as amended by of the Companies (Management and Administration) Amendment Rules 2015 to the extent applicable, for the purpose of Scrutinizing the e-voting and Postal Ballot in a fair and transparent manner and ascertaining the requisite majority on e-voting and Postal Ballot out as per the provision of Companies Act, 2013 on the below mentioned resolution(s), Isubmit our reportas under: 1. The e-voting period remained open from 08th September 2016 (09:00 A.M) to 07% October 2016 (05:00 P.M.) 2. The shareholders holding shares either in physical form or in dematerialized form as on the “cut off" date ie. 02% September 2016 were entitled to vote electronically on the proposed resolution as set out in the Notice of Postal Ballot dated 015 September 2016 of MODIPON LIMITED. 3. The votes were unblocked on 07% October 2016 after 5.30 P. in the presence of twowitnesses, Mr. Kamal Kumar (B-257, Tigti Ext, Khanpur, New Delhi-110062) and Ms Kirti Singhal (Ghaziabad, Uttar Pradesh) who are not in the employment of the Company. They have signed below in Confirmation of the votes being unblocked in their presence. 5.05, lw! wes Signatures ~ Signatures Kamal Kumar Kirti Singhal 4. The physical postal ballots were received up to 17.30 hours on 07% October 2016 through self-addressed business reply envelopes. 5. Thereafter, the details, containing, inter-alia, list of equity shareholders, who voted “For” and “Against”, were downloaded from the e-voting website. 6. The results of the Postal Ballot and e-voting are as under: Resolution: - Approval of Preferential Allotment of 37,38,632 Equity shares of Modipon Limited @ Rs. 10/- each to M/s Modi Inter Continental Private Limited (a related party) in part discharge of its loan of Rs. 6 Crores. (i) Voted in favour of the resolution: Number of jumber of JNumberof — [Number of __ [Total % of total Members. rotes cast Members otescast Inumber of votes|number of oted through |(shares)-E- |voted—Postal|(shares)- _{cast through E- \validVotes lE- Voting ting Ballot [Postal Ballot Wotingand —_ast Postal Ballot 4 2. 36,34.005 __36,34.408 97.73(ii) Voted against the resolution: [Number of [Numberof [Number of [Number of [Total oftotal Members otes cast Members. otes cast Inumber of votes number of oted through |(shares)-E- _ |voted—Postal (shares)- ast through E- alidVotes lE- Voting oting Ballot Postal Ballot Voting and Postaljcast Ballot 6 lesz 7 84,098 [84.550 2.27 (iii) Invalid Votes: Number of — [Numberof Number of [Number of __|Total 1% oftotal Members otescast_ Members —jvotescast_ ~— [numberof —_ number of oted through ((shares)-E- voted —Postal |shares)- jotes cast alidVotes IE- Voting oting Ballot Postal Ballot {through E- {cast oting and [Postal Ballot 0 0 9 0. 0 0 7. The details containing the list of Equity Shareholders who voted “FOR”, “AGAINST” and those whose votes were declared invalid for the Resolution along with the Postal ballot and all other relevant records were sealed and handed over to the Company secretary / Director authorized by Board for safe keeping, Thanking You, Yours faithfully For Ranjeet Verma & Associates Py Ranjeet Kisiar Verma M. No, 6814 Place: Ghaziabad CP No. 7463 Date: 07/10/2016