MINUTES OF THIRD MEETING OF FINANCIAL YEAR 2018-19 (03/2018-19) OF THE

BOARD OF DIRECTORS OF M/S MPG REALTY PRIVATE LIMITED HELD ON WEDNESDAY

THE 6TH DAY OF JUNE 2018 AT THE REGISTERED OFFICE OF THE COMPANY AT 502,
SACHDEVA CORPORATE TOWERS, 17, KARKARDOOMA COMMUNITY CENTRE DELHI-
110092 AT 12:00 PM

PRESENT

Mr. Anoop Kumar Shrivastava Director

Mr. Ranjeet Kumar Gupta Director

Mr. Sanjay Sinha Director

Meeting commenced at 12.00 P.M.

BM:3/2018-19 CHAIRMAN
01
Mr. Anoop Kumar Shrivastava was elected as the Chairman of the Meeting.

Thereafter the meeting proceeded with the business as set out in the Agenda.

BM:3/2018-19 QUORUM OF THE MEETING

02
The Chairman confirmed the existence of quorum was in terms of the Provisions of
Companies Act 2013 read with the Articles of Association of the Company throughout the
meeting.

BM:3/2018-19 LEAVE OF ABSENCE

03
All the Directors were present except Mr. Rishi Jain who has requested for a leave of absence
and was granted the same.

BM:3/2018-19 CONFIRMATION OF MINUTES OF PREVIOUS MEETING

04
Minutes of the last meeting of the Board of Directors held on 28.05.2018, of the company
were placed before the meeting and the same was taken as read and confirmed:

BM:3/2018-19 CORPORATE GUARANTEE TO M/S SEQUEL BUILDCON

05 PVT. LTD,

The Chairman informed the Board that M/s Sequel Buildcon Pvt. Ltd., our Fellow Subsidiary
Company is in process of tying up sanctions for financial assistances in the aggregate not
exceeding Rs. 90,00,00,000 (Rupees Ninety Crores only) (the “Facility”) from Aditya Birla
Finance Limited, a Company incorporated under the Companies Act, 1956 and registered
with the Reserve Bank of India as a Non-Banking Finance Company and having its registered
office at Indian Rayon Compound, Veraval, Gujarat 362266 and having its corporate/branch
office inter alia at One Indiabulls Centre, Tower 1, 18th Floor, Jupiter Mill Compound| 841,
Senapati Bapat Marg, Elphinstone Road, Mumbai 400 013 (hereinafter referred to as
“Lender” or“ ABFL” which expression shall, unless the context otherwise requires, be
deemed to mean and include its successors and assigns) for purposes of Rupee Term Loan
on terms and conditions to be stipulated by the lender and enter into security documents in
relation thereto.

AND WHEREAS one of the conditions for granting the credit facilities to the M/s Sequel
Buildcon Pvt. Ltd. is that our Company M/s MPG REALTY PVT. LTD. Limited shall give a
corporate guarantee, in favour of the Lender for the purpose of securing the credit facilities
granted/to be granted to the Borrower by the Bank.

After a discussion, the Board resolved as follows:

“RESOLVED THAT:

1. The Company do provide Corporate Guarantee for financial assistance from the
Lender in the form of a rupee term loan upto amounts in the aggregate not exceeding Rs.
90,00,00,000 (Rupees Ninety Crores only) to M/s Sequel Buildcon Pvt. Ltd. (collectively, the
“Facility”) on terms and conditions stipulated / to be stipulated by the Lender.

2. The following Person viz. Mr. Anoop Kumar Srivastava, Director of the Company
and/or Mr. Avinash Jaiswal and/or Mr. Raj Deep Saxena, Authorised Signatories of the
Company (the “Authorised Officers”) be and are hereby authorised severally authorized to
: (i) convey to the Lender acceptance on behalf of the Company of the terms and conditions
of the Facility as contained in their letter of sanction and agree to such changes and
modifications in the said terms and conditions as may be suggested by the Lender from time
to time, and to execute such deeds, documents and other writings as may be necessary or
required for this purpose.

3. The Company do provide Corporate Guarantee in favour of the Lender as specified in

the sanction letter of the Lender and related financing documents for securing the
performance of obligations by the Fellow Subsidiary Company in connection with the Facility
including payment of all amounts under the financing documents.

4. The drafts of:

(a) Facility Agreement

(b) Deed of Mortgage Cum Charge
(c) Escrow Agreement
(d) Demand Promissory Note
(e) Letter of Continuity

Required to be executed by the Fellow Subsidiary Company along with Deed of

Corporate Guarantee to be executed in M/s MPG REALTY PVT. LTD. Limited in connection
with the Facility (copies whereof have been circulated to the Board placed on the table at the
meeting) be and are hereby approved and accepted. The Company do enter into financing
documents in connection with the Facility.

5. The Authorised Officers be and are hereby authorised severally to negotiate, approve
and finalise and execute / furnish the various financing documents and such other
agreements, indentures, addendums, deeds, documents, writings, undertakings, indemnity,
certificates, notices of disbursements/ draw downs, documentary credit applications, forms
and applications for as may be necessary or required by the Lender or otherwise in
connection with the transactions related to the security and/or the Facility and
requirements under the financing documents, and accept and execute any amendments or
modifications to any agreements, deeds, documents, undertakings, indemnity and other
writings, including acknowledgement of debt / balance/security confirmation(s) and/or any
renewal documents, as and when necessary.

6. The Company do provide authority to such persons as may be required in terms of

the financing documents and do execute powers of attorney as may be required for such
purpose.

7. The Authorised Officers be and are hereby authorised severally to deposit (either by
way of actual or constructive delivery) with the Lender, all documents of title, deeds,
evidences and writings of the immovable properties of the Company for securing the Facility
and all other monies under the financing documents as also execute such declarations on
oath as may be required by the Lender.

8. The Company do lodge indenture of mortgage and other instruments / documents, as

are required to be registered, with any registering authority competent in that behalf and
the Authorised Officers be and are hereby authorized severally to lodge and admit execution
of such indenture of mortgage.

9. The Company do file the requisite particulars of charge with the concerned Registrar
of Companies in respect of the security documents within the time prescribed by the law in
relation thereto.
10. The Common Seal of the Company be, if so required by the Lender, affixed to the
stamped engrossment(s) of the financing documents in accordance to the provisions
provided in Article of Association of the Company.

11. The Company do confirm and specifically note that the security documents do not
give rise to any binding obligations on the Lender unless and until all documents,
undertakings, declarations, agreements and other papers as are required to be signed is/are
entered into by the Company with the Lender and all compliances as stipulated under the
financing documents are met to the satisfaction of the Lender.

BM:3/2018-19 REDEMPTION OF 156250 PREFERENCE SHARES

06
Chairman informed the Board that the Company is desirous of redeeming its 5% Cumulative
Optionally Redeemable Preference Shares of Rs. 10/- each. Therefore, the Board is hereby
authorized to redeem 156250(One Lakh Fifty Six Thousand Two Hundred and Fifty) 5%
Cumulative Optionally Redeemable Preference Shares of Rs. 10/- each. After discussion it
was:
RESOLVED THAT pursuant the provisions of Section 55 and 64 of the Companies Act,2013
read with rule 9 of the Companies (Share Capital and Debentures) Rules, 2014, 156250(One
Lakh Fifty-Six Thousand Two Hundred and Fifty) 5% Cumulative Optionally Redeemable
Preference Shares of Rs. 10/- each the details of which are given hereunder be and are
hereby redeemed in the following manner.
(1) (2) (3) (4) (5)
Share Distinctive Nos No. of Face Value Premium at which
Certificate From To Preference issued
No. Shares
10 743751 900000 156250 10 310

(6) (7) (8) (9)

Premium at which Date of Issue Date of redemption Maturity date for
redeemed redemption
Rs. 329/- per share 30/06/2012 29.06.2018 30.06.2018

RESOLVED FURTHER THAT the Directors of the Company be and are hereby severally
authorized to do all the acts and deeds as may be necessary to give affect to the redemption
of above mentioned preference shares and also to file necessary form (s) with the Ministry
of Corporate Affairs under their Digital Signature.
FINALLY RESOLVED THAT M/s Ramamurthy Associates and/or Mr. Saju Philip Manalel,
Company Secretary be and are severally authorized to certify and submit the required form
SH-7 with Ministry of Corporate Affairs.
BM:3/2018-19 ANY OTHER ITEM WITH THE PERMISSION OF THE CHAIRMAN
07
Since none of the Directors proposed any additional business the meeting proceeded to the
last item in the Agenda.

BM:3/2018-19 VOTE OF THANKS

08
There being no other business to transact, meeting concluded with the vote of thanks
to the Chair.

Meeting concluded at 12.20 PM

Entered by Mr. Ranjeet Kumar Gupta

Signed on (Anoop Kumar Shrivastava)

CHAIRMAN