IBclqlcl Group NOT ARRANGE.D. . Works: 29th Milestone, G.T.Road, Achheja, Tehsil Dadri, Uttar Pradesh India Tel: 0120 _

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IBclqlcl Group '. HINDUSTAN ADHESIVES LIMITED NOT ARRANGE.D. Works: 29th Milestone, G.T.Road, Achheja, Tehsil Dadri, Uttar Pradesh- 203207. India Tel: 0120 _26746.1.8.~ Regist:ered. Office; 340/2.

1 IBclqlcl Group '. HINDUSTAN ADHESIVES LIMITED NOT ARRANGE.D. Works: 29th Milestone, G.T.Road, Achheja, Tehsil Dadri, Uttar Pradesh India Tel: 0120 _ ~ Regist:ered. Office; 340/2.-A, G.T. Road, Shahdara, qelhl India Tel, 011' :1-880 ~ U K AS U K A $ Corporate Office: B-2/8, SafdarJungEnclave, New Delhi India Tel: OUAuty ENVIRONMENTAl MN.. l\,ueme:--4t MANAGEMENT ISO 90fll.2000 (SO 14b01 : Fax: lnfo@bagla-group.com Website: PAN No. AAACH1276N CIN No. l74899dli988plc031191

$pf the Comp~ny for,the tneboardofdirectors and Agl~in~:t'!VICte1Hll::llIe'CIl t6}==!f14}j'(2l]! % of votes against on Ilotes p:oued J7l=[(S}/\Z.$

2 Agenda frtlancial Auditors' +h,tjl" 'h.rl Resolutiorr rpl~hl;r'pi!1~f1..,-fi""""" Whether p~omoterl prch1h>tei~ gr Stillti?!!'flents,.pf the Comp~ny for,the tneboardofdirectors and Agl~in~:t'!VICte1Hll::llIe'CIl t6}==!f14}j'(2l]! % of votes against on Ilotes p:oued J7l=[(S}/\Z.)l" 100 loo o o NA o 100 Pubt c- 100 In view

'. Agenda No. 2: Appointment of Cl Director in place of Mr. lalit Kurnar Bagla (DIN 01596548), who retires by rotation and being eligible, offers himself for re-ap ointment.

3 '. Agenda No. 2: Appointment of Cl Director in place of Mr. lalit Kurnar Bagla (DIN ), who retires by rotation and being eligible, offers himself for re-ap ointment. Resolution required: Ordinary Whether promoter! promoter group are interested in the agenda/ resoiution?:no I Mode I public; voting I Pro'1l oter and gro..p No. of sh~'rehel (1} t Noo! votes polled \~j % of vetes,i pelted on I No of outsta ridiog Votes-ln '1' shares(3j=h2 ia'lloijr (4) }/{lj}*loo I! r E~~o -t-in-g-+----~3~;:~~~~-'!--9-2: ; :1 '~ Poll _j 350':>495 Post81 Ballot rt~tal _2_5_4_96_' S 2S496t._- _ _,_I -+_3_5_0_34_9_5+-_ _1_ 0?~~-,,-+~ - -3=5=03~4_~~5~;;..--_ _" ~ l~ ; [-voting o ; Public : o lnsntutlon l-,l l P 11 I! 0 0 al Holticr ~--! :1~N' A f Postal I NA I" 1-1'1I-':-' I! 10 D 10 ~ ~ ~, Ballot, ,--+.~~"=--i, f--~ Total 0 o 0 ---i--~ j Ung i ! ~-"...,.~"-«.' 10, %QfvQtes No. votes' in favour on of Against votes polled (5) (6}=H4i/(2)) *100 o NA i I lod to - r --..~-~ Public- Poll o.os I -- F loci other -- - ',.~ '~"'1"~«<'", I ; i! """,,4~ -,. """"",.x_"",..",.,-,,_ I ----_.. " I Total I i I - I 100 I Tot" 51163{)O ~ NA! t 100 i'-: % of votes against on votes polled {7}=((S}fI2Ul<, I '0 o! NA o in vie 'v,of the above results, the Agenda No.2 is passed as Ordinary Resolution.

4 '. Agenda No.3: Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as. Statutory Auditor to flll casual vacancy until conclusion of Thirtieth AGM, Resolution required: Ordinary Whether promoterl promoter group are interested in the agendal reselutlonl': No PlIblfcother i -- 'n view of the <Jb;OlI results, the Agenda t"io.3 is'pass.ed as Ordinary R.esolution.

$promoter group are interested in the agenda/ resclutlonf: No f public """7"~""-'"'7-----'-----'-----'-r--"--" j j j, % of votes i h M.A"'''. vy",,",.."~. No, of f share \lot!ng No (If V{ltes pohed(2.$

5 Agenda No.4: Appointment of M/5. Rajan Goel & Associates, Chartered Accountants, as statutory Auditor for a term of five years. Resolution required: Ordinary Whether promoter! promoter group are interested in the agenda/ resclutlonf: No f public """7"~""-'"'7-----'-----'-----'-r--"--" j j j, % of votes i h M.A"'''. vy",,",.."~. No, of f share \lot!ng No (If V{ltes pohed(2. polled on liutstandfng I shares{3)=f(21 liuh*100. NOOT Vot.es-in ravour(4) % of votes % of votes No. votes in favour on against on Qf Ag:;linst voles pollmi votes polled (5) I (6)~[(4)/{2ni (7)=HS)f{2)}* I "'100 i 100 I and I I grotp E-voting I--PO_il I I , 100 L. ~.~..-._ j ~ j I t. -+I IO_D_-+ -l I I 1! I lug Publicother In view or above results, the Agenda No.4 is passed as Ordinary Resolution.

6 1 % oivotes against on votes polled {7}=HS}/{2})* 100

7 MUKESH AGARWAL & CO. (COMPANY SECRETARIES) 3029, Sant Nagar, Rani 8agh, Opp. M2K Pitampura, Delhi Tel. No. : , magarwaladco@gmail.com Ref. No. Dated. SCRUTINIZER'S REPORT ON E-VOTING [Pursuant to Section 108 ofthe Companies Act and Rule 20 {3} {xi} ofthe Companies {Management and Administration} Rules 2014] zs" September, 2018 To, The Chairman of 30 TH Annual General Meeting of the Members of ilhindustan ADHESIVESLIMITED" held on 29 th September, 2018 at 10:00 A.M. at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi-ll0074 Re: Scrutinizer's Report on voting through electronic means in term of section 108 of the Companies Act, 2013 read with Rule 20(3)(xi) of the Companies (Management and Administration) Rules, 2014 Dear Sir, I, Mukesh Kumar Agarwal, Company Secretary in whole-time practice, was appointed as scrutinizer for the 30 th Annual General Meeting of the Equity Shareholders of "HINDUSTAN.ADHESIVESLIMITED" held on Saturday, zs" of September, 2018 at 10:00 A.M. at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi-ll0074 for the purpose of scrutinizing the e- voting process in a fair and transparent manner ascertaining the requisite majority on e-voting carried out as per the provision of the Companies act, 2013 and Sub rule {xi} of Rule. 20 of the Companies {Management and Administration} Rules 2014 on the resolutions referred to in this report. I submit my report as under: 1. The E-voting period remained open from 9.00 A.M on Wednesday, the zs" of September 2018 upto 5.00 P.M. on, the zs'' of September ' 2. The Shareholder holding shares as on "Cut off" date, i.e. September 22, 2018 were entitled to vote on the proposed 5 {Five Resolution} as mentioned in notice of the so" Annual General Meeting of "HINDUSTAN ADHESIVES LIMITED" {Item No. 1 to 5 of notice of so" Annual General Meeting of HINDUSTAN ADHESIVESLIMITED}. 3. Accordingly, the electronic votes cast were taken in to account and at the end of this voting period, on zs" September, 2018 at 5:00 p.m., the CDSLportal was blocked for e-voting.

8 4. The votes were unblocked on Saturday, the 29 th of September, 2018 at around 12:39 p.rn, in the presence of two witnesses viz. Mr. Amit Kumar residing at D-235A, 3 rd Floor, Gali No.8, Laxmi Nagar, New Delhi-l10092 and Ms. Ruchi Singh residing at House No. 21, Hastsal Vihar, Uttam Nagar, New Delhi-l10059 who are not in employment of the Company. They have signed below in confirmation of votes being unblocked in their presence. ~~ A I ~ \ r!.(m.a.l- ;. (Amit Kumar) '17 a:...j.\-.~. (Ruchi Singh) 5. Thereafter the details containing, inter-alia, list of Equity Shareholder, who have voted "for" and "against" were down loaded from E-voting Website of Central Depository services (India) Limited( 6. The result of the E-voting is as under: RESOLUTION 1: To consider and adopt the Audited Financial Statements and Report of Board of Directors and 'Auditors thereon for the year ended si" March, (i) Voted in favour of the resolution Number of ' Members voted Number of Votes cast in % of total number of valid through Electronic voting favour of the resolution votes cast Number of Members voted Number of Votes cast against % of total number of valid through Electronic voting the resolution votes cast (iii) Invalid Votes Total number of members whose votes were Total number of votes cast by them declared invalid ]

9 RESOLUTION 2: Appointment of a Director in place of Mr. Lalit Kumar Bagla (DIN ), who retires by rotation and being eligible, offers himself for re-appointment. (i) Voted in favour of the resolution Number of Members voted Number of Votes cast in % of total number of valid through Electronic voting favour of the resolution votes cast Number of Members voted Number of Votes cast against % of total number of valid through Electronic voting the resolution votes cast. (iii) Invalid Votes Total number of members whose votes were declared invalid Total number of votes cast by them RESOLUTION 3: Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as Statutory Auditor to fill casual vacancy until conclusion of Thirtieth AGM. (i) Voted in favour of the resolution Number of Members voted Number of Votes cast in % of total number of valid through Electronic voting favour of the resolution votes cast Number of Members voted Number of Votes cast against % of total number of valid through Electronic voting the resolution votes cast (iii) Invalid Votes Total number of members whose votes were declared invalid Total number of votes cast by them

10 RESOLUTION 4: Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as statutory Auditor.for a term offive years. (i) Voted in favour ofthe resolution Number of Members voted Number of Votes cast in % of total number of valid through Electronic voting favour of the resolution votes cast Number of Members voted Number of Votes cast against % of total number of valid through Electronic voting the resolution votes cast (iii) Invalid Votes Total number of members whose votes were declared invalid Total number of votes cast by them RESOLUTION 5: Appointment years of Mr. Sudeep Pande as Non Executive Independent Director for a term of five (i) Voted in favour of the resolution Number of Members voted Number of Votes cast in % of total number of valid through Electronic voting favour of the resolution votes cast Number of Members voted Number of Votes cast against % of total number of valid through Electronic voting the resolution votes cast

11 Total number of members whose votes were Total number of votes cast by them declared invalid The Register, all other papers and relevant records relating to electronic voting shall remain in my safe custody until the Chairman considers, approves and sign the Minutes of the aforesaid Annual General Meeting and the same shall be handed over to the Company for safe custody. Thanking You Yours Faithfully Mukesh u ar Agarwal Mukesh Agarwal & Co. (Company Secretaries) FCS5991 CP No Place: New Delhi Date:

12 MUKESH AGARWAL & CO. (COMPANY SECRETARIES) 3029, Sant Nagar, Rani 8agh, Opp. M2K Pitampura, Delhi Tel. No. : , magarwalandco@gmail.com Ref. No. Dated. SCRUTINIZER'S REPORT ON POLL [Pursuant to rule of Section 109 of the Companies Act and Rule 21 (2) of the Companies. (Management and Administration) Rules 2014] To, The Chairman of 30 TH Annual General Meeting ofthe Members of "HINDUSTAN ADHESIVES LIMITED" held on zs" September, 2018 at 10:00 A.M. at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi Dear Sir, I, Mukesh Kumar Agarwal, Company Secretary in whole-time Practice, was appointed as a Scrutinizer for the purpose of poll taken on below mentioned resolution{s) at so" Annual General Meeting of "HINDUSTAN ADHESIVES LIMITED" held on Saturday, zs" of September, 2018 at A.M. at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi and I submit my report as under: 1. After the time fixed for closing of poll by the Chairman, ballot boxes kept for polling were locked in my presence with due identification mark 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 records maintained by the Registrar and Transfer Agents of the company and the authorized proxy lodged with Company. 3. The poll paper, which were incomplete or which were otherwise defective have been treated as invalid and kept separately. 4. The Result of poll is as under: RESOLUTION 1: To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31 st March, 2018 which comprise the Balance Sheet as at 31 st March, 2018, the Statement of Profit and Loss for the year ended together with the Reports' of Directors and Auditors thereon. '

13 (i) Voted in favour of the resolution Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) in favour of resolution votes cast Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) against the resolution votes cast. (iii) Invalid Votes Total number of members whose (in person and proxy) votes were declared invalid Total number of votes cast by them RESOLUTION 2: Appointment of a Director in place of Mr. Lalit Kumar Bagla (DIN ), who retires by rotation and being eligible, offers himself for re-appointment. (i) Voted in favour of the resolution Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) in favour of resolution votes cast Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) against the resolution votes cast (iii). Invalid Votes Total number of members whose (in person Total number of votes cast by them and proxy) votes were declared invalid.

14 RESOLUTION 3: Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as Statutory Auditor to.fill casual vacancy until conclusion of Thirtieth AGM. (i) Voted in favour of the resolution Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) in favour of resolution votes cast Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) against the resolution votes cast (iii) Invalid Votes Total number of members whose (in person Total number of votes cast by them and proxy) votes were declared invalid RESOLUTION 4: Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as statutory Auditor for.a term of five years. (i) Voted in favour of the resolution Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) in favour of resolution votes cast Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) against the resolution votes cast (iii) Invalid Votes Total number of members whose (in person and proxy) votes were declared invalid Total number of votes cast by them

15 RESOLUTION5: Appointment years of Mr. Sudeep Pande as Non Executive Independent Director for a term of five (i) Voted in favour of the resolution Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) in favour of resolution votes cast Number of Members present and Number of Votes cast % of total number of valid voting (in person and proxy) against the resolution votes cast (iii) Invalid Votes Total number of members whose (in person and proxy) votes were declared invalid Total number of votes cast by them Thanking You Yours Faithfully Place: New Delhi Date:

16 MUKESH AGARWAL & CO. (COMPANY SECRETARIES) 3029, Sant Nagar, Rani Bagh, Opp. M2K Pitampura, Delhi Tel. No. : , magarwalandco@gmail.com Ref. No. Dated _ :. COMBINED RESULT OF SCRUNTIZER ON E-VOTING AND POLL To, The Chairman of 30 TH Annual General Meeting ofthe Members of "HINDUSTAN ADHESIVES LlMITED" held on zs" September, 2018 at 10:00 A.M. at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi I, Mukesh Kumar Agarwal, Company Secretary in Whole-time Practice was appointed as Scrutinizer to scrutinize the e- voting and poll process under the provisions of Section 108 & 109 of the Companies Act, 2013 read with Rule 20 (3) (xi) and Rule 21(2) of the Companies (Management and.administration) Rules, 2014 at the so" Annual General Meeting (AGM) of 11 HINDUSTAN ADHESIVES LIMITED 11 held on Saturday, 29th of September, 2018 at 10:00 A.M. at Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi I, as scrutinizer have separately issued Scrutinizer's Report dated zs" September, 2018 on electronic voting and Scrutinizer Report dated zs" September, 2018 on voting by shareholder of the company through poll at AGM held Orchid Palace, Main Chattarpur Road, Asola Fatehpur Beri, New Delhi on 29 th September, am requested by the management to submit a combined report on the voting by the shareholder through electronic voting (e-voting) and through the conducted at AGM. Accordingly, I am submitting herewith a combined report on result in respect of each resolution. RESOLUTION 1: ORDINARY RESOLUTION To receive, consider and adopt the Audited Financial Statements of the Company for the financial 'year ended 31 st March, 2018 which comprises of the Balance Sheet as at 31 st March, 2018 the Statement of Profit and Loss for the year ended together with the Reports of Directors and Auditors thereon. No. of No of % of votes No of No. % of votes % of votes / public share votes polled on Votes- votes in favour on against on held (1) polled outstanding in of votes polled votes polled (2) shares(3)=[( favour Against (6)=[(4)/(2)] (7)=[(5)/(2)) 2)/(1)]*100 (4) (5) *100 *100 and group Public Total ~ ~ (~~ ::'i'~ ~ ~,,"~51 ~S!:~

17 RESOLUTION 2: ORDINARY RESOLUTION Appointment of a Director in place of Mr. Lalit Kumar Bagla (DIN ), who retires by rotation and being eligible, offers himself for re-appointment. No. of No of % of votes No of No. % of votes % of votes / public share votes polled on Votes- votes in favour on against on held (1) polled outstanding in of votes polled votes polled (2) shares(3)=[( favour Against (6)=[(4)/(2)] (7)=[(5)/(2)) 2)/(1)]*100 (4) (5) *100 *100 and group Public Total RESOLUTION 3: ORDINARY RESOLUTION Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as Statutory Auditor to fill casual vacancy until conclusion of Thirtieth AGM. No. of No of % of votes No of No. % of votes % of votes / public. share votes polled on Votes- votes in favour on against on held (1) polled outstanding in of votes polled votes polled (2) shares(3)=[( favour Against (6)=[(4)/(2)] (7)=[(5)/(2)) 2)/(1)]*100 (4) (5) *100 *100 and group Public Total

18 RESOLUTION 4: ORDINARY RESOLUTION Appointment of M/s. Rajan Goel & Associates, Chartered Accountants, as statutory Auditor for a term of five years. No. of No of % of votes No of No. % of votes % of votes / public share votes polled on Votes- votes in favour on against on held (1) polled outstanding in of votes polled votes polled (2) shares(3)=[( favour Against (6)=[(4)/(2)] (7)=[(5)/(2)) 2)/(1)]*100 (4) (5) *100 *100 and group Public Total RESOLUTION 5:. Appointment of Mr. Sudeep Pande as Non Executive Independent Director for a term offive years No. of No of % of votes No of No. % of votes % of votes / public share votes polled on Votes- votes in favour on against on held (1) polled outstanding in of votes polled votes polled (2) shares(3)=[( favour Against (6)=[(4)/(2)] (7)=[(5)/(2)) 2)/(1)]*100 (4) (5) *100 *100 and group Public Total Thanking You Yours Faithfully Muke umar Agarwal Mukesh Agarwal & Co. (Company Secretaries) FCS5991 CP No Place: New Delhi Date:

COMBINED SCRUTINIZER S REPORT

To The Chairman 20 th Annual General Meeting of Equity Shareholders of JBM Auto Limited 601, Hemkunt Chamber, 89, Nehru Place, New Delhi- 110019 COMBINED SCRUTINIZER S REPORT Dear Sir, Sub. : Consolidated