SANJAY GROVER & ASSOCIATES COMPANY SECRETARIES

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1 t SANJAY GROVER & ASSOCIATES COMPANY SECRETARIES B-88, 1st Floor Defence Colony, New Delhi -' Tel : (011) , Fax. (011) sanjaygrovert@gmail com Scrutinizer's Report [Pursuant to Section 108 of the Companies Act, 2013 and Rule 20(xi) of the Companies (Management and Administration Rules, 2014] To The Chairman 26ft Annual General Meeting of the Equity Shareholders of Cantabil Retail India Limited, to be heid on September 30,20L4 at09:00 A.M. at Tivoli Garden Resort Hotel, Chhattarpur Hil1s, Mefuauli, New Delhi Dear Sir, I, Sanjay Grover, Proprietor of Sanjay Grover & Associates, practicing Company Secretaries having its office at B-88, First Floor, Defence Colony, New Delhi , have been appointed as a scrutinizer of Cantabil Retail India Limited ('the Company') for the purpose of scrutinizing the e-voting process in a fair and transparent manner and ascetaining the majority on e-voting carried out as per the provisions section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration Rules, 2014 on the below mentioned resolution(s), at the 26ft Annual General Meeting of the Equity Shareholders of Cantabil Retail India Limited, to be held on September 30, at 09:00 A.M. at Tivoli Garden Resort Hotel, Chhattarpur Hills, Mehrauli, New Delhi

2 SANJAY GRO\tsR & ASSOCIATES Continuation Sheet No...:... I submit our report as under: 1. The e-voting period remained open from Septemb et 24, 20L4 at 10:00 A.M to September 26,2014 at 05:00 P.M. The Shareholders of the Company as on the " ct:t ofl" date i.e. August 29,2014 were entitled for e-voting on the proposed resolutions (item no. 1 to 9) as set out in the notice of the 26ft AGM of the Company. 3. I have monitored the process of electronic voting tfuough the scrutinizer's secured link provided by Central Depository Services (India) Limited- CDSL on its designated website. The votes were unblocked on September 26,201.4 at 6:15 P.M. in the presence of two witnesses, Ms. Neha Tantia R/o Plot No.4, Northend, Model Towry New Delhi and Ms. Priyanka Bahal R/o A-377, Defence Colony, New Delhi who are not in the employment of the company. They have signed below in conjirmation of the votes being unblocked in their presence. ^ -*cu$'& *-\o)tt \ 4' t- Neha Tantia Priylnka Bahal 5. The particulars of votes received from the Members in electronic form(s) have been entered in a separate Register maintained for the purpose. 6. The total paid up Equity Share Capital of the Company as on August 29,201,4 was Rs. L6,32,76,080 (Rupees Sixteen Crores Thirty Two Lacs Seventy Six Thousand and Eighty only) divided into 1,,63,27,608 (One Crores Sixty Three Lacs Twenty Seven Thousand Six Hundred and Eight) Equity shares of Rs.10 each (Rupee Ten Only).

3 SAI{JAY GRO\tsR & ASSOCTATES Continuation Sheet No Thercafter, the details containing, inter-alia list of equity shareholders who voted 'FOR' and 'AGAINST', were downloaded from e-voting enabling website of Central Depository Services (India) Limited- CDSL ( ANNEXURE-A. 8. The Result of E voting is as under : (a) Resolution No. 1- Receive, consider and adoption of Audited Balance Sheet as on March 31.,2014, Statement of Profit and Loss A/c for the financial year ended on that date together with the Report of the Board of Directors and Auditors thereon: (b) Resolution No. 2- Appointment of Director in place of Mr. Anil Bansal (DIN: ), who retires by rotation and being eligible, offers himself for re-appointment:

4 SANJAY GRO\tsR & ASSOCL{TES Continuation Sheet No. (c) Resolution No. 3- Appointment l\zvs. Suresh & Associates, Chartered Accountants as the Statutory Auditors of the Company: 1.,28,65,189 (d) Resolution No.4 - Appointment of Mr. Lalit Kumar (DIN: ) as an Independent Director of the Company for a period of five years. (e) Resolution No. 5- Appointment of Dr. Arun Kumar Roopanwal (DIN: ) as an Independent Director of the Company for a period of five years:

5 SANJAY GRO\tsR & ASSOCIIES Continuation Sheet No (0 Resolution No. 6- Appointment of Mrs. Renu agdish, as an Independent Director of the Company for a period for five years: i. Voted in favour of the resoiution: (s) Resolution No. 7- Authorization for exercising the Borrowing power pursuant to section 1s0(1)(c) of the Companies Act, 2013:

6 SANJAY GROVER & ASSOCIATES (h) Resolution No. 8- Authorization for creation of immovable/movable properties of the Companies Act, 20L3: mortgagq/hypothecatiory'pledge on company pursuant to 180(1)(a) of the Resolution No. 9- Change in the terms of appointment of Whole Time Director, Mr. Deepak Bansal (DIN: ):

7 SANJAY GROVER & ASSOCIAIES Conlinualion Sheet No The E-voting register, all other papers and relevant records relating to electronic voting shall remain in our safe custody until the Chairman considers, approves and signs the Minutes of the aforesaid Arrrual General Meeting. Place: New Delhi Date: Septemb er 26, 2074 *a For SANIAY GROVER & ASSOCIATES /-\l - Sanj ay Grover Scrutinizer C P No.3850

Re : Scrutinizers Report

To The Managing Director M/s. Global Infratech & Finance Ltd. Dear Sir, Re : Scrutinizers Report I refer to my appointment as Scrutinizer made on August 4, 2014 pursuant to the authority granted by the