Report of Scrutinizer(s)

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Mani Bhuwan, 1st Floor, Office No.5, 54, Hughes Road, (Opp : Dharam Palace), Mumbai-400 007 E-mail: saurabhshah361@gmail.com Tel.

SHAH & ASSOCATES Report of Scrutinizer(s) [Pursuant to rule section 108 of the Companies Act, 2013 and rule 20(xi) of the Companies (Management and Administration) Rules, 2014J -To, Mis.

1 Mani Bhuwan, 1st Floor, Office No.5, 54, Hughes Road, (Opp : Dharam Palace), Mumbai saurabhshah361@gmail.com Tel.: (0) +91 (022) ; , ; , Fax: +91(022) Mobile: / PRAMOD S. SHAH & ASSOCATES Report of Scrutinizer(s) [Pursuant to rule section 108 of the Companies Act, 2013 and rule 20(xi) of the Companies (Management and Administration) Rules, 2014J -To, Mis. Tribhovandas Bhimji Zaveri Limited Chairman Seventh Annual 1 Extraordinary General Meeting of the Equity Shareholders of Mis. Tribhovandas Bhimji Zaveri Limited scheduled to be held on 24th September, 2014 at 3:30 P.M at M. C. Ghia Hall, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai Dear Sir, /~, Pramod S. Shah, Practising Company Secretary (Certificate of Practice No. 3804), appointed as Scrutinizer for the purpose of E-voting taken on the below mentioned resolutions,,submit my report as under: 1. After the Completion ofe-voting period, the results were unblocked in presence of two witnesses not being in the employment of the company. 2. The result of the E-voting is as under: Resolution no. 1 : Adoption of the financial Statements of the Company for the year ended 31 st March, 2014, including audited balance sheet as at 31st March, 2014, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

PRAMOD S. SHAH & ASSOCATES 24 55093382 99.99% - 1 5 0.01% (iii) nvalid votes:.

$2014. 24 50336882 99.99% 1 5 0.01% ~~~ ((~( \~ ~ }~ "., \ /fjj ~ -, j~. 0t..;1p '-- ~.$

2 PRAMOD S. SHAH & ASSOCATES % % (iii) nvalid votes:. Total number of votes cast by whose votes were declared. NL NL Resolution no. 2: Declaration of Dividend on equity shares for the financial year ended 31st March, % % ~~~ ((~( \~ ~ }~ "., \ /fjj ~ -, j~. 0t..;1p '-- ~./ ~«; ~VY SECl\t W _

Raashi Zaveri (DN: 00713688), as Director of the Company (1) Voted in favour of the resolution: Number of Members Number of

3 PRAMOD S. SHAH & ASSOCATES (iii) nvalid votes: whose votes were declared NL Total number of votes cast by NL Resolution no. 3 : Re-appointment of Ms. Raashi Zaveri (DN: ), as Director of the Company (1) Voted in favour of the resolution: Number of Members Number of votes cast.by % of total number of % % (iii) nvalid votes: whose votes were declared NL Total number of votes cast by NL L1 (fr~\~t. n l~ 2=; )!:; ) \.. ~ j~ Gl '<, /e;, 0.'" '--../ ~«"/P,l/~y SE;\'<.: ~ --_----=

01% (iii) nvalid votes:. whose votes were declared NL Total number of votes cast by NL Resolution no. 5 : Appointment of Mr.

4 PRAMOD S. SHAH & ASSOCATES Resolution no. 4. Appointment of Mis. B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company and fixing their remuneration: / % (iii) nvalid votes:. whose votes were declared NL Total number of votes cast by NL Resolution no. 5 : Appointment of Mr. Kamlesh Vikamsey (DN: ) as an ndependent Director of the Company % '4ij"""'~ ( \~ ~, r::l b( n ~')~ (' \ J,- %>, J~1 '0. -,./ f) ~t>,1 _ ~.,~~~s 'fr SECt1t.\~.---..'

$23 50291782 99.99% 2 105 0.010/0 --= B""S.Slt4/t. r"~"""'". '" {~ <,; ) ~ )0 \ \ - ( ~2 - ' '/,!~,.:».$

5 PRAMOD S. SHAH & ASSOCATES % (iii) nvalid votes: whose votes were declared NL Total number of votes cast by NL. Resolution no. 6: Appointment of Mr. Sanjay Asher (DN: ) as an ndependent Director of the Company % /0 --= B""S.Slt4/t. r"~"""'". '" {~ <,; ) ~ )0 \ \ - ( ~2 - ' '/,!~,.:». \:;/ ~\ 0 : ~" -~0 /, ~,.''''.'\ \\'~:::1 '-': '~} ';'._l, \'.. ;;:: ~_::;;-

Resolution no. 7 : Appointment of Mr. Ajay Mehta (DN: 00028405) as an ndependent Director of the Company.

6 PRAMOD S. SHAH & ASSOCATES (iii) nvalid votes: whose votes were declared NL Total number of votes cast by NL Resolution no. 7 : Appointment of Mr. Ajay Mehta (DN: ) as an ndependent Director of the Company % % (iii) nvalid votes: whose votes were declared NL Total number of votes cast by NL - ~\)o s.s1/4. ~...-~""'" ~'X.~r >- 'G> ( )0. ~ n~ ~ )~ \. /= ~ _/'- ~~,_~..--' ~s ~'SfCl\fi~~ -...::~ -

$9 : Reconfirmation Total number of votes cast by NL of Borrowing Limits of Rs. 2,000 Crores. 21. 49588214 98.60% f"~ f<:.~""'" \\'0,~.-.$

7 PRAMOD S. SHAH & ASSOCATES Resolution no. 8: Change in the term of appointment of Ms. Binaisha Zaveri (DN: ), Whole-time Director of the Company from Director not liable to retire by rotation to Director liable to retire by rotation % % (iii) nvalid votes: whose votes were declared NL Resolution no. 9 : Reconfirmation Total number of votes cast by NL of Borrowing Limits of Rs. 2,000 Crores % f"~ f<:.~""'" \\'0,~.-...;f ' 4 ( \'-u, \ ~~~ ~1,b11,"_~j'e-.~"s /~ '.'1y 't.\ )'b 1\ }~;: jfj'/j

PRAMOD S. SHAH & ASSOCATES 4 703673 1.40% (iii) nvalid votes: whose votes were declared Total number of votes cast by - NL NL Resolution no.

8 PRAMOD S. SHAH & ASSOCATES % (iii) nvalid votes: whose votes were declared Total number of votes cast by - NL NL Resolution no. 10: Approval of creation of mortgage and/ or charge over the assets of the Company in respect of borrowings, / % (iii) nvalid votes: Total number of votes cast by whose votes were declared. NL NL!:fN -4 ~~ if q_~( <, "';;._,. ( \ U' ",0 \ ~( C-) )'~ --f -<,...;..~\ /;j O'~ -, / c._, '.J

9 PRAMOD S. SHAH & ASSOCATES 3. A Compact Disc (CD) containing a list of equity shareholders who voted "FOR", "AGANST" and those whose votes were declared for each resolution is enclosed. Thanking you. Place: MUMBA Dated: SEPTEMBER 20, 2014 Yours faithfully,

SHAH & ASSOCATES Form MGT-13 Report of Scrutinizer(s) [Pursuant to rule section 108 of the Companies Act, 2013 and rule 21(2) of the Companies (Management and Administration) Rules, 2014} To, Mis.

10 Mani Bhuwan, 1st Floor, Office No.5, 54, Hughes Road, (Opp : Dharam Palace), Mumbai saurabhshah361@gmail.com Tel.: (0) +91 (022) ; , ; , Fax: +91(022) Mobile: / PRAMOD S. SHAH & ASSOCATES Form MGT-13 Report of Scrutinizer(s) [Pursuant to rule section 108 of the Companies Act, 2013 and rule 21(2) of the Companies (Management and Administration) Rules, 2014} To, Mis. Tribhovandas The Chairman Bhimji Zaveri Limited Seventh Annual Extraordinary General Meeting of the Equity Shareholders of Mis. : Tribhovandas Bhimji Zaveri Limited held on 24th September, 2014 at 3:30 P.M at M. C. : Ghia Hall, Bhogilal Hargovindas Building, 18/20, K. Duba"sh Marg, Kala Ghoda, Mumbai Dear Sir, 1We, Pramod S. Shah, Practising Company Secretary (Membership No. F334, Certificate of Practice No. 3804), appointed as Scrutinizer for the purpose of Poll taken on the below mentioned resolutions, submit my report as under: 1. After the time fixed for closing poll by the Chairman, 1 (One) ballot box kept for polling was locked in my presence with due identification marks placed by me. 2. The locked ballot box was 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 Agent of the Company and the authorizations/proxies lodged with the Company. 3. did not find an)' poll papers. 1

ended on that date and the reports of the Board of Directors and Auditors thereon. (i) Voted in favour of the resolution: present and voting (in 56 2783260 100% -!

11 PRAMOD S. SHAH & ASSOCATES 4. The result of the Poll is as under: Resolution no. 1 : Adoption of the financial Statements of the Company for the year ended 31 st March, 2014, including audited balance sheet as at 31st March, 2014, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon. (i) Voted in favour of the resolution: present and voting (in % -! i present and voting (in NL NL NL (iii) nvalid votes:. (in person or Total number of votes cast by Resolution no. 2: Declaration of Dividend on equity shares for the financial year ended 31st March, i, present and voting (in % (ii) Voted against the resolution: present and voting (in NL NL NL i ~~~; ~S~ ~Q ~: ;~ ~ C). )*, e:. 2 ~../~ Y.: :\~ c~~~~x; N'tS ",

PRAMOD S. SHAH & ASSOCATES (iii) nvalid votes: (in person or Total number of votes cast by 3 1210 Resolution no. 3 : Re-appointment the Company of Ms.

present and voting (in NL NL NL (iii) nvalid votes: (in person or Total number of votes cast by 3 1210 Resolution no. 4 : Appointment of Mis. B S R & Co.

12 PRAMOD S. SHAH & ASSOCATES (iii) nvalid votes: (in person or Total number of votes cast by Resolution no. 3 : Re-appointment the Company of Ms. Raashi Zaveri (DN: ), as Director of present and voting (in % -! present and voting (in NL NL NL (iii) nvalid votes: (in person or Total number of votes cast by Resolution no. 4 : Appointment of Mis. B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company and fixing their remuneration:. present and voting (in % present and voting (in NL NL NL &l-ah&~ /-.--.~.r~, ~~("~w~ 3 f!r \~ ~( J: ~' )~ ~ \_.J.~./~ '-..-' ",<f. OMPAN'i':,

/ PRAMOD S. SHAH & ASSOCATES (iii) nvalid votes: (in person or Total number of votes cast by 4 1215 Resolution no. 5 : Appointment of Mr.

present and voting (in 55 2783255 100% - present and voting (in val id votes cast > NL NL NL (iii) nvalid votes: (in person or Total number of votes cast

13 / PRAMOD S. SHAH & ASSOCATES (iii) nvalid votes: (in person or Total number of votes cast by Resolution no. 5 : Appointment of Mr. Kamlesh Vikamsey (DN: ) as an ndependent Director of the Company. present and voting (in % - present and voting (in val id votes cast > NL NL NL (iii) nvalid votes: (in person or Total number of votes cast by Resolution no. 6: Appointment of Mr. Sanjay Asher (DN: ) as an ndependent Director of the Company. present and voting (in % present mid voting (in NL NL NL ~~S!0~~ ~~'r ~,~ )~ )':/) ~( ~ ):./~ "- -..x,'\~ PANY St.\.~

PRAMOD S. SHAH & ASSOCATES (iii) nvalid votes: (in person or Total number of votes cast by 4 1215 Resolution no. 7 : Appointment of Mr.

NL NL NL (iii) nvalid votes: (in person or -- Total number of votes cast by 4 1215 i Resolution no. 8: Change in the term of appoin~ment of Ms.

14 PRAMOD S. SHAH & ASSOCATES (iii) nvalid votes: (in person or Total number of votes cast by Resolution no. 7 : Appointment of Mr. Ajay Mehta (DN: ) as an ndependent ~ Director of the Company.. present and voting (in % present and voting (in val id votes cast. NL NL NL (iii) nvalid votes: (in person or -- Total number of votes cast by i Resolution no. 8: Change in the term of appoin~ment of Ms. Binaisha Zaveri (DN: ), Whole-time Director of the Company from Director not liable to retire by rotation to Director liable to retire by rotation. present and voting (in val id votes cast %. s.~~~4&»> -:-..;S'~ bi\ fer \~ c._ ~f _vi,'% J..: ' ~4to"-,./~'t-$ OMPAN'ic:,~ ~~ \ 5

PRAMOD S. SHAH & ASSOCATES!, present and voting (in val id votes cast NL NL NL (iii) nvalid votes: (in person or Total number of votes cast by 4 1215 Resolution no.

01% (ii) Voted against the resolution: Number of Members Number of votes cast by % oftotal number of present and voting (in val id votes cast 1 55294 1.

15 PRAMOD S. SHAH & ASSOCATES!, present and voting (in val id votes cast NL NL NL (iii) nvalid votes: (in person or Total number of votes cast by Resolution no. 9: Reconfirmation of Borrowing Limits of Rs. 2,000 Crores. (i) Voted in favour of the resolution: present and voting (in val id votes cast % (ii) Voted against the resolution: Number of Members Number of votes cast by % oftotal number of present and voting (in val id votes cast % (iii) nvalid votes: i (in person or Total number of votes cast by Resolution no. 10: Approval of creation of mortgage and/ or charge over the assets of the Company in respect of borrowings. (i) Voted in favour of the resolution: Number. of Members Number of votes cast by % of total number of present and voting (in val id votes cast _8_ill% ;t$shah~ :-;r~---~q.,~..( (~\!\ ) tit \. i: ~~.\./$ ~?V'a..../ ~~ ~ OMPAN' ";,Yo'\; 6

PRAMOD S. SHAH & ASSOCATES Number of Members present and voting (in Number of votes ccst by 55294 1.

. Note: The results of poll in this Report shall be read with the results of e-voting submitted vide my Report dated 20 th September, 2014 pursuant to section 108 of the Companies Act, 2013 and rule

16 PRAMOD S. SHAH & ASSOCATES Number of Members present and voting (in Number of votes ccst by % % of total number of val id votes cast (iii) nvalid votes: (in person or Total number of votes cast by Note: The results of poll in this Report shall be read with the results of e-voting submitted vide my Report dated 20 th September, 2014 pursuant to section 108 of the Companies Act, 2013 and rule 20(xi) of the Companies (Management and Administration) Rules, A Compact Disc (CD) containing a list of equity shareholders who voted "FOR", "AGANST" and those whose votes were declared for each resolution is enclosed. 6. The poll papers and all other relevant records were sealed and handed over to the Company Secretary for safe keeping. Thanking you. Place: MUMBA Dated: SEPTEMBER 25,2014 7

PRAMOD S. SHAH & ASSOCIATES Practising Company Secretaries

PRAMOD S. SHAH & ASSOCIATES Practising Company Secretaries Mani Bhuwan, 1st Floor, Office No.5, 54, Hughes Road, (Opp: Dharam Palace), Mumbai-400 007 E-mail: saurabhshah361@gmail.com Tel.: (0) +91 (022) 2367 8570; 2368 0263; 23682139; 2368 0256, Fax: +91(022)