Gorani. Industries Ltd. 29th September, 2018 Indore

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1 Gorani Industries Ltd. CIN: L28121MP1995PLC GSTIN : 23AAACG6274B1Z2 29th September, 2018 Indore To, General Manager The BSE Limited The Corporate Relationship Department, The Stock Exchange Mumbai Pheeroj Jeejeebhoy Tower, Dalal Street, Mumbai. Dear Sir, Sub: Scrutinizer's Report on Remote E-voting and Pollconducted for the AnnualGeneral Meeting of the Company Gorani Industries Limitedheld on Friday, 28th September, 2018 alongwith combined Scrutinizer Report on the same Ref: Scrip Code: BSE In connection with the captioned subject please find the Scrutinizer's Report on Remote E-voting and Poll conducted pursuant to the provisions of Section 108 ofthe Companies Act, 2013 ("the Act") read with Rule 20 and Rule 21 of Companies (Management and Administration) Rules as amended from time to time, respectively. and also the combined report on the same for the Annual General Meeting of the Company Gorani Industries Limited held on Friday, zs" September, You are requested to kindly take the same on record. Thanking you. Yours faithfully For Gorani Industries " Limited Anil Gorani (Holding DIN ) Chairman Cum Whole-time Director

2 9rlanisli Jain e:l Co. Company Secretaries 219. President Tower. 6/2, South Tuko Ganj. Madhumilan Square. Indore (M.P.) I Phone: (0) Mobile: I-~mail: 11J.<]1J1~[lj<l_i1liH}_cj_0)_@...)''l.QQ_Q.C0 III... manisij.i.'lilla_ll(ji::q@~lll'lil t.,com FORM NO. MGT-13 Report of Scrutinizer(s) [Pursuant to rule section 109 a/companies Ael and rule 21(2) ofthe Companies (Management and Administration) Rules 201-1] To. The Chairman The 23rd Annual General Meeting of the Equity Share-holders of the Company Gorani Industries Limited held on Friday, 28th day of September at 04:00 P.M. at its registered office situated at Plot No 32-33, Sector F, Sanwer Road, Industrial Area. Indore (M.P.) Dear Sir, Subject: - Report on passing of resolutions through poll pursuant to the provisions of Section 109 of the Companies Act, 2013, read with Companies (Management and Administration) Rules 2014 as amended from time to time I. Manish Jain, of Mis Manish Jain & Co. a Practicing Company Secretary. office at 219. President Tower, 6/2 South Tukoganj, Madhumilan Square. Indore (M.P.) I. appointed as Scrutinizer for the purpose of the poll taken on the below mentioned resolution(s). at the 23rd Annual General Meeting of the Equity Shareholders or Gorani Industries l.irnitcd. held on Friday, zs" day of September, 2018 at 04:00 P.M. at its registered office situated at Plot No.32-33, Sector 'F' Sanwer Road, Industrial Area. Indore (M.P.). The Management of the Company is responsible to ensure compliance with the requirements of the Companies Act, 2013 and the rules made there under in relation to exercising of voting rights through poll in relation to resolutions passed at the Annual General Meeting of the Company.

3 My responsibility as Scrutinizer for the polling process at the Annual General Meeting is restricted to make a Scrutinizer's Report or the votes casted "in favour" or "against" the resolution(s) set out in the notice conveying the Annual General Meeting. based on the poling papers and records of the Company. In respect of the poll taken at the Annual General Meeting. I submit the report as follows: I. After the time fixed for closing of the poll by the chairman. 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 ane.-the--a-uthetfj.:z-at1enl pffix-1e5 -IOOged with the Company. The voters were also scrutinized for the purpose of eliminating duplicate votingi.e., on e-voting as well as on poll. 3. I did not find any poll papers invalid. 4. The Result of the poll is as under: (a). Resolution No.1 - Consider and adopt Audited Financial Statement, report of the Board of Directors and Auditors thereon for the Financial Year ended 31st March,2018. i. Voted in favour of the resolution: Number of members Number of votes cast by % of total numb ii. Voted against the resolution: er ofvalid 100% Number of members Number o-i-;~~t~s -ca~t boi-%- o(tota-i-i1l-ln~b-e-i' ~I~alid \---L_:_:_::~""'=":: : 'LL.~~'---.--t I L- ~~ o _ 0 0 III. Invalid votes: r=-~ ~- Total numbers of members and (in Total number of votes cast by them whose votes were declared inval id [_ o~._ _

4 (b). Resolution No. 2 - Appointment of Mr. Sanjay Gorani (Holding DIN: ), Managing Director, who retires hy rotation and being eligible, offers himself for reappointment. I. Voted in favour of the resolution: Number of members present and voting (in Number of votes cast by 0/c) of total number of valid them votes cast j ' L _j ii. Voted against the resolution: Number of members Number of votes cast by % of total number of valid iii. Invalid votes: Total numbers of members and (in Total number of votes cast by them whose votes were declared invalid L- o ~_~ 0 (c) Resolution No.3 - Appointment of Ms. Manpreet Kaur Hora (Holding DIN: ) as an Independent Director of the Company. i. Voted in favour of the resolution: Number of members Number of votes cast by % of total nut riber of valid 100% ii. Voted against the resolution: Number of members Number of votes ca~-t]y % oftotal number of valid I present and voting (in - them votes cast r-'----~'--'---l..:' _- L- _=_ 000 _'---- _

5 iii. Invalid votes: Total numbers of members and (il~--'-_ J-:j:btal n~,~~-beror votes cast-by tl~-emj whose votes were - declared invalid ~---,, ,,- o 0..,, ~, ,- (d). Resolution No.4 - Increase in remuneration payable to Mr.Nakul Gorani, (Holding DIN ) Whole Time Director of the Company. i. Voted in favour of the resolution: Number of members Number of votes cast by % of total number of valid % ii. Voted against the resolution: Number of members Number of v~-t;;-~-~a~'it-byj% of total number of valid ~---~~-~~ ' '----"' _ J iii. Invalid votes: Total numbers of members and (in Total number of votes cast by them whose votes were declared invalid r o (e). Resolution No.5 - Increase in remuneration payable to Mr.Sanjay Gorani, (Holding DIN ) Managing Director of the Company. i. Voted in favour of the resolution: Number of members Number of votc-~~s-t--by'-% of total number o(~alid 19 7,00.03_4_,, 1.c 00_::_o_::_Yo_ ii. Voted against the resolution: Number of members present and voting' (in them votes cast -+_ r---' <-'-----~"-----o_l--, N urnbel" of voi;'-scai;i- by I % of total number of val id~ ' "'-, '" ,,--, '--' ,-

6 III. Invalid votes: Total numbers of members and (in Total number of votes cast by them whose votes were declared invalid 0-0 (I) Resolution No.6 - Increase in remuneration payable to Mr. Anil Gorani, (Holding DIN ) Whole Time Director of the Company. i. Voted in favour of the resolution: Number of members Number of votes cast by % of total number of valid % ii. Voted against the resolution: Number of members Number of votes cast by % of total number of valid ~----~-,---_ _ _- -.--~--- iii. Invalid votes: Total numbers of members and (in Total number of votes cast by them whose votes were declared invalid 0 0 (g) Resolution No.7 - Consider the appointment of Statutory Auditors for 5 Years w.e.f. 29th September, 2017 without ratification by members at every Annual General Meeting. I. Voted in favour of the resolution: Number of members Number of votes cast by % of total number of valid.._ % -_.

7 ii. Voted against the resolution: Number of members Number of votes cast by % of total number of valid iii. Invalid votes: Total numbers of members and (in Total number of votes cast hy them whose votes were declared invalid L- o J 0 (h) Resolution No. 8 - Approve the alteration of the Article of Association of the Company. i. Voted in favour of the resolution: Number of members N urn ber of votes cast by % of total number of valid % ii. Voted against the resol ution: Nurnber 0 f mem bers f-' ~'----'------"-''------_t ~ ~-- ' l _ Ill. Invalid votes: Number 0 f ~otes ca-;;t~byj %~~"Iota I 11;,~nbe,of'valid r=~~--~----~--~----~~------r~---~ , Total numbers of members and (in Total number of votes cast by them whose votes were declared invalid 5. The poll papers and all other relevant records were sealed and handed over to the Company Secretary / Director authorized by the Board for safe keeping.

8 ... I Thanking You, Yours faithfully, ~ ~. - --=-).--=--. Scrutinizer Manish Jain Practicing Company Secretary Membership No.: 4651 CP No.: 3049 Place: Indore Date: 29th September, 2018 ~6..~: Acknowledgment Anil Gorani Chairman Gorani Industries Limited

9 :M.anisfi Jain ctt Co. Company Secretaries 219. President Tower. 6/2. South Tuko Ganj. Madhumilan Square. Indore (M.P.) Phone: (0) 252R Mobile: F mail: l11anishjainandco!{uyahoo.com --'lllallishjainandco(cll,gmail.col11 Report of Scrutinizcr(s) [Pursuant to section 108 ofthe Companies Act and rule 20 oft he Companies (Management and Administration) Rules. Zt)! -I made there under] To, The Chairman The Annual General Meeting of the Equity Shareholders or the Company Gorani Industries Limited held on Friday, zs" day of September, 2018 at P.M. at its registered office situated at Plot No 32-33, Sector F. Sanwer Road. Industrial Area. Indore (M.P.) Subject: Scrutinizer's Report on Remote E-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of Companies (Management and Administration) Rules, 2014 asamended from time to time for the Annual Gen~ral Meeting of the Company Gorani Industries Limited held on Friday, 28th September, 2018 Dear Sir, I, Manish Jain, of Mis Manish Jain & Co, Practicing Company Secretary. office at 219. President Tower, 6/2 South Tukoganj, Madhumilan Square. Indore (M.P.) has been appointed as a Scrutinizer of Gorani Industries Limited ("the Company") lor the purpose of scrutinizing the remote e-voting process in a fair and transparent manner and ascertaining the requisite majority on e-voting carried out as per the provisions of Companies Act and Rule 20 of' the Companies (Management and Administration) Rules as amended from time to time on the below mentioned resolution(s), at the Annual General Meeting of the equity shareholders of Gorani Industries Limited, held on Friday. zs" day of September at P.M. at its registered office situated at Plot No Sector 'F' San wcr Road. Industria I A rca. Indore (M.P.).

10 The Management of the Company is responsible to ensure the compliance with the requirement of Companies Act, 2013 and Rules made there under. in relation to Remote E-voting on the resolutions contained in the Notice convening the Annual General Meeting (AGM) of the members of the Company. My responsibilities as scrutinizer for Remote l-voting process at the AGM is restricted to Scrutinizer's Report of the votcs cast "in favour" or "Against" the resolutions stated above, based on the reports generated 1'1'0111 the F-voting provided by Central Depository Services (India) Limited. Further to the above, I submit my report as under: I. The Company has availed E-voting facility offered by Central Depository Services (India) Limited (CDSL) for conducting Remote E-voting for the members of the Company. 2. The members holding shares as on the "cut off' date i.e. 21 st September, 2018 were entitled to vote on the proposed resolutions (item no. 1-8 as set out in the notice of the Annual General Meeting of Go rani Industries Limited). 3. The remote e-voting period remained open from 251h September, 2018 (9.00 A.M.) up to 271h September, 2018 (5.00 P.M.) and the CDSl. E-voting platform was blocked therea fter. 4. The votes were unblocked on 271h September at S.OO P.M. in the presence of two witnesses Ms. Raina Goyal and Ms. Shivangi Parecha. who are not in the employment of the Company. They have signed below in confirmation of the votes being unblocked in their presence. (Shivangi Pareeha) 5. Thereafter the details containing. inter-alia. list or equity shareholders. who voted "For" and "Against" were downloaded from the e-voting website of Central Depository Services (India) Ltd (CDSL) ( 6. The Result of the e-voting is as under: a) Resolution No.1 - Consider and adopt Audited Financial Statement, report of the Board of Directors and Auditors thereon for the Financial Yearended 31st March

11 I. Voted in favour of the resolution: Number of members Number of votes cast by % of total number of val id voted through electronic them votes cast voting % II. Voted against the resolution: Number of members Number of votes cast by % of total number of valid ~ ~ _._-"_.._---- iii. Invalid votes: b) Resolution No.2 - Appointment of Mr. Sanjay Gorani (Holding DI.N: ), Managing Director, who retires by rotation and being eligible, offers himself for reappointment. I. Vote in favour of the resolution: Number of members voted Number of votes cast by % of total number of through electronic voting them valid votes cast 7 68, % II. Voted against the resolution: ---,-_._-' Number of members voted Number of votes cast by % of total number of through electronic voting them valid votes cast 0 0 0

12 - ~ :----- III. Invalid votes: Total numbers of members and whose Total number of votes cast by them votes were declared invalid f-~:"=" ::_~'::_::_~':""::"':----' f i o o c) Resolution No.3 - Appointment of Ms. Manpreet Kaur Hora (Holding DIN: ) as an Independent Director of the Company. I. Vote in favour of the resolution: Number of members voted Number of votes cast by % of total number of through electronic voting them valid votes cast _-----_._ % II. Voted against the resolution: Number of members voted Number ~ ~ or votes cast by % of total number of through electronic voting them valid votes cast o i---=-'l::..:..=.:.:.: L_ ~ ~ L o III. Invalid votes: Total numbers of members and whose Total number of votes cast by them votes were declared invalid -_ d) Resolution No.4 - Increase in remuneration payable to Mr. Nakul Gorani, (Holding DIN ) Whole Time Director of the Company. I. Vote in favour of the resolution:, , ~ , Number of members voted Number or votes cast by <Yo or total number of through electronic voting them valid votes cast %

13 II. Voted agai nst the resol ution: Number of members voted Number of votes cast by % of total number of through electronic voting them valid votes cast % III. Invalid votes: Total numbers of members and whose Total number of votes cast by them votes were declared invalid o o e) Resolution No. 5 - Increase in remuneration payable to Mr. Sanjay Gorani, (Holding DIN ) Managing Director of the Company. I. Vote in favour of the resolution: Number of members voted through electronic voting ' ' Number of votes cast by % of total number of them val id votes cast f---'' i % II. Voted against the resolution: Number of members voted N um ber a f votes cast by % of total 11umber of through electronic voting them val id votes cast -- I % III. Invalid votes: Total numbers of members and whose IT~taTm,mhe;ofvoies cast by them J votes were declared invalid +_---_._----_._ _ _ _ -_._- --_ _- o 0 --~ _... _ -._-_+ _ ~

14 f) Resolution No.6 - Increase in remuneration payable to Mr. Anil Corani, (Holding DIN ) Whole Time Director of the Company. I. Vote in favour of the resolution: Number of members voted Number or votes cast through electron ic voti ng them II. Voted against the resolution: O;() or total number of valid votes cast %, , Number of members voted Number of votes cast by % of' total number through electronic voting them valid votes cast f---'' i % III. Invalid votes: Total numbers of mem bers and WhOS~rrolal n-,,,nber of votc~by lhcm votes were declared inval id - o 0 g) Item No.7 - Consider the appointment of Statutory Auditors for 5 Years w.e.f. 29th September, 2017 without ratification by members at every Annual General Meeting. I. Vote in favour of the resolution:,------,-----, , " Number of members voted Number of votes cast by % or total number of through electronic voting them valid voles cast '---- 7_L % _ II. Voted against the resolution: ,-----,----, ,-----~ Number of members voted Number of votes cast by through electronic voting them ' ' III. Invalid votes: o % of total number of I valid votes cast o 0

15 Total numbers of members and whose Total number of votes cast by them votes were declared invalid o o (h) Resolution No. 8 - Approve the alteration of the Article of Association of the Company. I. Vote in favour of the resolution: Number of members voted Number of votes cas~t~y % of total number of through electronic voting them valid votes cast i-'' ~+---~-j L- 7J 68, % II. Voted against the resolution: Number of members voted Number of votes cast by % of total number of through electronic voting them valid votes cast ~-~~ -_ "_----_ III. Invalid votes: o 0 ~ ~---~--_ 7. The registers and all other papers and relevant records relating to electronic voting shall remain in our safe custody unti I the Chairman considers. approves and signs the Minutes of the aforesaid Annual General Meeting and same are handed over to the Chairman/ Director authorized by the Board for safe keeping. Thanking You, Scrutinizer Manish Jain

16 Practicing Company Secretary Membership No.: 4651 CP No.: 3049 Place: Indore Date: 29h September, 2018 Acknowledgment Anil Gorani Chairman Gorani Industries Limited Place: Indore Date: 29h September, 2018

17 :Manisli Jain el Co. Company Secretaries 219. President Tower. 6/2. South Tuko Ganj, Madhumilan Square. Indore (M.P.) Phone: (0) Mobile: F mail: ml!ll_i~bj_illll.l!d.dco(ri)vahoo,-~on} -'lliljl ishjn!l..!ml~:l~q@gr}_ljlil~l"l!ll Combined Report of Scrutinizer To. The Chairman The 23rd Annual General Meeting of the Equity Shareholders of the Company Gorani lndustrjes Limited held on 28th day of September at P.M. SUBJECT: Passi ng of Resol utions through remote e-vot ing and po II cond ucted at the Annual General Meeting of the Company Gorani Industries Limited (the Company) held on Friday. 28th day of September, 2018 at P.M..Dear Sir, I. I, Manish Jain, Practicing Company Secretary. has been appointed as a Scrutinizer by the Board of Directors of Gorani Industries l.irnitcd (the Company) for the purpose of scrutinizing the e-voting process under the provisions of Section 108 of the Companies Act, 2013 and Rule 20 Companies (Management and Administration) Rules as amended from time to time and tar scrutinizing the voting process on poll under the provisions of Section 109 of the Companies Act and Rule 21 of Companies (Management and Administration) Rules on the resolutions contained in the Notice convening Annual General Meeting of the members of the Company held on Friday, zs" day of September at P.M. at the Registered office of the Company at Plot No.32-33, Sector 'F" Sanwer Road, Industrial Area. Indore (M.P.). 2. The Management of the Company is responsible to ensure the compliance with the requirements of Companies Act, 2013 and Companies (Management and Administration) Rules as amended from time to time relating to the remote e-voting and Poll on the resolutions contained in the Notice convening Annual General Meeting (AGM) of the members of the Company. My responsibilities as scrutinizer tor remote e-voting process and for Poll at the ACM is restricted j.o_s.crutini/er's Report of the votes east "in favour",ry ~,;; Jain &~~.. fj."",,r.~ ~'\.w,.... '" l.., 'r'., ~ \( (\ \NQOf\ );)} \\ r-. \.. / " /J \:_,),.. - r-' '171.,,,,~rlV se.v ~~... ;;_~~ft \0.' 0,> '--./ 9...

18 or "Against" the resolutions stated above. based on the reports generated from the e voting provided by Central Depository Services (India) Limited and also at the time of Poll at AGM. 3. The voting rights were reckoned on 21 SI September being the cut-off date for the purpose of deciding the entitlements of members at the remote e-voting and voting at the meeting. 4. The Company had taken the services of Central Depositories Services (India) Limited (CDSL) for providing the remote E- Voting Platform. 5. Remote E- Voting platform remained open from zs" September (9.00 A.M.) to 2th September, 2018 (5.00 r.m.) and members were given an option to cast their votes electronically conveying their assent or dissent in respect of the Ordinary and lor Special Resolutions, on the e-voting platform provided by CDSL. 6. I have issued separate Scrutinizer's Report dated 29th September, 2018 on the remote E voting and on the Poll on the resolutions contained in the Notice to the AGM. As requested by Management, I submit herewith my combined report on the results of e-voting together with that of Poll as under- Item No. of Votes in favou r of Votes against the Invalid votes Notice resolution resolution Nos. (Ytl of total Nos. % of total Nos. % of number of number of total valid valid votes number votes cast cast of invalid votes ~ ~ cast _.. _,., -"",._"., f--- Item No. I of the 25,45, % % % Notice (As an Ordinary Resolution) ----~ ~ Item No.2 of the 7,68, % % % Notice (As an Ordinary Resolution) Item No.3 of the 25,45, % % % Notice (As an Ordinary Resolution) -- Item No.4 of the 14,55, % % % Notice (As an Ordinary Resol ution) 1 --.,;/~~~~~~~:.~,:.~ _u I

19 c ;-c--; ; Item No.5 of the 7,68, % % 0.00% 01 Notice (As an Ordinary Resolution) -- Item No.6 of the 18,83, % % % Notice (As an Ordinary Resolution) Item No.7 of the 25,45, % % % Notice (As an Ordinary Resolution) Item No.8 of the 25,45, % % % Notice (As Special Resolution) Conclusion: All the resolutions stands passed with requisite majority under Remote E voting combined with Poll at the Annual General Meeting held on Friday, 28th September, Thanking You, Place: Indore Date: 29th September, 2018 To be Countersigned,. by the Chairman Anil Gorani Place: Indore Date: 29th September, 2018

NEOGEM [ I ] LTD. A l w a y s I n n o v a t i v e

NEOGEM [ I ] LTD. A l w a y s I n n o v a t i v e Date: September 29, 2018 Ref: Stock Exchange 2018-19 / 22 G-32, Gem & Jewellery Complex III, SEEPZ, A n d h e r i ( E ), M u m b a i 4 0 0 0 9 6 I N D