DEWAN HOUSING FINANCE CORPORATION

Transcription

1 DEWAN HOUSING FINANCE CORPORATION LIMITED Corporate Identity Number (CIN) - L6591OMH1984PLC National Office: DHFL House, 3 rd - 7 th Floor, 19, Sahar Road, Off Western Express Highway, Vile Parle (East), Mumbai , Maharashtra, India Tel.: (022) , Fax: (022) Corporate Office: TCG Financial Centre, 10 th Floor, BKC Road, Bandra Kurla Complex, Bandra (East), Mumbai Tel.: , Fax: Registered Office: Warden House, 2 nd Floor, Sir P. M. Road, Fort, Mumbai l. Toll Free No , Customer Care No. : Visit us at: emai1-response@dhfl.com DECLARATION OF THE CONSOLIDATED RESULTS OF REMOTE E-VOTING AND VOTING AT ANNUAL GENERAL MEETING (AGM) WITH RESPECT TO RESOLUTIONS MENTIONED IN THE NOTICE OF 34 th AGM OF DEWAN HOUSING FINANCE CORPORATION LTD. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with rules made thereunder, and Regulation 44 of Securities and Exchange Board ofindia (Listing Obligations and Disclosure Requirements) Regulation, 2015 ("SEBI Listing Regulations"), the Company had provided the Remote e-voting facility to its Members, to cast their vote/s on the resolutions as set out in the Notice of the 34 th AGM. The Members attending the AGM and who had not cast their vote through Remote e-voting were also provided with the facility to cast their vote on the resolutions, through ballot papers at the venue of 34 th AGM. Based on the Scrutinizer's Consolidated Report, on remote e-voting and voting at AGM through ballot papers, I declare the resolutions contained in the Notice of the 34 th AGM as passed with the requisite majority and all these resolutions are deemed to be passed on June 27, 2018 i.e. the date ofagm. Date: 29 th June, 2018 Place: Mumbai

2 Annexure In terms of Regulation 44 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), we furnish herein below the details of the consolidated results of remote e-voting and voting through ballot papers at the 34 th Annual General Meeting in the prescribed format: Name of the Company Dewan Housing Finance Corporation Ltd. Corporate Identity Number L65910MH1984PLC Date of the AGM Wednesday, June 27,2018 Book Closure Date Thursday, June 21,2018 to Wednesday, June 27,2018 *Total No. of Shareholders on cut-off date 1,30,540 *Cut-off date for the purpose of determining the shareholders eligible to vote was 2(jh June, 2018 No. of shareholders present in the meeting either in person or through proxy: Shareholder In person Proxy Total Promoters and Promoter Group Public Total No. of Shareholders attended the meeting through Video Conferencing: Promoters and Promoter Group Public Nil Nil IIPage of 7

3 Details of Agenda Wise: Item Type of Resolution Details of Resolution Mode of Voting No. (Remote-voting!Ballot Paper) J Ordinary To receive, consider and adopt Audited Financial Remote e-voting Statements (Standalone and Consolidated) of the /Ballot Paper Company for the fmancial year ended March 31, 2018 and the Reports of the Board of Directors and Statutory Auditors thereon. 2 Ordinary To confirm the payment of interim dividend and to Remote e-voting declare the final dividend on equity shares for the /Ballot Paper financial year ended March 31, Ordinary To appoint a Director in place ofmr. Dheeraj Wadhawan Remote e-voting (DIN ) who retires by rotation at this Annual /Ballot Paper General Meeting and being eligible, offers himself for reappointment. 4. Ordinary To appoint Mis. DeloitteHaskins & Sells LLP, Chartered Remote e-voting Accountants (Firm Registration Number WIW- /Ballot Paper ) as Joint Statutory Auditors of the Company along with existing statutory auditors, Mis. Chaturvedi & Shah, Chartered Accountants (Firm Registration Number W). 5. Special Issuance of Non-Convertible Debentures on Private Remote e-voting Placement Basis. /Ballot Paper The details of the said results pursuant to remote e-voting and voting done through ballot paper by the Members of the Company at the Annual General Meeting are mentioned herein below : 21Page of 7

4 Resolution No.1: To receive, consider and adopt Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2018 and the Reports of the Board of Directors and Statutory Auditors thereon. Resolution required: (Ordinary/ Special) Ordinary Resolution Whether promoter / promoter group are interested in the No agenda/ resolution Category Mode of No. of No. of votes % of Votes No. of Votes No. of % of Votes in % of Votes Invalid Voting shares polled* Polled on -in favour Votes - favour on votes against on Votes held outstanding Against polled votes polled shares [1) (2) (3)={[2)/[1)} *100 (4) (5) (6)={[4)/[2]} *100 (7)={[5]1[2)} *1 (8) 00 E-Voting Promoter Poll and Promoter Postal Ballot Group 0 Total E-Voting Poll Public Institutions Postal Ballot Total E-Voting Poll Public Non Institutions Postal Ballot Total Total *Number of votes polled in column [2J does not include invalid votes. ~f\nnn~ - ~~;I~ ~.. ( ~ ( Mumba; J1 ~ ;: 31Page of 7 ~ ~o.qt9'"

5 Resolution 31,2018. NO.2: To confirm the payment of interim dividend and to declare the fmal dividend on equity shares for the financial year ended March Resolution reauired : (Ordinarv/ Special) Ordinary Resolution Whether promoter / promoter group are interested in the No agenda/ resolution Category Mode of No. of No. of votes % of Votes No. of Votes No. of % of Votes in % of Votes Invalid Voting shares held polled* Polled on -in favour Votes - favour on votes against on votes Votes outstanding Against polled polled shares [1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]1[2]}*100 [7]={[5]/[2]}*100 [8] E-Voting Promoter Poll and ,. Promoter Postal Ballot Group 0 Total E-Voting Poll Public Institutions Postal Ballot Total E-Voting Poll Public Non Institutions Postal Ballot Total Total *Number a/votes polled in column [2] does not include invalid votes. -...so 0 ~.. l~ Mumb Qi\ f.l, ~ ::::'l 41Page of 7 ~~\.".:> ~Q.*.~,,'\ /

6 Resolution No.3: To appoint a Director in place ofmr. Dheeraj Wadhawan (DIN ) who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. Resolution reouired : (Ordinary/ Special) Ordinarv Resolution Whether promoter / promoter group are interested in the Mr. Kapil Wadhawan, Promoter/Director is the brother of Mr. Dheeraj Wadhawan. Mr. Dheeraj ae:enda/ resolution Wadhawan is also Promoter/Director of Wad haw an Global Capital Limited (PAC) Category Mode of No. of No. of votes % of Votes Polled No. of Votes. No. of % of Votes in % of Votes Invalid Voting shares polled* on outstanding - in favour Votes - favour on votes against on votes Votes held shares Against polled polled [1] [2] [3]={[2]1[1]} *100 [4] [5] [6]={[4]1[2]}*100 [7]={(5]/[2]} *100 [8] E-Voting Promoter Poll and Promoter Postal Ballot Group 0 Total E-Voting Poll Public Institutions Postal Ballot ' Total E-Voting Poll Public Non Institutions Postal Ballot Total Total *Number a/votes polled in column [2J does not include invalid votes. t\t\ance c. ~~ 0,. ';if 00 I :; 0, o Mumbal il ~ - ~ ~- t\. "'.0 *.~' SIPage of 7

7 0. Resolution NO.4: To appoint Mis. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number W/W-IOOOI8) as Joint Statutory Auditors of the Company along with existing statutory auditors, Mis. Chaturvedi & Shah, Chartered Accountants (Firm Registration Number W). Resolution required: (Ordinary/ Special) Ordinary Resolution Whether promoter lpromoter group are interested in the No agenda/ resolution Category Mode of No. of No. of votes % of Votes No. of Votes No. of % of Votes in % of Votes Invalid Voting shares held polled* Polled on - in favour Votes - favour on votes against on votes Votes outstanding Against polled polled shares [I] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]1[2]} *100 [7]={[5]1[2]}*100 [8] E-Voting Promoter Poll and Promoter Postal Ballot Group 0, Total E-Voting Poll Public Institutions Postal Ballot Total E-Voting Poll Public Non Institutions Postal Ballot Total Total ~oanc~ ~( ~ *Number o/votes polled in column [2] does not include invalid votes. f4y,.'"~ ::J 0' I~ Mumba ~'l ~,) 61Page o f 7.." '". tjq * '9'\ --,

8 Resolution NO.5: Issuance of Non-Convertible Debentures on Private Placement Basis. Resolution required: (Ordinary/ Special) Special Resolution Whether promoter / promoter group are interested in the No agenda/ resolution Category Mode of No. of No. of votes % of Votes No. of Votes No. of % of Votes in % of Votes Invalid Voting shares held polled* Polled on - in favour Votes - favour on votes against on votes Votes outstanding Against polled polled shares [1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]} *100 [8] E-Voting Promoter Poll and Promoter Postal Ballot Group 0 Total E-Voting Poll Public Institutions Postal Ballot Total E-Voting Poll Public Non Institutions Postal Ballot Total Total *Number a/votes polled in column [2l does not include invalid votes. ~\nan~~. I~ ~\ Mum1 \. ~ 71Page a f 7 eq *.9. ~

9 Jayshree S. Joshi B. Com. (Hans.), LL.B., F.C.S. PROPRIETRESS PHONE: jayshreedagli@gmail.com suyashri@vsnl.com COMPANY SECRE'fARIES Form No. MGT-I3 Report of Scrutinizer.[Pursuant to Section 109 of the Companies Act, 2013 and Rule 21(2) of the Companies (Management and Administration) Rules, 2014) To, The Chairman of 34thAnnual General Meeting of the Equity Shareholders of Dewan Housing Finance Corporation Limited(the Company) held on Wednesday, June 27, 2018, at am at M.e. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor,18/20, K. Dubash Marg, Kala Ghoda, Mumbai Dear Sir, I, Jayshree S. Joshi, Proprietress of Jayshree Dagli & Associates, Company Secretaries, Mumbai, have been appointed as Scrutinizer for the purpose of the poll taken on the below mentioned resolutions, at the 34thAnnuai General Meeting of the Equity Shareholders of Dewan Housing Finance Corporation Limited, held on Wednesday, June 27, 2018, at am at M.e. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor,18j20, K. Dubash Marg, Kala Ghoda, Mumbai , submit my report as under: 1. After the time fixed for closing of the poll by the Chairman, 2(Two) ballot boxes kept for polling were locked in my presence with due identification marks 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 the records,maintained by the Company/Registrar and Transfer Agents of the Company and the authorizations/ proxies lodged with th.ecompany. 3. The pou papers, which were incomplete and/or which were otherwise found defective have been treated as invalid and kept separately. 4. The result. of the poll is as under: Page 1 of 4 OffICe NO.5. 1s1Floor, Rajabahadur Compound. Bldg, No, 5, 43 - Tamarind Lane, Fort, Mumbai (Opp. Allahabad Bank, Bombay Samachar Marg). I

10 Jayshree S. Joshi B. Gam. (Hons.), LL.B., EG.S. PROPRIETRESS PHONE:' ~.3 jayshreedagli@gmail.com suyashri@vsnl.com COMPANY SECRETARlp: Resolution No. 1- To receive, consider and adopt the Audited Financial Statements (Standalone and ConSolidated) of the Company for the financial year ended March 31, 2018 and the Reports of the Board of Directors and Statutory Auditors thereon. [Ordinary Resolution] (i) Voted in favour of the resolution: Number of votes cast by them % of total number of valid votes cast (ii) Voted against the resolution: Number o votescastby them'. 56 %0 totalnumber of valid votes cast 0.04 (iii) Invalid votes: Total.number of members (in person or by proxy) whose votes were declared invalid 6 Total number of votes cast by them Resolution No. 2- To confirm the payment of interim dividend and to declare the final dividend on equity shares for thefinancia:i year ended March 31, 2018.[Ordinary Resolution] (i) Voted in favour of the resolution: Number of votes cast by them % of total number of valid votes cast (it) Voted against the resolution: Number of votes cast by them 56 % 6f total.number of "alid votes cast 0.04 (iii)invalid votes: Total number of members (in person or by Total number of votes cast by them proxy) whose votes were declared invalid Page 2 of4 Office NO.5. lsi Floor, Rajabahadur Compound. Bldg. NO.5, 43. Tamarmd Lane. Fort, Mumbai (Opp. Allahabad Bank. Bombay Samachar Marg).

11 Jayshree S. Joshi B. Com. (Hons.), LL.B., EC.S. PROPRIETRESS PHONE: COMPANY SECRETARIES Resolution NO.3-To appoint a Director in place of Mr. Dheeraj Wadhawan (DIN ) who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. [OrdmaryResolution] (i) Voted in favour of the resolution: Num ber of votes castb them % of total number of valid votes cast (Ii) Voted against the resolution: Number of votes castbthem 56 % oftotalnumber of valid votes cast 0.04 (iii)invalid votes: Total number of members (in person or by rox whose votes were declared invalid 6 Total mu:riber of votes cast by them Resolution No. 4-To appoint Mis. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration Number W/W-l00018) as Joint Statutory Auditors of the Company along with existing statutory auditors, Mis. Chaturvedi & Shah, Chartered Accountants (Firm Registration No: W). (Ordinary Resolution] (i) Voted in favour of the resolution: %0 total number of valid votes cast (ii) Voted against the resolution: Number of votes castb them 56 % of total number of valid votes cast 0.04 (iii)invalid votes: Total number of members (in person or by Total number of votes castby them proxv) whose votes were dedaredinvalid ;?/ r Page3 of4 Office NO.5. 1stFloOr. Rajabahadur Compound, Bldg. No Tamarind Lane. Fort, Mumbai (Opp. Allahabad Bank, Bombay Sarna,char Marg).

12 Jayshree S. Joshi B. Com. (Hons.),LL.B..F.C.S. PROPRIETRESS PHONE: COMPANY SECRETARIES Resolution No.5-Issuance of Non-Convertible Debentures on Private Placement Basis. [SpecialResolution] (i) Voted in favour of the resolution: Number of votes castb them % of total number of valid votes cast (ii) Voted against the resolution: Number of votes castb them 52 % of total number.of valid votes cast (iii)invalid votes: Total number of members (in person or by Total number of vores cast by them proxy) whose votes were declared invalid A Compact Disc (CD) containing a list of equity shareholders who voted "FOR", "AGAINST" and those whose votes were declared invalid for each resolution is enclosed. The poll papers and all other relevant records were sealed and handed over to the Company Secretary I Director authorized by the Board f~r S~~j:;-. Signature:./. \ q@ S~1.. 'C]OJj~'~ Jayshree S, Joshi (Scrutinizer) Witnesses: 1. AjayV. Mehta 2. AkshayJoshi.Date: Place: Mumbai Page 4 of4 Office NO.5. 1st Floor, Rajabahadur Compound, Bldg. NO.5, 43. Tamarind Lane, Fort, Mumbai (Opp. Allahabad Bank. Bombay Samachar Marg). I

13 Jayshree S. Joshi B. Com. (Hans.). LL.B., F.C.S. PROPRIETRESS.:11 IfJ PHONE jayshreedagli@gmailcom suyashri@\lsnlcom COMPANY SECRETARIES Date: SCRUTINIZER'S REPORT (REMOTE E-VOnNG PROCESS) {Pursuant To, to section 108 of the Companies Act, 2013 and rule 20{3) (xi) of the Companies (Manageme.nt and Administration) Rules, 2014} The Chairman of 34 th Annual General Meeting of the members of Dewan Housing Finance Corporation Limited (the Company) held on Wednesday, June 27, 2018, at 11:00 AM at M.C. Ghia Hall, BhogHal Hargovindas Building, 4th Floor, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai Dear Sir, 1. I, Jayshree S. Joshi, Proprietress of Jayshree Dagli & Associates, Company Secretaries, Mumbai, have been appointed by the Board of Directors of Dewan Housing Finance Corporation Limited (the Company) as the scrutinizer for the purpose of scrutinizing Remote e-voting process In a fair and transparent manner and ascertaining the requisite majority on Remote e-voting carried out as per the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management arid Administration) Rules, 2014 In respect of the resolutions contained in the Notice of the 34 th Annual General Meeting (AGM) of the members of the Company, held on Wednesday, the 27 th day of June, It is the responsibility of the Management of the Company to ensure due compliance of the applicable provisions of the Companies Act, 2013 and Rules made there under and also the requirements thereof relating to voting through electronic means on the resolutions contained in the Notice of the 34 th AGM of the members of the Company. As the Scrutinizer for the Remote e~votjng process my role and responsibility are limited to make a Scrutinizer's Report of the votes cast "in favour" or "against" In respect ofthe resolutions contained In the Notice of the 34 th AGM, based on the reports, generated from the e-votingsystem provided by the National Securities Depository Ltd (NSDL), the authorized agency to provide Remote e-votlng facilities, engaged by the Company. 3. Further to above, I submit my report as under:- i. The Remote e-votingperiod remained open from Sunday, 24 th June, 2018 (9.00 A.M.) to Tuesday, 26 th June, 2018 (5.00 P.M.) Ii. Page 1 of4 Office No, 5, 1sl Floor, Rajabahadur Compound. Bldg. NO.5, 43 Tamarind Lane. Fort, Mumbai (Opp, Allahabad Bank. Bombay Samachar Marg). I

14 Jayshree S. Joshi B. Com. (Hons.), LL.B., Ee.S. PROPRIETRESS IfJ PHONE: iii. The NSDL portal was blocked for voting on 26 th June, 2018 at 5.00 p.m. iv. Accordingly, the electronic votes cast were taken into account on conclusion of the 34 th AGM and after considering the votes cast by the members through Polling Process at the 34 th AGM. v. The votes cast were unblocked on June 27, 2018, after counting the votes cast. at the 34 th Annual General Meeting, in presence of 2 witnesses Mr. Ajay V.. Mehta, Practicing Company Secretary (ACS ) and Mr. Akshay Joshi (ACS ) who are not in the employment of the Company; vi. Thereafter, thedeta.ils containing, inter alia, list of Equity Shareholders, who voted "for" and/or "against" each of the resolutions that were put to vote, were generated from the e-voting website of NSDl I.e. vii. The Register to record the assent or dissent received has been maintained electronically. It contained the particulars of name, address, folio number or client ID of the shareholders, number of shares held by them, nominal value of such shares. There were no shares with differential voting rights in the Company; hence there is no requirement of maintaining of the list of shares with differential voting rights.. Based on the Reports generated, the result of the e-voting is asunder:'" Sr. No. Resolution No. as given in the Notice of 34 th Annual General Meeting ORDINARY BUSINESS. Particulars of Votes Cast Electronic Voting Nos. 0J0 1. To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated).of the Company for the.financial year ended March 31", 2018 and the Reports of the Board of Directors and Statutory Auditors thereon. [Ordinary Resolution] Votes Cast in Favour Votes Against Cast a I ** Excludes invalid votes Total ** Page2of4 I

15 Jayshree S. Joshi B. Com. (Hons.), LL.B" EC.S. PROPRIETRESS WI PHONE' To confirm the payment of interim dividend and to declare the final dividend on equity shares for the financial year ended March. 31, [Ordinary Resolution] Votes Cast in favour Votes Against Cast * Total ** "'Actual rounded off to "'* Excludes Jnvalld votes 3. To appoint a Director..in place Votes Cast in of Mr. Dheeraj Wadhawan FaVOur (DIN ) who retires by rotation at this Annual General Meeting and being eligible, Votes Cast offers himself for re- Against appointmerit. [Ordinary Resolution] Total.* ** Excludes 10284?86 invalid votes. 4. To appoint MIs. Deloitte Votes Cast in Haskins &. Sells LLP, Chartered Favour Accountants (Arm Registration Number W/W ) as Joint Statutory Auditors of the Company along with' Votes cast existing statutory auditors, Against MIs. Chaturvedi&. Shah, Chartered Accountants (firm Registration Number W) Total ** *Actual rounded off to ** Excludes invalid votes. Page 3 of4 Office NO.5. lsi Floor. Rajabahadur Compound. Bldg. NO Tamarind Lane. Fort. Mumbai (Opp. Allahabad Bank, Bombay Samachar Marg). I

16 Jayshree S. Joshi B. Com. (Hons.), Ll.B., F.C.S. PROPRIETRESS PHONE : E.MAIL: jayshreedagli@gmail.com suyashri@\isnlcom I SPECIAL BUSINESS 5. Issuance of Non.Convertible Votes Cast in Debentures on Private Favour Placement Basis (Special Resolution] Votes Cast Against Total ** ** Excludes invalid votes. Jayshree S. Joshi (Scrutinizer) Witnesses:. Ajay V. Mehta Akshay Joshi Page40f4 Office NO.5. 1sl Floor, Rajabahadllf Compound. Bldg. NO Tamarind Lane. Fort, Mumbai (Opp. Allahabad Bank. Bombay Samachar Marg). I

17 Jayshree S. Joshi B. Com. (Hans.), LL.B., F.C.S. PROPRIETRESS PHONE: COMPANY SECRETARIES Date: SCRUTINIZER'S CONSOLIDATED REPORT (E~VOTINGPROCESs &; POLL PROCESS) To, {Pursuant to section 108 ofthe Companies Act/2013 and rule 20(3) (xi) of the Companies (Management and Administration) Rules, 2014} The Chairman of 34 th Annual General Meeting ofthe Members of Dewan Housing Finance Corporation.Limited (the Company) held on Wednesday.June 27, 2018,< at am at M.C. Ghia Hall l Bhogl/al Hargovindas Building, 4th Floor,l8/20, K. Dubash Marg, Kala C?hodl:liMumbaJ Dear Sir, 1. I, Jayshree S. Joshi, Proprietress of Jayshree Dagli & Associates, Company Secretaries, Mumbai, have been appointed by the Board of Directors of Dewan Housing Finance Corporation Limited (the Company) as the Scrutinizer for the purpose of scrutinizing e-votlng Process and Poll Process in a fair and transparent manner and ascertaining the requisite majority on Voting carried out as per the provisions of the CompanIes Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 in respect of the Resolutions passed at the 34 th Annual General Meeting (AGM) of the Members of the Company, held on Wednesday, the 27 th day of June, It is the responsibility of the Management of the Companyt() ensure due compliance of the applicable provisions of the Companies Act, 2013 and Rules made there under and also the requirements thereof relating to voting through electronic means and Polling Process 011 the resolutions contained In the NotIce. of the 34 th AGM.of the Members of the Company. AS the Scrutinizer for the.e-voting process and Poll Process, my role and responslblllty are limited to make a Scrutinizer's Consolidated Report of the votes cast "In favour.' or "against'" In respect of the Resolutions contained In the Notice of the 34 th AGM, based on the reports Qenerated from thee- Voting system provided by the National SecuritIes Depository ltd (NSDL), the authorized agency to provide Remote e-voting facilities, engaged by the Company and frornthe Polling Process conducted at the 34 th AGM. 3. Furtherto above, I submit my Report as.ul1der:- I. The Remote e-votingperiod remained open from Sunday, 24 th June, 201S, (9.00 a.m.) to Tuesday, 26 th June, 2018/ (5.00 p.m.). Pagelof2 Office NO.5, 1st Floor, Rajabahadur Compound, Bldg. No. 5,43. Tamarind lane. Fort. Mumbai (OPP. Allahabad Bank, Bombay Samachat Marg). I

18 Jayshree S. Joshi B. C?m. (Hens.), U.B.,F.C.S. PROPRIETRESS PHONE E.MAIL. jayshreedagli@gmailcom suyashri@vsnl.com i I COMPANY SECRETARIES ii. The Members of the Company as on the "cut-off" date I.e. 20 th June, 2018, were entitled to vote on the Resolutions (items No. 1to 5 as set out in the Notice of the 34 th AGMofthe Company).. iii. Afte~ the time fixed for closing of the poh by the Chairman, 2(Two) ballot boxes kept for polling were locked in my presence with due identification marks placed by me. IV. The locked ballot boxes were 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. Agents of the Company and the authorizationsl proxies 10dgedWJth the Company. v. 'rhe.poll papers, which were incomplete and/or.which were otherwise found defective have been treated as Invafldand kept separately. vi. Thereafter, the electronic votes cast through remote e-voting were unblocked at 2.45 p.m. I.e. after countingthe votes cast at the 34 th Annual General Meeting in presence of 2 witnesses Mr. Ajay V.Mehta, Practicing Company Secretary (ACS ) and Mr. Akshay Joshi (ACS ~ 34724) who are not in the employment of the Company. vii. Then, the details containing, inter aha,. list of Equity Shareholders, who voted through Remote e-voting "for" and!or "against" eachofthe resolutions that were put to vote, were generated from the e-voting website of NSDl r.e. viii.the Register to record the assent or dissent received has been maintained electronically. It contained the particulars of name, address, folio number or client 10 ofthe shareholders, number of shares held by them, nominal value of such shares. There were no shares with differential. voting rights In the Company; hence there is no requirement of maintaining of the Jist of shares with differential voting rights. The.ttachment.:e~~1Z;: Consolidated result of the Voting Annexure', (Remote e-voting + Poll Process) is given in :f~~~~ Jayshree S. Joshi (Scruti nizer) Encl.: As Above countersigned by: Page 2 of 2. Office NO.5. lsi Floor, Rajabahadur Compound, Bldg. No. 5,43. Tamannd Lane. Fort. Mumbai (Opp. Allahabad BanI<.Bornbay Sarnachar Marg).. I

19 Annexure Dewan Housing Finance Corporation Limited 34thAGM Resolution No.: 1 - To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2018 and the Reports of the Board of Directors and Statutory Auditors thereon. [Ordinary Resolution] Evoling Poll Total Assent Di.sent Assent Dissent Assent Dissent Total Voto. % Total Votos % Total vote. % Total Votes % trotalv % Total votes % S Invalld Yotes: Invalld Yotes: Invalld Yotes: IResult: Resolution passed by Majority.

20 Dewan Housing Finance Corporation Limited 34thAGM Resolution No.: 2 - To confirm the payment of interim dividend and to declare the final dividend on equity shares for U,e finuncial year ended Murch 31,2018. [Ordinary Resolution] TotaJ.Vote,Ca~l: lj.lvaiid votes: EVotUlg roll Total Assent Dissent Assent Dissent Assent Dissent TolalVoles ~/o Tolill Voles % Total Votes % Tolal Voles % Total Votes % Total Votes % <)<)<) J.0OOll 'J ll4O% lIl1l InVAlid Votes: Invalid Votes: Invalid Votes: IUeSUll:Uesolulion passed by Majority.

21 Dewan Housing Finance Corporation Limited 34thAGM Resolution NO.:3-To appoint a Director in place of Mr. Dheeraj Wadhawan (DIN ) who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointmenl [Ordinary Resolution] Evoting Poll Total AAsent Dissent Assent Dissent Assent Dissent ToW V % Total V % Total V % ToW V % Total V % Total V % 16? Invalid Votes: Invalid Votes: Invalid Votes: r. IResult: Resolution passed by Majority.

22 - Dewan Housing Finance Corporation Limited 34thAGM Resolution No.: 4 - To appoint M/ s. Deloitte & Haskins & Sells LIP, Chartered Accountants (Firm Registration No W /W-1OO018) as Joint Statutory Auditors of the Company along with existing statutory auditors, M/ s. Chaturvedi & Shah, Chartered Accountants:(Firm Registration No: W). [Ordinary Resolution] Evoting Poll Total Assent Dissent Assent Dissent Assent Dissent TotaIVob!s % Tota1 Vob!s Y. Total V 0/0 TotaIVob!s 0/. Total Voles % Total V % S Invalid Votes: Invalid Vot : Invalid Votes: Result: Resolution passed by Majority.

23 Dewan Housing Finance Corporation Limited 34thAGM Resolution No.:5 - Issuance of Non-Convertible [Special Resolution) Debentures on Private Placement Basis. Evoting Poll TmaI Assent. Dissent Assent Dissent Assent Dissent Total Votell % Total Votell '.. Total Votes % TotaIVotell '/. Tot.aIVoteo % Total Vola % Q Invalid yotes: Invalid Yotes: Invalid Yotes: Result: Resolution passed by Requisite Majority.