September 27, 2018 The Manager Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 021 Scrip Code : 539981 The Manager Listing Department National Stock Exchange of ndia Ltd. Exchange Plaza, Bandra-Kurla Complex Bandra (E), Mumbai 400 051 Name of Scrip : MAXNDA Dear Sir/Madam, Sub: Voting Results of the 3 rd AGM of the Company n continuation to our earlier communication dated September 26, 2018 on the captioned matter, please find enclosed the following: (a) Details of voting results in respect of resolutions passed by the shareholders of the Company at the Third Annual General Meeting of the Company held at its Registered Office on September 25, 2018, in terms of Regulation 44(3) of the SEB (Listing Obligations and Disclosure Requirements) Regulations 2015; and (b) Report of Scrutinizer dated September 26, 2018 on e-voting and poll process. You are requested to take the aforesaid on record. The aforesaid documents are also being made available on the Company s website. Thanking you, Yours faithfully for Max ndia Limited V. Krishnan Company Secretary Encl: As above
-- ------------- Voting Results of AGM Details of poll at AGM and e-voting results as per regulation 44(3) of SEB (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the following resolutions: Date of the AGM 25.09.2018 Total number of shareholders on record date i.e 18 September, 2018 37,737 No. of shareholders present in the meeting either in person or through Proxy: Promoters and Promoters Group: Public: No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoters Group: Public:, 3 31 N.A. 1. Ordinary Resolution: Receive, consider and adopt: a) The Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2018, the reports of the Board of Directors and Auditors thhereon; and b) The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2018 and the report of the Auditors thereon. Whether promoter/ promoter group are intersted in the Agenda/resolution NO % of No. of shares held % of votes in favour on % of votes against on Category Mode of Voting No of Valid on Outstanding No. of Votes in Favour No. of Votes Against (1) (2) (3)=(2)/(1)*100 (4) (5) (6)=(4)/(2)*100 (7)=(5)/(2)*100 Remote E-voting 10,99,55,098 0.0000 10,99,55,098 a 100.0000 0.0000 Poll 10,99,55,098 a 0.0000 a a 0.0000 0.0000 Group Total 10,99,55,098 100.0000 10,99,55,098 0 100.0000 0.0000 Remote E-voting 8,04,66,125 69.2320 8,04,66,125 a 100.0000 0.0000 Public-nstitutions Poll 11,62,26,802 a 0.0000 a a 0.0000 0.0000 Promoters and Promoter Total 8,04,66,125 69.2320 8,04,66,125 0 100.0000 0.0000 Remote E-voting 1,00,63,463 23.8248 1,00,61,263 2,200 99.9781 0.0219 Public-Non nstitutions Poll 4,22,39,446 15,55,957 3.6837 15,55,957 a 100.0000 0.0000 Total 1,16,19,420 27.5085 1,16,17,220 2,200 99.9811 0.0189 Total 26,84,21,346 20,20,40,643 75.2700 20,20,38,443 2,200 99.9989 0.0011
2. Ordina!)l Resolution: Re-appointment of Mr. Ashwani Windlass (DN: 00042686) as director liable to retire by rotation. Whether promoter/ promoter group are intersted in the Agenda/resolution % of No. of shares held Category Mode of Voting No of Valid on Outstanding (1) (2) (3)=(2)/(1)*100 Remote E-voting 10,99,55,098 100.0000 Promoters and Promoter Poll 10,99,55,098 0 0.0000 Group Total 10,99,55,098 100.0000 Remote E-voting 8,05,47,919 69.3024 Public-nstitutions Poll 11,62,26,802 0 0.0000 Total 8,05,47,919 69.3024 Remote E-voting 1,00,64,213 23.8266 Public-Non nstitutions Poll 4,22,39,446 15,55,957 3.6837 Total 1,16,20,170 27.5102 Total 26,84,21,346 20,21,23,187 75.3007 % of votes in favour on % of votes against on No. of Votes in Favour No. of Votes Against (4) (5) (6)=(4)/(2)*100 (7)=(5)/(2)*100 10,99,55,098 0 100.0000 0.0000 0 0 0.0000 0.0000 10,99,55,098 0 100.0000 0.0000 7,92,72,517 12,75,402 98.4166 1.5834 0 0 0.0000 0.0000 7,92,72,517 12,75,402 98.4166 1.5834 1,00,58,410 5,803 99.9423 0.0577 15,55,957 0 100.0000 0.0000 1,16,14,367 5,803 99.9501 0.0499, 20,08,41,982 12,81,205 99.3661 0.6339 NO 3. Ordina!)l Resolution: Re-appointment of Mr. Rahul Khosla (DN: 03597562) as director liable to retire by rotation. Whether promoter/ promoter group are intersted in the Agenda/resolution Category Promoters and Promoter Group Public-nstitutions Public-Non nstitutions Total Mode of Voting No. of shares held (1) Remote E-voting Poll 10,99,55,098 Total Remote E-voting Poll 11,62,26,802 Total Remote E-voting Poll 4,22,39,446 Total 26,84,21,346 % of No of Valid on Outstanding (2) (3)=(2)/(1)*100 10,99,55,098 100.0000 0 0.0000 10,99,55,098 100.0000 8,05,47,919 69.3024 0 0.0000 8,05,47,919 69.3024 1,00,64,213 23.8266 15,55,957 3.6837 1,16,20,170 27.5102 20,21,23,187 75.3007 - % of votes in favour on % of votes against on No. of Votes in Favour No. of Votes Against (4) (5) (6)=(4)/(2)*100 (7)=(5)/(2)*100 10,99,55,098 0 100.0000 0.0000 0 0 0.0000 0.0000 10,99,55,098 0 100.0000 0.0000 7,92,72,517 12,75,402 98.4166 1.5834 0 0 0.0000 0.0000 7,92,72,517 12,75,402 98.4166 1.5834 1,00,58,410 5,803 99.9423 0.0577 15,55,957 0 100.0000 0.0000 1,16,14,367 5,803 99.9501 0.0499 20,08,41,982 12,81,205 99.3661 0.6339 NO for Max ndia limited V. Krishnan Company Secretary
SANJAY GROVER & ASSOCATES COMPANY SECRETARES 8-88, 1" Floor, Defence Colony, New Delhi -110 024 Tel.. (011) 4679 0000, Fax. (011) 4679 0012 e-mail. contacl@cssanjaygroverin website: \WNcssanjaygrover.in Consolidated Scrutinizer's Report [Pu rsuant to Section 108 of the Companies Act, 2013 and Rule 20 and 21 of the Companies (Management and Administration) Rules, 2014) To, The Chairman MAX NDA LMTED (FORMERLY 'TAURUS VENTURES LMTED') (CN: L85100PB2015PLC039155) 419, Shai Mohan Singh Nagar, Nawanshehr, Punjab- 144533 Dear Sir,. Sanjay Grover, Managing Partner of Ms Sanjay Grover & Associates, Practicing Company Secretaries firm having office at B-88, First Floor, Defence Colony, New Delhi-110024, was appointed as Scrutinizer for the purpose of scrutinizing the voting process, Le. remote e-voting and voting through poll at Annual General Meeting (AGM) under the provisions of Section 108 and 109 of the Companies Act. 2013 read with Rule 20 and Rule 21 of the Companies (Management and Administration) Rules. 2014 (as amended up to date) on the resolution(s) mentioned in Notice dated August 10. 2019 for 3 rd AGM of the Company held on Tuesday, September 25. 2018 at 11 :30 A.M. at 419, Bhai Mohan Singh Nagar. Village Railmajra, Tehsil Balachaur, District Nawanshahr, Punjab--144533. submit my report as under:- 1. The remole e-voting period commenced on Friday, September 21. 2016 at 09:00 A.M. and ended on Monday, September 24, 2018 at 05:00 P.M. via e-voting platform on the designated website of NSOL, Authorized Agency to provide e-voting facility. l J Page
SANJAY GROVER & ASSOCATES 2. The Members of the Company as on the cut off' date i. e. Tuesday, September 18. 2018 were entitled to avail the facili ty of remole e voting as well as voting through poll at the AGM on the proposed resolutions. 3. The lotal paid up Equity Share Capital of the Company as on Tuesday, September 18, 2018 was Rs. 53,68,42,692/- (Rupees Fifty Three Crore Sixty Eight Lakh Forty Two Thousand Six hundred and Ninety two Only) divided into 26,84,21,346 (Twenty Six Crare Eighty Four Lakh Twenty One Thousand Three Hundred and Forty Six) equity shares of Rs. 2/- (Rupees Two Only) each. 4. Management of the Company is resp onsible 10 ensure the compliance with the requirements of the Companies Act, 2013 and Ru les thereof on the resolutions contained in the Notice of AGM. Our responsibilities as scrutinizers is restricted to make a consolidated scrutinizer's report of the votes cast 'For' or 'Against' th e resolutions stated in the AGM Notice. 5. The Chairman ordered for poll at AGM as per Rule 21 of Companies (Management and Administration) Rules, 201 4, as amended up to date. 6. One baltot box was kept for polling paper and the ballot box was locked in my presence. 7. After completion of Poll at the AGM, the ballot box was opened in my presence and polling papers were diligently scrutinized. Thereafter, polling papers were reconciled with the records maintained by the Registrar and Transfer Agents of the Company and the Authorizations/Proxies lodged with the Company. Detailed registers were maintained containing the summary of results of remote e-voting and poll at AGM. 8. The polling papers, which were incomplete and/or which were otherwise found defective or where Signature of any member did not match with the records mainta ined by Registrar & Tra nsfer Agent of the Company, have been treated as invalid and were kept separately. 21 Page
SANJA Y GROVER & ASSOCATES g, There were 6 (Six) Members holding 6 (Six) equity shares who voted at the AGM via Polling paper: however they were not Members as on the Mcut-off' date i.e. Tuesday, September 18, 2018 and accordingly their voles were not considered for the purpose of this report. 10. After completion of poll at the AGM at the votes cast through remote e-voting were unblocked in the presence of two witnesses, Mr. Raja! Jain and Ms. Oaljeet Kaur who are not in the employment of the Company. They have signed below in confirmation of the voles being unblocked in their presence. aljeet Kaur 11. The consolida ted summary of results of poll at the AGM and femote e-voting are as under: Resolution No. 1- Receive, consider and adopt a) The Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2018, the reports of the Board of Directors and Auditors thereon; and b) The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 20 18 and the report of the Auditors thereon. Ordinary Resolution Number of Valid Votes Po ll e-votes Total Percentage r Assent 15,55,957 20,04,82,486 20,20,38,443 99.9989 Dissent 0 2,200 2,200 0.0011 Total 15,55,957 20,04,84,686 20,20,40,643 100 31 Pa e e
SANJA Y GROVER & ASSOCATES The refore, the Resolution No. 1 has been approved with requisite majority. Details of poll al AGM & remote e-voting are given in Annexu re- A. Res olution No. 2- Re-appointment of Mr. Ashwani Windlass (DN: 00042686) as director liable to retire by rotation. r Ord inary Resolution Number of Valid Votes Percentage Poll e-votes Total f > Assen t 15,55, 957 19,92,86,025 20,08,4 1,982 99.3661 Dissent 12,81,205 12,81,205 0.6339 Tolal 15,55,957 20,05,67,230 20,21,23,187 100 Therefore, the Resolution No. 2 has been approved with requisite majority. Details of poll at AGM & remote e-voting are given in Annexure- B. Resolution No. 3- Re-appointment of Mr. Rahul Khosla (DN: 03597562) as director liable to retire by rolation. Ordinary Resolution Part icula rs Number of Valid Votes Po ll enotes Total Percentage Assent 15,55,957 19,92,86,025 20,08,41,982 99.3661 Dissent 0 12,81,205 12,81,205 0.6339 Tolal 15,55,957 20,05,67,230 20,21,23,187 100.0000 Therefore, the Resolution No. 3 has been approved with requisite majority. Details of poll at AGM & remote e voting are given in Annexure C. 41 P age
SANJA Y GROVER & ASSOCATES 12. The register, polling papers and all other rela ted papers shall remain in my safe custody until the Chairman considers. approves and signs the minutes and thereafter, shall hand over the register, polling papers and all other related papers to the Company Secretary. Thanking you, For SANJAY GROVER & ASSOCATES OMPANY SECR JARES Countersigned by Sanjay Grover " Scrutinizer CP No.: 3850 September 26, 2018 New Delhi -~--\ V. Krishnan Authorised Signatory Date: September 26,2018 Place: New Delhi 5 Pile e
SANJA Y GROVER & ASSOCATES Annexure - A Details of poll at AGM &remote e-voting for Resolution No.-1 are as under: A 1. VOTNG THROUGH POLL: Paid-up value of the Equity No. of No. of Equity voters (n Rs.) a)t otal Votes received 31 15.55.957 31.11.91 4 b)less: nvalid Votes 0 0 0 c) Net Valid votes 31 15.55.957 31.11.914 - d) Votes with Assent 31 15.55,957 31,11,91 4 e) Votes with Dissent 0 0 0 A2. VOTNG THROUGH REMOTE E-VOTNG: Paid-up value of the Equity No. of No. of Equity a-voters (n Rs.) a)total Votes received 175 20.04,84.686 40.09.69.372 b) Less: nvalid Votes 0 0 0 c) Net Valid Voles 175 20.04,84,686 40,09,69,372 d) Votes with Assent 174 20,04,82,486 40,09,64,972 e) Voles with Dissent 1 2,200 4,400 ;qlj q..o~<& " ~ S'l' 0. ~ llfl'; ~...fly DEl" " %~~<> "'" ~ {;'...,» 61 Page
SANJA Y GROVER & ASSOCATES Annexure - B Details of poll at AGM & remote e-voting for Resolution No.-2 are as under: B1. VOTNG THROUGH POLL: Paid-up value of the Equity No. of No. of Equity voters (n Rs.) a)tolal Votes received 31 15.55,957 31,11,91 4 b)less: nvalid Votes 0 0 0 - c) Net Val id votes 31 15,55,957 31,11,91 4 d) Votes with Assent 31 15,55,957 31,11,91 4 e) Votes with Dissent 0 0 0 B2. VOTNG THROUGH REMOTE E-VOTNG : Paid-up va lue of the Equity No. of No. of Equity e-voters (n Rs.) a)tolal Votes received 177 20.05,67.230 40.11,34,460 b) Less: nvalid Votes 0 0 0 c) Net Valid Votes 177 20,05,67,230 40,11.34,460 d) Votes with Assent 158 19,92,86,025 39,85,72,050 e) Voles with Dissen t 19 12.81,205 25,62,410 O"ER of ",,%,,~. os,j' ;; ( ~ c~ 1012 z lit- 0» " ~J ~~"g~~i "'~w Eo\.... ' 7 P a!. e
SANJAY GROVER & ASSOCATES Annexure - C Details of poll at AGM &remote e-voti ng for Resolu tion No.-3 are as under: C1. VOTNG THROUGH POLL: Paid-up value of the Equity No. of No. of Equity voters (n Rs.) a)total Votes received 31 15,55,957 31,11,914 b)less: nvalid Voles 0 0 0 c) Net Valid votes 31 15,55,957 31,11,914 d) Votes with Assent 31 15,55,957 31,11,914 e) Votes with Dissent 0 0 0 C2. VOTNG THROUGH REMOTE E-VOTNG: - Paid-up value of the Equity No. of No. of Equity e-v oters (n Rs.) a)tota l Votes received 177 20,05,67,230 40, 11,34,460 b) Less: nvalid Voles 0 0 0 c) Net Valid Votes 177 20,05,67,230 40,11,34,460 d) Votes with Asse nt 158 19,92,86,025 39,85,72,050 e) Votes wit h Dissent 19 12,81,205 25,62,410 O'>JE.R "", 0~" os", ~.~~ ~y - % S. W~. ~b ~ ~ ~'ll 8 p " g e '~. -~.~ "~Yv OE.\,.... '