Praj Industries : Proceedings of 31st Annual General Meeting and Voting Results

DATE: August 11, 2017‌‌

REF.: PIL/DVN/L- 184/2017-18

pr T

Company Code - PRAJIND

National Stock Exchange of India Ltd.

Exchange Plaza, 5th Floor,Plot No. C/ 1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051

Fax: [phone] I 38

Security Code No. : 522205 Bombay Stock Exchange Limited

PhirozeJeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai - 400 001

Fax:[phone]/2037/2039/2041/2061

Dear Sir/Madam,

Sub.: Proceedings of 31st Annual General Meeting and voting results.

In continuation to our letter dated June 30, 20 17, 3151 Annual General Meeting ('AGM') of the Company was held today i.e. on August 11, 2017 and the businesse s mentioned in the Notice dated June 30, 2017 were transacted.

In this regard, Please find enclosed the following-

1. Summary of proceedings as required under Regulation 30, Part-A of Schedule -III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Voting results as required under Regulation 44 of the SEBI (Listing Obligation s and Disclosure Requirements) Regulation, 2015.

3. Report of Scrutinizer dated August 11, 2017, Pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4) (xii) of the Companies (Management and Administration) Rules, 2014.

This is for your information and records. Thanking you,

Yours faithfully,

FOR PRAJ INDUSTRIES LIMITED

.

DATTATRAYA NIMBOLKAR

CHIEF INTERNAL AUDITOR

& COMPANY SECRETARY

Encls: As above.

Praj Industries Limited

Regd. Office :'Praj Tower", S. No. 274 & 275/2, Bhumkar Chowk-Hinjewadi Road. Hinjewndi. Pune :411057.Ph :[phone] I 22941000 f : [phone] e:[e-mail] w : www.praj.net CIN .L27101PN1985PLC038031

Summuy of prnmdings of the 31" Ann ual Genml Meeting: pra)

The 3 1 '1 Annual General Meeting (AGM) of the Members of Praj Industries Limited ( 'the Company') was held on Friday, August 1 1, 2017 at I 0.00 A.M ([ST) at the Registered Office of the Company at "Praj Tower", S. No. 274 & 275/2, Bhumkar Chowk- Hinjewad i Road, Hinjewad i , Pune - 4 1 1 057.

Mr. Pramod Chaudhari chaired the meeting. The requisite quorum being present, the Chairman called the meeting to order.He then introduced his colleagues on the d ias. The Chairman also introduced Mr. Sandeep Rao, Partner - P. G. Bhagwat, Statutory Auditors and Mr. Vikas Khare, Partner- KANJ & Associates, Secretarial Auditors to the meeting. The Chairman then delivered his speech. The Chairman informed that the Company had prov ided the Members the facil ity to cast their vote electronically, on all resolutions set forth in the Notice. Members who were present at the AGM and had not cast their votes electron ically were provided an opportunity to cast their votes at the meeting.

The following items of busi ness, as per the Notice of AGM dated J une 30, 20 17, were transacted at the meeting; 1 . Receive, consider and adopt;

1. the audited Financial Statements of the Company for the Financial Year end ed 3 l st March, 20 17 together with the reports of Board of Directors and the Aud itors thereon .

2. the audited Consolidated Financial Statements of the Company for the Financial Year ended 3 1 st March, 20 17 together with the report of the Auditors thereon.

1. Declaration of Dividend on Equity Shares.

2. Re-appointment of Mr. Da ljit Mirchandan i (DIN: 00022951) as Director.

3. . Ratification of Appointment of Mis,. P G Bhagwat, Statutory Aud itors from the conclusion of this Annual General Meeting till the conclusion of 32nd Annual General Meeting.

4. Ratification of remuneration of Dhananjay V. Joshi & Associates, Cost Accountants, Pune as Cost Aud itors for the Financia l Year ending 3 1st March , 20 18.

5. Appointment of Mr. Sachin Raole (DIN: 0043 1438), Additiona l Director as Director.

6. Appointment of Mr. Sach in Raole (DIN : 00431438) as Whole Time Director and payment of remuneration.

7. Extension of term of appointment of Mr Pramod Chaudhari (DIN : 001964 15) as Executive Chairman on same terms & conditions includ ing rem uneration.

The Chairm an repl ied to the queries raised by the members.

The Board of Directors had appointed Mr. Sun i i G. Nana!, Practising Company Secretary as the Scrutin izer to supervise the e - voting and bal lot voting process. The Chai rman authorized Mr. Dattatraya Nimbolkar, Ch ief Internal Auditor & Company Secretary to declare the resu lts of voting.

The scrutinizer's report was received and accordingly all the resolutions as set out in the n otice were declared as passed. Mr. Dattatraya Nimbolkar, Chief Internal Auditor & Company Secretary declared the result of voting

"

by 5.30 P.M . on 1 11

August, 2017.

DATTATRAYA NIM BOLKAR CH IEF INTERNAL AUDITOR

& COM PANY SECRETARY

PRAJ INDUSTRIES LIMITED

Outcome of Voting at 3151Annual General Meeting held on 11th August 2017

(As per C lause 44(3) of Listing Obligations and Disclosure Requi rements, 2015)

Date of Annua l General Meeting	1 1111 August 2017
Total N umber of Shareholders as on record date	97087
No. of Shareholders present in the meeting either in person or through proxy	Promoters & Promoter Groun	Public
In Person	In Person	Through Proxy
1	37	1
No. of Shareholders attended the meeting through Video Conferencing	Promoters & Promoter Groun	Public
	Not Applicable	Not Applicable

Outcome of voting - Agenda Wise (Reso lution Wise) Given Be low The mode of voting for all the resolutions was:

1) e-voting conducted between8 111August 2017 and 10111 August 20 17and

1. Poll conducted at the Meeting

2. Resolution No.1 (Ordinary Resolution)

   To receive, consider and adopt;

3. the audited Financial Statements of the Company for the financial year ended 31st March 2017 together with the reports of Board of Directors and

   the Auditors thereon.

4. the audited Consolidated Financial Statements of the Company for the financial yearended 31st March 2017 together with the report of the Auditors thereon

   Category	Mode of Voting	No. of Share s held		No of Votes polled	% of Votes Polled on outstanding shares	No. of Votes - I n Favour	No. of Votes - Against	% of Votes in favour on votes polled	% of Votes against on votes polled
   		1 1 1		1 2 J	1 3 )=1(2)/(l)l• IOO	1 4 1	Is I	1 6 1=1(4)/(2)1• 100	I7 1=1(5)/(2))•loo
   Promoter and Promoter Group	&Voting	60300000		60300000	100.000%	60300000	0	100.000%	0.000%
   	Poll	0	0	0	0
   Postal Ballot	0		0	0	0
   Total	60300000		60300000	100.000'Y.,	60300000	0	100.000%	0.000%
   Public - Institutions	&Voting	35981908		35981908	100.000%	35981908	0	100.000%	0.000%
   	Poll	0		0	0	0
   	Postal Ba llot	0		0	0	0
   	Total	35981908		3598 1908	100.ooo•v.,	35981908	0	100.000 %	0.000 %
   Public - Non Institutions	&Voting	17281		17281	100.000%	17281	0	100.000%	0.000%
   	Poll	1731020		1731020	100.000%	1731020	0	100.000%	0.000%
   	Postal Ballot	0		0	0	0
   	Total	174830 1		174830 1	100.000%	1748301	0	100.000'Y.,	0.000%
   Grnnd Total	98030209		98030209	100.000%	98030209	0	100.000%	0.000%

5. Resolution No.2 (Ordinary Resolution)

6. Declaration of Dividend on Equity Shares

   Category	Mode of Voting	No. of Shares held	No of Votes polled	% of Votes Polled on outsta nding share s	No. of Votes - I n Favour	No. of Votes - Against	% of Votes in favo ur on votes polled	% of Votes against on votes polled
   		1 1 1	I2 I	I 3 1=112l/(1W l 00		1 4 I	IS I	I6 1=114)/(2 W I 00	1 7 i=i(S)/(2)1' 100
   Promoter and Promoter Group	E-Vot in "	60300000	60300000	100.000%	60300000	0	100.000%	0.000%
   	Poll	0	0	0	0
   	Postal Ballot l(if aoolicable)	0	0	0	0
   	Total	60300000	60300000	100.000%	60300000	0	100.000%	O.OOO'Yu
   Public - lnslitulions	E-Votino	35981908	35981908	100.000%		35981908	0	100.000%	0.000%
   	Poll	0	0	0	0
   	Postal Ballot (if apolicable	0	0	0	0
   	Total	35981908	35981908	100.000%		35981908	0	100.000%	0.0001Yi,
   Public - Non Institutions	E-Vot ine	17281	17281	100.000°/o		17281	0	100.000%	0.000%
   	Poll	1731020	1731020	100.000%		1731020	0	100.000%	0.000%
   	Postal Ballot l rif aoolicable	0	0	0	0
   	Total	1748301	1748301	100.000%		174830 1	0	100.000 %	0.000%
   Grand Total	98030209	98030209	I 00.000°/.,		98030209	0	100.000%	0.000%