AS Nirnj TrivediB.Com,FCS,AClS (U K ) DLP'LL B (SP) PGDCL

PRACTICING COMPANY SECRETARY

REPORT OF SCRUTINIZER

To,

Mr. Dhirendra SinghChairman & Managing DirectorMANPASAND BEVERAGES LIMITEDCIN: Li 5549GJ201 0PLC0632831768 & 177411 , Manjusar Village,Savli Road,Tal. Savli,Vadodara - 391775

Report on Result of Postal Ballot / E-Voting

Dear Sir,

ln terms of the provision of Section 108 and 110 of the Companies Act, 2013, read with theRules 20 and 22 of the Companies (Management and Administration) Rules, 2014, I have been

appointed as Scrutinizer by M/s. MANPASAND BEVERAGES LIMITEO ('the Company') in theBoard Meeting held on 25th October, 2017 to conduct the Postal Ballot / E-voting Process in afair and transparent manner in respect of the following resolution:

I submit my report as under

1. The Company completed dispatch of postal ballot notice(s), forms/or electronic ballot andpostage prepaid business reply envelope(s) on 30s October, 2017 to its Members whosename(s) appeared in the Register of Members as on Friday, October 20, 2017

ResolutionNumber

Type of Resolution Resolution

Special Resolution lncrease in limit of total shareholding of all RegisteredForeign lnstitutional lnvestors (Flls) put together from 24%up to 49% of the paid-up Equity Share capital of theCompany.

218-220, Saffron Complex, Fatehgunj, Vadodara-390 002. (Gujarat) lndiaPh. (o) +91-26s-2784388,2750290 (M) +91-98250 28079

Website : www.niraltrivedi-cs com E-mail : csneerajtrivedi@gmail.com

't.

B.com, Fcs, ActS (u,K,), DLP, LLB (spl.), PGDCL

Practicing Company Secretary

2. The Company has published an advertisement regarding dispatch of postal ballot formsin

Business Standard (English) Ahmedabad Edition and Loksatta (Gujarati), Vadodara Edition

on 31'' October, 2017.

4. I monitored the process of electronic voting through the scrutinizer's secured link provided

by Karvy on the designated website.

5. As per the confirmation received from Karvy Private Limited, Hyderabad, the R&TA of the

Company, no Physrcal ballot papers were received during the said period and hence

scrutiny and reconciliation of the same with the records maintained by the Registrar & Share

Transfer Agent (R&TA) and the authorization / power of attorney etc. is not applicable.

6. The votes were unblocked on Tuesday, November 28, 20'17 at 05:05 p.m. in the presence oftwo witnesses namely Mr. Karan Gandhi, S/o Mr. Bankim Gandhi and Mr. Nikunj Shah,

S/o Mr. Deepakbhai Shah, who are not in the employment of the Company. They havesigned below in confirmation of the votes being unblocked in their presence.

4an a(cs RAN GANDHI) (NIKUNJ SHAH)

7. The particulars of all ballot forms received from the Members through electronic votingreport generated from Karvy (the Authorized Agency for e-voting) have been entered in aseparate Register maintained for the purpose.

8. The electronic ballots were maintained by the Karvy in electronic registry.

9. E-votes casted up to 05:00 P.M. on Tuesday, November 28, 2017, the last date and timefixed by the Company for receipt of the postal ballot forms were considered

10. The Total Paid up Equity Share Capital of the Company as on 20th October, 2017 wasRs. 'l '14,46,23,960/- (Rupees One Hundred Forteen Crores Forty Six Lacs Twenty ThreeThousand Nine Hundred Sixty Only) divided into 11,44,62,396 (Eleven Crores Forty FourLacs Sixty TOnly) each.

wo Thousand Three Hundred Ninety Six) Equity shares of Rs. 10r (Rupees

218 - 219 - zzo, Saffron Complex, Fatehguni, Vadodara - 39o ooz, (Gujarat), lndia.Ph.: (O) 091 - 265 - 2784388 (Ivlob.) o9825o 28o79 yrww.niraitrivedi-es.<om

E-Mail : esoeeraitrivedi@gmail,com

CS NIRAJ TRIVEDI

3. The shareholders of the Company had option to vote either through the postal ballot or

through e-voting facility. Shareholders opting for e-voting facility, casted their votes on the

designated website https:l/evotinq.karvv.comvia Karvy E-voting platform.

CS NIRAJ TRIYEDIB.Com, FCS, AC1S (U.K.), DLP, LLB (Spl.), PGDCL

P r acti cing Company Secr etary

Resolution No. 1: lncrease in limit of total shareholding of all Registered Foreignlnstitutional lnvestors (Flls) put together lrom 24o/o up to 49% of the paid-up EquityShare capital of the Company. (Special Resolution)

The detailed break up of voting through electronic mode in respect of this Resolution isattached to this report and marked as 'Annexure A'.

12. I have, on reckoning the voting rights of the shareholders, on the basis of the paid up valueof the shares registered in their names, found as under:

Accordingly, above-mentioned resolution has been passed by requisite majority.

2r8 - 2r9 - 22o, Saffron Complex, Fatehguni, Vadodara - l9o oo2, (cuiarat), lndia.Ph,: (O) o9r - 265 - 2784188 (Mob,) o9825o 28o79 www.niraitrivedi-cs,com

E-Mail: csneeraitrivedi@gmail,com

Particulars No. ofShare

Holders

No. ofEquity Shares

Paid-up valueof the Equity

Shares(ln Rs.)

o/o of TotalPaid-upEquityCapital

(Approx.)

108 9,22,15,004 92,21,50,O40 80.56

b) Less:lnvalid/abstainedvotes

1 2 20 0.00

c) Net valid votes 107 9,22,15,002 92,21,50,020 80.56

d) Votes with assent 102 9,22,14,811 92 2 1,48,1',to 80.56

e) Votes with dissent 1 o 1 1910 0.00

ResolutionNumber

Total Valid Votes(A)

Votes with Assent(B)

Percentage(Approx.)(B/A*100)

1 9,22,15,002 9,22,14,811

1 1. A Summary of the postal ballot (e-voting) is given hereinafter below.

I

No,i

a) Total votes received

100

A:

8.com, Fct Acls (U,K.), DLP, LLB (spl.), PGDCL

P r acti cing Comp any S ecretary

13. NoShares are lying in the Unclaimed Suspense A,/c. / demat suspense a/c of which votingrights are frozen till the rightful owners claim these shares-

14. As no physical Ballot Paper received, no comments on its verification, voting pattern, vote infavour / against etc. provided in this report.

15. You may accordingly declare the result of the voting by Postal Ballot.

Place: Vadodara

Date: 29th November, 2017

Signature

Name of Scrutinizer T

C. P. No 3123

ph.: (O) o91 - 265 - 27B43BB (A4ob.) o9825o 28079 tL{ Ar.Diraitlivedi:<sdomE-Mail: csneeraitrivedi@gmail.com

CS NIRAJ TRIVEDI

CS NIRAJ TRIVEDIB.Cam, FCS, ACts (U.K.), DLP, LLB (spl), PGDCL

P r acti ci ng Company Secr etary

A detailed summary of the postal ballot in respect of Resolution-l (lncrease in limit of totalshareholding of all Registered Foreign lnstitutional lnvestors (Flls) put together lrom 24o/o

up to 49% of the paid-up Equity Share capital of the Company) is given herein below:

A1. VOTING THROUGH ELECTRONIG MODE:

218 - 2i9 - 22o, Saffron Complex, Fatehguni, Vadodara - 39o oou, (Guiarat), lndia.Ph,: (O) o91 - 265 - 2784j,88 (Ivlob.) o9825o 28079 urulu{,niraitrivedles,com

E-Mail: csneeraitrivedi@gmail.com

No. of ShareHolders

No. of EquityShares

Paid-up valueof the

Equity Shares

% of TotalPaid-up

Equity Capital(ln Rs.) (Approx.)

a) Net Valid Votes 108 9,22,15,004 92,21,50,040 80.56b) Less: lnvalid Iabstained Votes.

1 2 20 0.00

c) Net Valid Votescasted

107 9,22,15,002 92,21,50,020 80.56

d) Votes with Assent 92,21,48,110 80.56e) Votes with dissent q

1 o I 1910 0.00

Paid-up valueof the

Equity Shares

% of TotalPaid-up

Equity Capital

Particulars No. of ShareHolders

No. of EquityShares

(ln Rs.) (Approx.)

Votesa) Totalreceived

Nit Nit Nit Nir

b) Less: lnvalid Iabstained Votes*

Nil Nil Nit Nil

c) Net Valid Votescasted

Nit Nit Nit NiI

d) Votes with Assentfor the Resolution

Nit Nit Nit

e) Votes with dissentfor the Resolution

Nit Nit Nit Nit

Annexure - A

Particulars

A2. VOTING THROUGH PHYSICAL POSTAL BALLOT FORM:

102 9,22,14,811

Nil