u KPG &Associates

Company Secretaries

MGT 13

REPORT OF SCRUTINIZER - COMBINED

[Pursuant to section 108 of t~e Companies Act, 2013 and rule 20(3)(xi) & 21(2) of

the Companies(Management and Admin.istration) Rules, 2014 as amended

to date]

To,

The Chairman of the Annual General Meeting ("AGM") of the shareholders of

FOCUS INDUSTRIAL RESOURCES LIMITED (the "Company") held on Friday,

30September, 2016 at Shalimar Bagh Club, Plot no. 9, B- Block, Community

Centre, Club Road, Shalimar Bagh, Delhi- 110 088 . AT12:30 P.M.

Dear Sir,

1. I, Prashanth Kumar .Gupta, Company Secretary in Practice, have been

appointed by the Board of Directors of Focus Industrial Resources Ltd as a

Scrutinizers for the purpose of scrutinizing the e-voting process and for the

purpose of the poll taken on the bellow mentioned resolutions to ascertain the

requisite majority on e-voting and poll carried out as per the provisions of

Section 108& 109 of the Companies Act, 2013 read with Rule 20 and 21 of

the Companies (Management and Administration) Rules, 2014 on the

resolution contained in the notice of the AGM of the shareholders of the

Company held on Friday, 30th September, 2016.

2. The management of the Company is responsible to ensure the compliances

with the requirements under the Companies Act, 2013 and rules relating to

voting through electronic means on the resolutions contained in the notice of

the AGM of the shareholders of the Company. My responsibility as a j

scrutinizer for the e-voting process and poll is restricted to the making of the

Scrutinizer's report of the votes cast in "favour", "invalid votes" or "against"

the e-voting system provided by National Securities Depository Limited

("NSDL"), the authorized agency to provide e-voting facilities, engaged by

the Company and the votes cast in "favour", "invalid votes" or "against" the

resolutions contained in the notice by the shareholders as present by poll.

3. Further to the above, I submit my report as under:

(i) The e-voting period remained opened from 26th September, 2016 (10: 00

am) to 29th September, 2016 (5:00 pm).

(ii) The members of the Company as on the record date / cut-off date i.e.

23rd September, 2016, were entitled to cast their vote electronically on

the resolutions as mentioned in the notice of the AGM of the shareholders ..

of the Company;

(iii) After the Conclusion of the Annua l General Meeting

30tha. The votes cast through Remote E-Voting were unblocked on

September, 2016 at around 05.15 P.M in presence of Two witnesses

namely, Ms. Gayatri and Ms. Varsha Mittal , who are not in the

employment of the Company.

They have signed below in confirmation of the Event being unblocked

in their presence:

~ Ms. Gayatri Ms. Varsha Mittal

b. And the Ballot boxes were opened and polling papers were removed

and examined.

(iv) Thereafter the details containing inter alia, list of the shareholders, who

voted "for", "against" the resolution were extracted from the Poll Papers

and Report generated from the e-vot,ing website of NSDL i.e.

https://www.evoting.nsdl.com/and based on such reports the result of

the e-voting is as under: i

https://www.evoting.nsdl.com/and

Item No.1

To_receive, consider and adopt the financial statements for the financial

Y~CI~nded 31st March, 2016 including the audited Balance Sh~ as at

31st March,2016 and ~he Statement of Profit and Loss fo~the year ended

on that date together with the Reports of the Board of Directors and

Auditors thereon.

1. Voted in favour of the Resolution

Mode of Voting Number of

members voted

Number of votes

cast by them

% of

number of

votes cast

total

valid

E-voting 29 34,72,800 99.97 0/0

Poll (in person or

proxy)

23 9,71,113 1000/0

Total 52 44,43,913 1000/0

2. Voted against the Resolution

Mode of Voting Number

members

through

electronic

system

of

voted

voting

Number

votes cast

them

of

by

% of

number of

votes cast

total

valid

E-voting 1 1002 0.029 0/0

Poll (in person or proxy)

Total 1 1002 Negligible

3. Inva'iid votes

Mode of Voting Total number of members Total number of

whose votes were declared votes cast by

invalid them

E-voting

Poll (in person or proxy) 1 2

i

Item No.2

To appoint a Director in place of Ms. Mamta Jindal (DIN:00085096),

Director of the Company. who rebres by rotation at this Annual General

Meeting, and being eligible. offers herself for re-appointment.

1. Voted in favour of the Resolution

Mode of Voting Number of Number of votes 0/0 of total

members voted cast by them number of valid

votes cast

E-voting

Poll (in person or

30

23

34,73,802

9,71,113 I

1000/0

1000/0

proxy)

Total 53 44,44,915 1000/0

2. Voted against the Resolution

Mode of Voting Number of

voted

electronic

system

members

through

voting

Number

votes cast

them

of

by

0/0 of total

number of valid

votes cast

E-voting - - -Poll (in person or

proxy)

- - -

3. Invalid votes

Mode of Voting Total number of members

whose votes were declared

inva'lid

Total number of votes

cast by them

E-voting - -Poll (in person or

proxy)

1 2

Item No.3

-~/

1

To appoint MIs. S.K. Singla and Associates, Chartered Accountants (Firm

Registration Number 005903N), be and are hereby appointed as the

Statutory Auditors of the Company in place of MIs. M.M. Goyal and Co.,

Chartered Accountants (-Firm Registration Number 007198N) as a

Statutory Auditors of the Company and fix their remuneration.

1. Voted in favour of the Resolution

Mode of Voting Number of

members voted

Number of votes

cast by them

0/0 of

number of

votes cast

total

valid

E-voting 29 28,63,102 1000/0

Poll (in person or

proxy)

23 9,71,113 1000/0

Total 52 38,34,215 1000/0

2. Voted against the Resolution

Mode of Voting Number of

voted

electronic

system

members

through

voting

Number of

votes cast

by them

0/0 of

number of

votes cast

total

valid

E-voting - - -Poll (in person or

proxy)

- - -

3. Invalid votes

Mode of Voting Total number of members Total number of votes

whose votes were declared cast by them

invalid I

E-voting - -I

Poll (in person or

proxy)

1 2

i

•

Item No.4

To Re-appoint Mr. Pradeep Kumar Jindal (DIN: 00049715), as Chairman

and Managing Director of the Company for a l2eriod of five years

commencing from 29.12.2016 as a Managing Director of the Company.

1. Voted in favour of the Resolution

Mode of Voting Number of

members voted

Number of votes

cast by them

0/0 of

number of

votes cast

total

valid

E-voting 30 34,73,802 1000/0

Poll (in person or

proxy)

23 9,71,113 1000/0

Total 53 44,44,915 1000/0

2. Voted against the Resolution

Mode of Voting Number of

voted

electronic

sy?tem

members

through

voting

Number of

votes cast

by them

0/0 of

number of

votes cast

total

valid

E-voting - - -Poll (in person or

proxy)

- - -

3. Invalid votes

Mode of Voting Total number of members Total number of votes

whose votes were declared cast by them

invalid

E-voting - -Poll (in person or

proxy)

1 2

Item No.5

To appoint Mr. Satendrapratap laeswal (DIN: 06864542) as an j

Independent Director of the Company.

1. Voted in favour of the Resolution

Mode of Voting Number

members voted

of Number of votes

cast by them

% of

number of

votes cast

total

valid

E-voting 30 34,73,802 1000/0

Poll (in person or

proxy)

23 9,71,113 1000/0

Total 53 44,44,915 1000/0

2. Voted against the Resolution

Mode of Votling Number of

voted

electronic

system

members

through

voting

Number of

votes cast

by them

% of

number of

votes cast

total

valid

E-voting - - -Poll (in person

proxy)

or - - -

3. Invalid votes

Mode of Voting Total

whose

invalid

number

votes

of

were

members

declared

Total number of votes

cast by them

E-voting - -Po ll (in

proxy)

person or 1 2

Thanking You,

For~G&ASSO

l~~ Pra anth Ku -.Io.'-.....,;\.,..

ACS-37201

COP- 13958

Date: 30/09/2016 ; Place: New Delh i