u.P. Asbestos ltd. Mahmoodabad Estate Building, Hazratganj, Lucknow-226001 (India)

Fax No. (0522) 2616986 Cable : UPAL Phone : (0522) 2622905-6,2612841,2200538, 2200504 To, 30'h September, 2014 The iVlanager -Listing Delhi Stod Exchange Limited, DSE House, 3il, Asaf Ali Road, New Del h i- II 0002 +91-11-4647 0000

The Secretar:r, U. P. Stock Exchange Limited, 'Padam Towers', 141113, Civil Lines, Kanpur-20800 I ? I-0512-:!338 I 15 / 2JJH07 ..

Mr. U. S. Singh, Kan'Y Compute~hare Private Limited, 'KARVY HOUSE', '"" 46, Avenue 4, Street No. I, Banjara Hills. Hydera bad-500034. Tel No:( +91-40) 23312454,23320751

Dedi' Sir,

Sub; Re~ults of E-VOling lHld Poll conducted at -40 'h Annual General Meeting Ref.: Our Letler dated 50 lh September, 2014- proceedings (Outcome) of A.C:M

.1,

Kindly note thut tht: 40'h Annual GenerJI Me~ting (AGM) of the Compiln) wa~ held on 30 September.

2014 at 10:00 A.M. 31 th~ Regi~tered Office of the Company at Mohanlalganj-n630 I, DiSH. Luckno\\'.

In accordance with the Clause 35A of the li ~ ling agreemenl and the provisions of the Comp<llli<"s Act. ~O t.3 and Rules franlt::d there um.kr, pkasl: lind t'll\; lo;,~J Lh~ Lombined n:pon (n;~ lllh) of lIlt.: electronic \·oting

held from 24tlo September, 2014 10 .261~ St.:ptember. 2014 and tht: poll conductt.:d :ltthe AG"v1. In Ihe formal as prescrib-::d under clause 35A of the Listing Agreement along with the SniltiniLel's report . All

rc~olutiol1~ as per 40'h Allnual general meeting notice have been duly passed \~ith requisite majority .

As per report \If Ollr Scrutini7er Shri Amit Gupta. Proprit'lOr or M:~ Amit Gurta & As~oci a [:: s . Compan)

<;ccrCll1ri;:-.;. thaI no ptTSOn pa11icipated through E voting. The satd combined report is al~o availabk lH1 w\:'b ~ i!e of the company.

I),! t reque~t you !O kindly lake the S(]Ille 011 record .

Thanking you ,

Yours fallhfull y. for U. P. ASBESTOS LJI\1ITED

~~' GIN: l26942UP1973PLC003743~ Web. WWW. u p:;~r ' "'om (DHAR.-\M MOHAN) (AJA Y TR1VliQr\8 i!' ,' - :1 ' \. -­

" C' '':; : :1CHAIRMAN COMP..o\NY SECRE'r~<\RY ~ 9415007422 .

IIPilI: Regd . Office & Works: Mohanlalganj, Luckow - 226 301 , Phone ' (+91) 9335589517.93058401 22

Details of the Voting Results of e-voling and Poll conducted at 40th .~nnual G~neral Meeting (AGM) of U.P. Asbestos Ltd. held on 30th September, 2014 at 10:00 A.M. at the Registered Office of the Company at Mohanlalganj-226301, Distt. Lucknow.

Date of the AGM 30th September2014

Book Closure Date 23.09.2014 to 30.09.2014

E-voting Duration 24.09.2014 to 26.09.2014

Cut-oft Date 29 .08.2014

Total No. of shareholders on record/Cut-off date 1237

No. of shareholders who pa'rticipated in E-voting Nil

No. of Shareholders present in the meeting either in person or through proxy:

Promoters and Promoter Group (Only 1 Member throuh Proxy)

Public (Only 1 Member throuh Proxy)

Total:

14 11

25

No. of Shareholders attended at the meeting through Video Conferencing:

Promoters and Promoter Group :

Public: "'­Total;

-

Not Arranged

(Agenda -wise)

Item No.1: To adopt the audited Profit & Loss Account for the year ended on 31st March, 2014 and the Balance Sheet as at

31st March, 2014 together with Reports of Directors and Auditors thereon.

Resolution Required; Ordinary

Mode of Voting; Poll at AGM and E-voting

Promoter

/Public

No. of

Shares held

(11

No. of votes

polled (2)

% of votes polled

on outstanding

shares

(3}=[(2)/(111*100

No. of

votes In

favour (4)

No. of votes

against (5)

% of votes in

favour On votes

polled (6)

=[(4)/(Z)J"'100

% of votes

against on

votes polled (7)

=[(5)/(2)]*100

Promoter and

Promoter

Group

6472024 6472024 100 6472024 0 100 0

Public- Public

Institut iona I

holders

0 0 0 0 0 0 0

Pu bl Ic-Othe rs 2635169 665898 25 .27 665898 0 100 0

Total 9107193 7137922 78.38 7137922 0 100 0

Result ;Resolution passed with requisite majority,

Item No.2: To appoint a director in place of Shr'1 Avadh B. Lal (DIN 03533533) who retires by rotation and being

eligible offers himself for re-appointment.

Resolution Required: Ordinary

Mode of Voting: Poll at AGM and E-voting

Promoter

/Public

No. of

Shares held

(1)

No. of votes

polled (2)

% of votes polled

on outstanding

shares

(3)=[(2)/11WIOO

No. of

votes in

favour (4)

No. of votes

against (5)

% of votes in

favour on votes

polled (6)

=[(4)/(2W100

% of votes

against on

votes polled (7)

=((5)/(2)J*100

Promoter and

Promoter

Group

6472024 6472024 100 6472024 0 100 0

Public- Public

Institutional

holders

a 0 \..

0 0 0 0 0

Public-Others 2635169 665898 25 .27 665898 0 100 0

Total 9107193 7137922 78.38 7137922 0 l()O 0

Result: Resolution passed with requisite majority.

Item No.3 -To appoint a director in place of Shri Pr iyank Tayal (DIN 00556534) who retIres by rotation and being eligible

offers himself for re-appointment.

Resolution Required: Ordinary

Mode of Voting: Pol! at AGM and E-voting

Promoter

/Public

No. of

Shares neld

(1)

No. of votes

polled (2)

% of votes polled

on outstanding

shares

(3)=[(2)/(1)]-100

No. of

votes in

favour (4)

No_ of votes

against (5)

% of votes In

favour on votes

p·olled (6)

=[(4)/(2)1*100

% of votes

against on

votes polled (7)

=[(5)/(2)1* 100

I

Promoter and

Promoter

Group

6472024 6472024 100 6472024 0 100 0

Public- Public

Institut iona I

holders

0 0 0 0 0 0 0

Public-Otners 2635169 665898 25.27 665898 0 100 0

Total 9107193 7137922 78.38 7137922 0 100 0

Result ;Resolution passed with requisite majority.

Item No.4-To appoint the auditors and to fix their remuneration for the finil ncial year 2014-15 . Mis Jain Kapoor & (0.,

Chartered Accountants {ICAI Firm Registration No 000705C L l ucknow are retiring at the ensuing Annual General Meeting

and are eligible for re -appointment.

Resolution Required; Ordinary

Mode of Voting: Poll at AGM and E-voting

,h;(_ \.. ~~\l: ~~

Promoter

/Public

No. of

Shares held

(1)

No. of votes

polled (2)

% of votes polled

on outstanding

shares

(3)=[(2)/(lW100

No. of

votes in

favour (4)

No. of votes

against (5)

% of votes in

favour on votes

polled (6)

=[(4)/(2)]*100

% of votes

against on

votes polled (7)

=[(5)/(2.)]*100

Promoter and

Promoter

Group

6472024 6472024 100 6472024 0 100 0

Public- Public

Institutional

holders

0 0 0 0 0 0 0

Public-others 2635169 665898 25.27 665898 0 100 0

Total 9107193 7137922 78.38 7137922 0 100 0

Result: Resolution passed with requisite majority.

Item No.s- To Consider and Approve the Re-appointment of Shri Priyank Tayal (DIN 00556534) as Whole Time Director .

Resolution Required: Special "­

Mode of Voting: Poll at AGM and E-voting

Promoter

/Publ ic

No. of

Shares held

(1)

No. of votes

polled (2)

% of votes polled

on outstanding

shares

(3)=[ (2)/( 1)] "100

No. of

votes in

favour (4)

No. of votes

against (5)

% of votes in

favour on votes

polled (6)

=[(4)/(2)]*100

% of votes

against on

votes polled (7)

=[(S)/{ZWI00

I Promoter and

Promoter

Group

6472024 6472024 100 6472024 0 100 0

Public- Public

Institutional

holders

0 0 0 0 0 a 0

Public-Others 2635169 665898 25.27 665898 0 100 0

Total 9107193 7137922 78.38 7137922 0 100 0 L..--.

Result :Resolulion passed with requ isite majority.

r-

Item No.6- To Consider and Approve the borrow money under Section lBO(l )( c) & all other applicable provisions of the

Companies Act, 2013 and the rules made thereunder.

Resolution Required: Special

Mode of Voting: Poll at AGM and E-vot ing

Promoter

/Public

No. of

Shares held

(l)

No. of votes

polled (2)

% of votes polled

on outstanding

shares

(3)=[(2)/(1) J*100

No. of

votes in

favour (4)

No, of votes

against (5)

% of votes in

favour on votes

polled (6)

=[(4 )/(2)]*100

% of votes

against on

votes polled (7) =[(5)/(2)1 *100

Promoter and

Promoter

Group

6472024 6472024 100 6472024 0 100 0

Public- Public

Institutional

holders

0 0 a 0 0 0 0

Public-Others 2635169 6f!5898 25.27 665898 0 100 0

Total 9107193 7137922 78.38 7137922 0 100 0

Result :Resolurion passed with requisite majority.

For U.P. Asbestos Ltd .

~~ rYlJ.J~~ 1iJJ~~JL (DIIARAM MOHAN) (Ajay Trivedi)

CHAIRMAN Company Secretary

9415007422

us AM IT GUPTA & ASSOCIATES

Pr acticing Company Secr~tar i es

8-12 , Basement, Murli Bhawan, 10-A, Ashok Marg, Lucknow - 226 001 Phone : 0522 - 4024033, Mobile: 9415005108

E-mail:amitguptacs@gmail .com

REPORT OF SCRUTINIZER

[Pursuant to rule section 108 01 the Companies Act, 2013 and rule 20(xi) of the Companies (Management and Administration) Rules, 2014]

To,

The Chairman 40th Annua! General Meeting of Equity Shareholders of "­

M/s U.P. Asbestos Ltd.

Held on 30th day of September, 2014 at 10:00 A :M at

Mohanlalganj - 226301, Distt. Lucknow.

Dear Sir,

I, Amit Gupta, Proprietor of M/s Amit Gupta & Associates, Com pany Secretaries, having its office at 8-12, basement, Murli Bhawan, 10-A, Ashok Marg, Lucknow - 226 DOl, Uttar Pradesh, appointed as Scrutinizer for the purpose of the scrutinizing the e-voting process in a fair and transparent manner and ascertaining the e-voting pattern carried out as per the provisions of the Companies Act, 2013 & rule 20 of the Companies (Management & Administration) Rules, 2014 on the below mentioned resolution(s), submit our report as under:

l. The e-voting period remained opened from 24th September 2014 at 09:00 A.M . to, 26 th

September, 2014 at 18:00 P.M .

2. The shareholders holding shares as on cut off date i.e. 291~ August , 2014 were entitled to vote on the proposed resolutions (item no. 1 to 6 of the 40th Annual General Meeting of the Company).

3. The votes were unblocked on 27th September, 2014 around 09 :55 A.M. in -presence of two

witnesses, Mr. Niraj Kumar Verma, 5/0 Shri Krishna Gopal Verma Rio 548/CHA/105, Dawda Khera Manak Nagar Alambagh, lucknow - 226011 & Mr. Ankur Bajpai S/o Shri Sushi! Kumar Bajpai R/o D-128, Avas Vikas Colony, Rajajipuram, Lucknow - 22 6 017, who are not in employment of the Company.

4. Thereafter I, Amit Gupta, Proprietor of M/s Amit Gupta & Associates, Company Secretaries, have found that No person participated through Evoting . ·~·

,~ ---­(-.r- .~ '. \l /i~\ ) r ~ \. )J:;...... .

:-d' 1) '"_~...I~/ Page 1 of 2 '- Y - ~" , -!~.:~~.

AMIT GUPTA & ASSOCLAlES Practising Company Secretaries us 5. The Register, all other papers and relevant records relating to electroni c voting will remain

in our safe custody until the Chairman considers, approves, signs the minutes of the aforesaid Annual general meeting and thereafter the same would be handed over to Company Secretary for safe keeping .

....

Company Secretaries

FCS - 5478, c.P. - 4682

Place: Lucknow

Date : 30th September, 2014

8-12 Basement, Murfi Shawan, 10- A, Ashok Marg, lucknow - 226 001 Phone: 0522 - 4024033, 9415005108

Page 2 of 2

os AMIT GUPTA & ASSOCIATES

Practicing Company Secretaries

8-12 , Basement, Murl i Bhawan , 10-A, Ashok Marg, Lucknow - 226 001 Phone : 0522 - 4024033, Mobile : 9415005108

E-mail:amjtguptacs@gmail.com

REPORT OF SCRUTINIZER

[Pursuant to rule section 109 01 the Companies Act, 2013 and rule 21(2) 01 the Companies (Management and Administration) Rules, 2014}

To,

The Chairman 40th Annual General Meeting of Equity Shareholders of

Mis U.P. Asbestos Ltd.

30thHeld on day of September, 2014 at 10:00 A.M. at

Mohanlalganj- 226301, Distt. Luckntiw.

Dear Sir,

I, Amit Gupta, Proprietor of Mis Amit Gupta & Associates, Company Secretaries, having its office at B­12, basement, MUll; Bhawan, la-A, Ashok Marg, Lucknow - 226 001, Uttar Pradesh, apPOinted as Scrutinizer for the purpose of the poll taken on the below mentioned resolut ion(s) at 40,h Annual

General Meeting of Equity Shareholders of Mis U.P. Asbestos Ltd. held on 30t h day of September, 2014 at 10:00 A.M. at Mohanlalganj- 226301, Distt. Lucknow, submit our repo rt as under.

1. After the time fixed for closing the poll 1 (one) ballot box kept for poll ing was locked in my presence with due identification marks placed by me.

2. The locked ballot boxes were subsequently opened in my presence and po ll papers were diligently

scrutinized. The po" papers were reconciled with the records m.aintained by the Company/Registrar and Transfer Agents of the Company and the authorizations/ proxies lodged With the Company.

3. I did not find any poll papers invalid.

4. The result of the poll is as under:

a) Resolution (Ordinary) 1 -To adopt the audited Profit & Ll)SS A(;count for th~ year

cnded on 31 Sf March, 2014 and the Balance Sheel as at 31 sl March, 2014 together wi th Reports of Dirc~lOrs and Auditors thereon.

i-Voted in favour of the resolution: i

% of tota l number ofNumber of members Number of votes casted valid votes casted onpresent and voting in in favour of t he

favour (in person or by the resolutionreso lution proxy)

78.38 I I

713792225 ! ._- _..._.l

ii-Voted against the resolution :

I Number of members I Number of votes casted

; \. 1.. 'J '- ..; .......">., '-- .... ......,.~

% ~t

~ u.. ;....-....;,.~..o('\ Page 1 of 4

~ )~\<: .. ,

.... , ~ >a.t .'~C' .y J: '

" .. S.c l

AMIT GUPTA & ASSOCIATES

Practising Company Secretaries os present and voting against the resolution vaiid votes casted on

against (in person or by the resolution proxy)

Nil Nil I Nil

iii-Invalid votes:I Total-n-u-m-b-e-r-o-f-m-e-m-b-e-r-s-(i-n-p-e- r-s-o-n---'--T-o-t-a-'-n-u-m-b-e- r- o-f v-o-t_e_s_c_a_s_te_d-b_y-I I or by proxy) whose votes were mem bers whose votes were declared

declared invalid invalid I Nil Nil I

b) Resolution (Ordinary) 2 - To appoint a director in place of Shri /\.vadh 13. La) (DIN 03533533) who retires by rotation and being eligible offers h imself for re-appointment .

i. Voted in favour Of the resolution:

Number of members present and voti ng in

favour (in person or by proxy)

Number of votes cas4 % of total number of in favour of the , valid votes casted on

reso lution the resolution

25 7137922 78.38 ---'-­ -- ---­- ----',.. ---. ----. ----.--~

ii. Voted against the resolution:

Number of members Num ber of votes casted ber of I ,},; of total n um~I present and voting against t he resolution i valid votes casted on

against (In person or by i the resolution

proxy) ~ Nil NIL Ni l J"H J

III. Invalid votes:

I Total number of members '(in person Tota l number of votes casted by r by proxy) whose votes were members whose votes were declared

declared invalid invalid - - --- - ---1

NIL Ni l ~ .. •.__.... _ --------'

c) Resolution (Ordinary) 3 -To appoint a director in place of Shri Priyank Tayal (DIN

00556534) who retires by rotation and being el igible offe rs himself for re-appointment.

i. Voted in favour of the resolution:

Number of members Num ber of votes casted % of total number of present and vot ing in in favour of the vali d votes casted on

----'utionfavour (in person or by rt:~!)1 , the resolution I

prox~ !

"--____2_5___ 7137922 L_. 78.38 ii. Voted against the resolution:

Number of members I Number of votes casted J_~. of ~ota l number 0

\ '.) \. ) . • .v~ "- ./ ~. !8-12 Basement, Murli Bhawan, 10- A, Ashok Marg, Lucknow - 226 001 ')y~-,J\' /

Phone : 0522 - 4024033, 941 50 05108 ._, S " c I 8 \&

Page 2 of 4 .

A

v\ '"

AMIT GUPTA & ASSOCIATES

Practising Company Secretaries os present and voting

against (in person or by proxy)

against the resolution va lid votes casted on the resolution

NIL Nil Nil1-.___ _ _____---' ­ _ _______ ___ -1­ _ _ __ _____ _

iii. Invalid votes:

Total number of members (in perso n or by proxy) whose votes were

declared invalid f--­

NIL

--'

Total number of votes casted by members whose votes we re decla red

inva lid

NIL

d} Resolution (Ordinary) 4 - To appoint the auditors and to fix their remuneration for the financial year 2014-15. Mis Jain Kapoor & Co., Chartered Accountants (ICAI Firm Registration No. 000705C), Lucknow are retiring at the ensuing Annual General Meeting and are eligible for re-appointment.

i.

ii.

Voted in favour of the resolution:

Number of members Number of votes casted 1% ;Ttotal number of present and voting in in favour of the val id votes casted on

favour (in person or by resolution I the reso lution proxy)

25 7137922 78.38

Voted against the resoJution:

fN~",nber of members Number of votes casted % of total number of present and voting against the reso lution valid votes casted on

against (in person or by the resolution proxy)

NIL NIL NIL

iii. Invalid vot es:

Total number of members (in person or by proxy) whose votes were

declared invali d

NIL

- - - --- ----- _ ., Total number of votes ca sted by I

members whose votes were declared i

inva lid

NIL

e) Resolution (Special) 5 - To Consider and Approve the Re-appointment of Shri Priyank Tayal (DIN 00556534) as Whole nme Director.

i. Voted in favour of the resolution:

ii. Voted against the resolution ; • j

Number of members Number of votes ca sted % of total number of ~ present and voting

j

I Number of members Number of votes casted present and voting in in f avour of t he

I favour (in person or by resolution proxy)

25 7137922

% of total number of valid votes casted on

the resolution

78.38 I._---_.

(

()' l

\ "1 \ against t he resolut ion val id votes casted on (~

against (in person or by i the resolution '.v~ \,. .~/ ~": "~"Y -- v>'/~-~B-12 Basement, Murl i' Bhawan, 10- A , Ashok Marg, Lucknow - 225 001

Phone : 0522 - 4024033 , 94150 05 108 Page 3 of 4

AMIT GUPTA & ASSOCIATes Practising Company Secretaries os

I - P~,7) NIL - - - NIl- - - --I

iii. Invalid votes:

Total number of members (in perso n or by proxy) whose votes were

declared invalid

Nil

Total number of votes casted by members whose votes were declared

invalid

Nil

f) Resolution (Special) 6 - To Consider and Approve the borrow money under Section 180(1)(c) & a" other applicable provisions of t he Companies Act, 2013 and the rules made

thereunder.

i. Voted in favour of the resolution:

% of total number of

valid votes casted on the resol Lltion

Number of members

present and voting ill

Number of vote s casted

in favour of th e resolutionI favou' (in pmon~' bV

proxy)

2S 1 7137972 78.38 _ . _ _..._ ---l

Ii. Voted against the resolution:

Total number of votes ca sted by members w hose votes were declared

inval id

Number of members Number of votes casted % of tot, I numb~ present and voting against the resolution val id votes casted on

against (in person or by the resolution

proxy)

Nil

iii. Invalid votes:

Total number of members (in person or by proxy) whose votes were

declared invalid

Nil Nil I

Nil _____~~_____L N IL

5. The poll papers and a" other relevant records were sealed and handed over to Shri Ajay Kumar

Trivedi, Company Secretary for safe keeping.

Company Secretaries

FCS - 5478, c.P. - 4682

Place: Lucknow

Date: 301~ September, 2014

8-12 Basement, Murli Shawan , 10- A, Ashok Marg, Lucknow - 226001 Phone : 0522 -:- 4024033, 9415005108

Page 4 of 4