&""1"" olft. %io"*B c o m L L B ( S P L ) F C S

3.

Notice of the ACM.

32, Arpan Society, Nr. l\4ayur Hlgh School, PaliyadPhone : 079-2791 2121 Mabile : 98258 45205

RePort of scrutinizer

lPursuant to Sect ion 108 of the Companies Ac! 2013 and Rule 20 (4)(xi i ) ofCompanies (Management andAdministrat ionl Rules, 20141

To,The Chairman of2SthAnnual General Meeting of the members ofAIA Engineering Limited,l l S , c V M l v i E s t a t e ,odhav Road, odhav,Ahmedabad-382410

Dear Sir ,

Section 108 and 109 of the ComDanies Act 2013 ("the Acd'l read with Rule 20 and 21 of

comoanies f Management and AdminisFation)lRule!.291-1l

l. l, Tushar Vora appointed as Scrutinizer by

lhe Board of Directors of AIA Engineering Ltd lthe Company] for the purpose ofscrutinizing the e

voting process under the provisions of Section 108 of the Companies Act, 2013 read wilh Rule 20 of

the Companies [Management and Administration] Rules, 2014 as amended vide Notification daled

19'h March,2015 and

ii. the Chairman of the 28rh Annual General Meeting, on poll under the provisions oi Section 109 of the

Companies Ac! 2013 read with Rule 21 of the Companies lManagement and Administrat ion] Rules,

2014, on the resolui ions contained in the Not ice of the 28$ Annual ceneral Meeting [AcM] of the

membersoltheCompany,heldonThursday09thAugust,2018at0900am atHT Parekh Convent ion

Centre, Ahmedabad Management Association, 'ATIRA Campus', Dr. Vikram Sarabhai Marg, Ahmedabad

- 3 8 0 0 1 s .

2. The l4anagement ofthe Company is responsible to ensure the compliance with the requirement of the

Companies Act, 2013 and Rules relating to e-voting and poll on the resolutions contained in the Notice

convening the 28th Annual General Meeting of the members oi the Company My responsibility as a

scrutinizer for the e'voting process and for poll at the AGM is restricled to make a Scrutinizer's Report of

the votes cast "in lavour" or "against" the resolutions stated above, based on thc reports generated lrom

the e-voting system provided by Central Deposilory Services (lndia) Limited and voling by pol1 conducted

at lhe said meeting venue,

As required under Rule 21[2] of the Companies IManagement and Adm'nistrat ion] Rules,2014 l have

issued separate Scrutinizer's Report dated 9'h August, 2018 on the Poll on the resolutions .ontained in the

TUSHAR VORA & ASSOCIATESVt lr"rf 8**a^;*

Nagar, Naranpura, Ahmedabad - 380013E-mai l : cstusharvora@gmail .com

7-;-,fr7.*

4.

TUSIT4R VORA & ASSOCIATES

B.com., LLB. (sPL.). F c.s. €"jaay 8*-et-*

ItemNo, of

theNotice

Ordinary/SpecialResolutron

Votes in favour oftheResolutions

Votes Against theResolutions

lnvalid votes

Nos, o/o of totalvalid votes

castsIFavour

Asainstl

Nos. o/o of totalvalid votes

castsIFavour and

Againstl

Nos.

1 OrdinaryResolulion

a47 67233 100 0 0 1 9 3 5 5 1

2 OrdinaryResolution

85175350 100 0 0

3 OrdinaryResolution

83591418 99.39 s08838 0.61 1 9 3 5 5 1

4 0rdinaryResolution

29911074 100 0 0 193551

5 0rdinaryResolution

85175350 100 0 0

I have also issued separate Scrutinizer's Report dated 9th August,2018 on e-voting on the resolutions

contained in the Nolice ofthe ACM.

As required under Rule 20[4]tx i i l of the Companies lManagement and Adminisrradon] Rules,2014 1

submit herewith my consol idaled Report on the results ofe-vot ing together with that of Pol l as under:

@Secretary

232, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013

Phone r 079-2791 2121, Mobile r 98258 45205, E-mail : egugbelg9lelQglqLLlg!!

TusharVomPractrcing companyScrutinizerFCS:3459,CoP:1745

Plac€ : AhmedabadDate : gthAugusl2018

Thanking you,YouI! Fai,Rfully,

&"",t-"B Com . LL.B

ar/,/. q6^*( S P L ) F C S

Arpan Society, Nr. MayurPhane :019-2791 2121

TUSHAR VORA & ASSOCIATES

High School, Pal iyad Nagar, Naranpura, Ahmedabad - 38001Mobile : 98258 t15205 E-mail : cstusharuora@gmail.com

V"rrl.",y 8""t*^;.Report ofScrutinizer

lPursuant to Sect ion 108 ofthe Companies Act, 2013 and Rule 20 (4)(xi i ) oI Companies IManagement andAdministrationl Rules, 20141

To,The Chairman of28th Annual Ceneral Meeting of the members ofAIA Engineering Limited,l l S , C V l t 4 M E s r a t e ,odhav Road, odhav,Ahmedabad 382410

Dear Sir ,

Subiect Scrutinizer's Report on E-voting conduct€d pursuant to the provisions of Section 108 of theCompanies Act. 2013 ("the Act''] re3d with Rule 20 Clxriil lil teolrpadls t(I4a4ag LilrdAdministrationl Rules. 2014.

1. l, Tushar Vora, Practicing Company Secretary, appointed by the Board of Directors oi AIAEngineering Limited ("the Company') as a Scrutinizer for the purpose of scrutinizing the E'votingprocess and as€ertaining the requisite majority on e-voling carried out as per the provisions ofSect ion 108 of the Companies Act, 2013 read with Rule 20 of the Companies [Nlanagement andAdministrat ionl Rules,2014 on lhe below menl ioned resolut ion(s), contained in the Not ice to thc28,h Annual Ceneral Meeting of the Equiiy Shareholders of lhe Company to be held on Thursday, thc9th Augusl 2018 at 09.00 A.M. at H. T. Parekh Convention Center, Ahmedabad ManagcmentAssociation, ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad-15.

2, The Management ofthe Company is responsible to ensure the compl iances with the req! irements ofthe Companies Act,2013 and Rules relat ing !o vot ing through electronic means on the Resolut ionscontained in lhe Not ice to the 28$ Annual General Meeting (AGM) ofthe members ofthe Company.My responsibility as a Scrutinizer for lhe E-voting process is restricted to make a Scrutinizer's Reportofthe votes cast "jn [avour" or "against" the reso]utions stated below, based on the reports generatedfrom the E-voting system provided by Cenlral Depository Services (lndia) Limited (CDSL), lheauthorized agency to provide the E-votjng [acilities, engaged by the Company.

3. Furtherto the above, lsubmit my reportas underl

i. The Company has availed E voting facility offered by Central Depository SeNices (lndia)Limited [CDSL) for conducting E-voring by the shareholders ofthe Company.

ii. The Members of rhe Company as on the "Cut off' date i.e. 2M Augus!, 2018 were entilled lovote on the resolutions (lrems Number 1 to 5 as set out in Notice of 28d, AGNI ot theCompanyl.

i i i . The e'vot ing period commenced on Monday, 06th Augusl 2018 (09.00 A.M.) to Wednesday,08th August,2018 (5.00 P. l4. l . The votes cast were unblocked on 09h August,2018 in thepresence of two witnesses, Mr. Lay Desai and Mr. Alpesh Vekariya who were not in theemployment of the Company. They have signed below in confirmation ol votes beingunblocked in their presence.

pesh Vekariya

r""r:-af 7.-B.Com_, LLB. (SPL.), F.C_S.

TUSHAR VONA & ASSOCIATES

Item No,2 - Oftlinarv Resolution

Resolut ion to conf irm the Inter im Dividend declared on Equity Shares for the Financial Yealended 31s'March,2018.

fl) Vo!ed in favour ofthe resolution:

Number of l \4embers Number ofvotes cast bythem

o/o of total number ofval id votescast lFavour and Aeainst l

199 44766415 100

I ll] Voted againstthe resolution:

NumberofMembers Number ofvotes cast bythem

%o oftotal number ofval id votescast IFavourand Asainst l

Ni l N,A. N.A.

(lll) Invalid Votes

( lV) Seven members holding 408117 equity shares ofthe Company abstained from vot ing.

Number oI Members Number ofvotes cast bylhem

% of total number ofval id votescast IFavour and Asainst l

206 85774532 100

( IDVoted against the resolutionl

NumberofMembersvoted

Number ofvotes cast bythem

o/o oftotal number olval id volescasl tFavourand Asainst l

N i l N,A. N.A.

( III) Invalid Votes

Total number oi members whose votes weredeclared invalid

Totalnumberofvoles cast by rhem

3 193323

f lVl No mpmber absta:ned rrom vol ing tor thi5 resolut ion.

232, Arpan Society Nr. lvayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 3800j3

Phone : 079-2791 2121, Mobile : 98258 45205, E-mail : cstusharvora@gmait.com

G".92a,7 ec*t-tiv. Thereaftet the details containing inter olia,list of equily shareholders, who voted "ior" ,

"against" to eacb oftbe resolutions tha! were put to vote, were generated from the e-votingwebsite ofCentral Depository Services (lndiaJ Limiled (CDSL), i.e. www.eyocingirdia.con andbased such reports generated, the result ofe-voting is as underl

Item No.7 - Ordinary Resolution

Resolution to receive, consider and adopt the Standalone and Consolidated Audited Balance Sheetas at the year ended 31st March 2018 and the Statement of Proiit and Loss of the Company ior thcyear ended on lhat date and the Repofts ofthe Directors and Auditors thereon.

(l) Vo!ed in favour ofthe resolution:

Total number oi members whose votes weredeclared invalid

Total numbef ofvotes casr by rhem

193323

Jr"e.,ff7"-B.(om., LLB. (SPL.) , F.C.S.

TUSIIAR VORA & ASSOCIAT-ESe""y-y Ue",et-*

Item No. 3 - Ordinow Resolution

Resolut ion to appoint a Director in place of Mrs. Bhumika Shyamal Shodhan (DlN 020994001,who retires by rotation and being eligible, offers herselffor re-appointmen!.

(lJ Vored in favour ofthe resolutionl

Number of lvembers Number ofvotes cast by %o of total number of val id votescast JFavour and Asainst l

188 83590600 99.39

(ll) Vo!ed against the resolution:

NumberolMembers NrJmber ofvotes cast bythem

% of total number of val id votescast IFavour and Aeainstl

508838 00.61

0l l ) Inval id Votes

Total number ofmembers whose votes weredeclared invalid

Total number oIvotes cast by them

3 193323

{ lV) Five me mberc holding 107 5094 equity shares of the Com pany abstained from voti n g.

Number ofMembers Number ofvoles cast by % oftotal numberoival id votescast IFavourand Against l

1,97 29910256 1 0 0

(ll) Voted against the resolutionl

NumberolMembers Number ofvotes cast bythem

o/o o i to ta l number ofval id votescast IFavour and Against l

Nit N,A,

( l l l l Inval id Votes

0Vl Nine members holding 55264276 equity shares ofthe Company abstained from vot ing.

Item No,4 - Ordinan Resolution

Resoludon to approve related party transaclion with M/s. Welcast Steel Limiled - SubsidiaryCompany ofthe Company.

( l ) Voted in favourof lhe resolut ion:

32, Arpan Society, Nr. l\rayur High School, Pallyad Nagar, Naranp!ra, Ahmedabad - 380013Phone : 079-2791 2121, Nloblle r 98258 45205, E-mail : csiusharvora@grnail com

Total number ofvotes cast by themTotalnumber ofmembers whose votes weredeclared invalid

193323

r""r;af 7.-8.con' . LLB. (sPL.), F.c.s.

TUSHAR VORA & ASSOCIA'rES

Number ofMembers Number ofvotes cast bythem

06 of tolal number ofvalid votescast IFavourand Asainstl

206 85174532 100

0l l Voted against the resolut ionr

(lll) Invalid Votes

Total num ber of members whose voteswere declared invalid

Total number ofvotes cast by them

3 193323

0l,l No memberabstained from voting for this resolution.

NumberofMemberc Number ofvotes cast bythem

% oftotal number ofval id votescast lFavourand Aqainst l

N i l N.A. N.A.

Practicing Company SecretaryScrutinizerFCS:3459COPt 7745

Place : AhmedabadDate :9thAugust,2018

432, Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013

Phone : 079-2791 2121, Mobile : 98258 45205, E-mail : cstusharvora@gmail.com

G.'g-yV*,a-*

Item No. S - Ordinorv Resolution

Resolution to ratify the remuneratjon of Rs. 4 Lacs to N'l/s. Kiran j. Mehta & Co. Cost Acaountantsappointed by the Board oI Directors on the recommendbtions of the Audit commitlee to conductthe Audit of Cost Records pertaining of the Company for the Financial Year ending on 31n ly'arch2019.

(l) Voted in favourofthe resolutionl

Thankingyou,YouA FdQfully,

&"",t * o.//. %/r.'-

;3lIil";#,Ti;'"'[Pursuanl to Sect ion 109 ofthe Companies Act, 2013 and Rule 21(2) ofCompanies (Management and

Administrat ion) Rules, 20141

To,Th€ chairman of28tb Annual Ceneral Meeting of the members of

AIA Engineering Limited,1 1 s , c v t \ 4 M E s t a r e ,0dhav Road,0dhav,Ahmedabad'382410

The 28th Annual General Meeting ofthe members ofAIA Engineering Limited (the company) held on

Thursday, the 09th August, 2018 at 09.00 A.M, at H. T. Parekh Convention Center, Ahmedabad

ManagementAssociatron, ATIRA Campus, Dr, Vikram sarabhai Mar& Ahmedabad'15.

Dear Sir,

I, Tushar Vora, Practicing Company Secretary, appointed as Scrutinizer for the purpose ol the poll taken

on the below mentioned resolution(s), at the 2Str,Annual General Meeting ofthe Equity Shareholders ofAlA

Engineering Limited held on Thursday, the 09th August,2018 at 09.00 A.M. at H. T. Parekh Convent ion

Center, Ahmedabad Management Association, ATIRA Campus, Dr. Vikram Sarabhai 14arg, Ahmedabad_15,

submit my reportas under:

1. one ballot box kept for polling at the venue of lhe general meeting was locked in my presence with

due identilication marks placed by me.

2. After closing of voting by the members present at the meeting, the locked ballot box was

subsequenrly opened in my presence and pol l papers were di l igent ly scrut inized. The pol l papers

were reconciled with rhe records maintained by the Company/Register and Transfer Agent of the

Company and the authorizations/proxies Iodged with the Company.

3. The poll papers, which were incomplete and/or which were otherwise lound defective have been

treated as invalid and kept separately.

TUSHAR VORA & ASSOCIATESB Conr., LL.B. (SPL.), F.C.S Va.'r,,y &*,a. r;*

4. The result of thc pol l is as under:

Arpan Society, Nr. Mayur High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013Phone : 079-2791 2121 Mobile: 98258 45205 E-mail : cslusharyora@gmail com

7-f-,2r7.*B.con'. , LLB. (sPL.), F c.s.

TUSHAR VORA & ASSOCIATL'S

Number of Members presentand vot ing ( jn person or

Number oivotes cast bythem (Shares)

% oltotal number ofval id

1 6 8 1 8 1 0 0

( ) Voted against the resolut ionl

( l l l ) lnval id Votes

( l r )Voted agarnst the resolur ionl

Number of Members presentand voting [in Derson or Droxv)

Number ofvotes cast bythem fSharesl

% of total numbef oival id

N i l N.A, N.A.

Item No.2 - Ordinarv Resolution

Resolution to confirm the lnlerim Dividend declared on Equity Shares for the Financial Yearended 31s'March, 2018.

( l l Voted in favourofresolut ionl

Numberof Members presentand voting (in person or

Number olvotes cast bythem (Shares)

% oftotal number ofval id

8 1 8 100

Number of I\4embers presentand voring [ in person or

Number ofvotes cast bythem (Shares)

o/o oi total number of val id

N i l N,A, N.A.

0l lJ lnval idVotes

Arpan Society, Nr. I\ray!rPhane : 079-2791 2121 ,

Total number ofmembers present and vot ing(in pe$on or proxy) whose votes weredeclared invalid

Total number oivotes cast by thenr(Shares)

3 2 2 8

2

High School, Paliyad Nagar, Naranpura, Ahmedabad - 380013[4obile : 98258 45205, E-marl cstusharuo€@gmait.com

C.,goqt {".*to-t*

Item No, 7 - Ordinary Resolution

Resolut ion to receive, consider and adopt lhe Standalone and Consol idated Audited BalanccSheel as at the year ended 3ln March 2018 and the Slatement oi Proi i t and Loss oi the Companyfor the year ended on that date and the Reports ofthe Directors and Auditorc thereon.

(l) Voted in favour ol resolu rio n:

Total number of m embers present and voting[in person or proxy) whose votes weredeclared invalid

Total number oivotes cast by them(Sharesl

7*t"-,2f 7.,.B.Con., LLB. (SPL.), F.C.S.

TUSIIAR VORA & ASSOCIAT-ES

( l l l l lnval id Votes

Item No. 4 - Ordinarv Resolution

Resolution to apprcve related party transaction with M/s. Welcasr Steel Limited _ SubsroraryCompany ofthe Company.

( lJ Voted in favour ofresolut ion:

Number of Members presentand vot ing [ in person orproxy)

Number ofvotes cast bythem (Shares)

o/o of rotal number o[val id

7 6 8 1 8 1 0 0

(l l l Voted againstthe resolui ion:

Number of Members presentand vot ing [ in person or

Number ofvotes cast bythem (Shares)

o/o of lotal number ol val id

N i l N,A, N.A,

( l l l ) Inval id Votes

Total number ofmembers present and votintsljn person or proxy] whose votes weredeclared invalid

Total number ofvotes cast by themiSharesl

3 228

32, Arpan Society, Nr. lvlayur High School, pallyad Nagar, Naranpura, Ahmedabad _ 380013Phone r 079-2791 2'121, [4obile : 98258 45205, E-mait i cstushatuora@gmait.com

G.',y-y {*'.r","*

Item No.3 - Ordinaw Resolution

Resolut ion to appoint a Director in place ofMrs. Bhumika Shyamal Shodhan (D1N: 02099400),who retires by rotation and being eligible, offers herselffor re-appointment.

( l ) Voted in favourofresolut ionl

Number of Members presentand vot ing ( in person or

Number of votes cast bythem (Shares)

o/o of total number ofval id

1 6 8 1 8 r00

0lJ Voted against the resolut ionl

Number of Members presentand voting [in person or

Number ofvotes cas! bythem (Sharesl

%o of total numberof val id

Ni l N.A.

Tolal nLrmbef of members presenr and voltng(in person or proxy) whose votes werecleclared invalid

Total number oivotes casr by themIShares)

7*n-ar7.*Bcorn., LLB. (sPL.). F.c.s.

TUSIIAR VORA & ASSOCIATES

Number oi Members presentand voting (in person or

Number olvotes cast bythem (Shares)

o/o oftotal number ofval id

1 6 8 1 8 100

( l r )Voted against the resolutionl

( l l l ) lnval id Votes

Number of Members presentand voting (in person or

Number ofvoles cast bythem IShares)

% oftotal number oival id

N i l N.A, N.A,

Total number of members present andvoling [in person or proxy] whose voteswere declared invalid

Total number ofvotes cast by them(Sharesl

3 2 2 4

5.

6.

A compact Disc (CD) containing a l ist ofEquity Shareholders who voted "FoR", AGAlNST" and those

whose votes were declared invalid [or each reso]ution is enclosed

The poll papers and all other relevan! records were sealed and handed over to the Company

Secretary/Director authorize by the Board for safe keeping

TusharvoraPracticing company SecretaryscrutinizerFCS:3459, COP:1745

Place ; AhmedabadDate : gth August,2018

32, Arpan Society, Nr. I\4ayur High School, Paliyad Nagar, Naranplra, Ahmedabad - 380013Phone :079-2791 2121, Mobile : 98258 45205, E mail : cstusharvora@gmail.com

G",go-y 3*t-*"

Item No. 5 'ordinarv Resolution

Resolution to ratify the remuneration of Rs. 4 Lacs to M/s Kiran J Mehta & Co cost

Accountants appointed by the Board of Directors to conduct the Audit of Cost Records

pertaining ofthe Company for the FinancialYear ending on 31$ March 2019

(l) voted in favour ofresolution:

Thanking you,Yours Faithfully,