Dinesh Mehta & Co.,Company Secretaries. 4,Rutu Villa,

Gotri Telephone Exchange Road,Gotri,Baroda - 390 021

E-mai l : d ineshmehta l ma i l . com

Combined Reportof Scrutinizer

fPursuanttosect ion 108 and 109of thecompaniesAct, 2013and rule 20 and 21ofthecompanies (Managementand Adm in istrat ion) Ru res, 20 14r

To,

The chairman of the 44th Annual Ge.n.eral Meeting of the Equity shareholders ofGujarat Automot ive Gears Limited held on zgin-sei tumber, 2015 at 11.30 a.m. atthe registered office of the company situated at vittage Bil, lanwali, Baddi-773205,Dist . - Solan (Himachal pradesh).

Dear Sir ,

1 ' w€, Dinesh Mehta & co., com.pany secretary in pract ice and appointed asscrutinizer for scrutinizing e-voting and also roi ttre purpose oi ir..1" poll. throughbal lot paper taken on the below ment ioned resolut ion (s) at the 44,n AnnualGeneral Meet ing of the Equi ty shareholders of Gujarat Automot ive GearsLimited held on 29th septem'ber, 2015 at 11.30 a.m, at the registered office ofthe company si tuated at v i i rage gi t tan;at i , Baddi_17 320s, Dist ._ soran(Himachal pradesh).

2' We have given separate scrutinizer's report dated 30th september,2015 onremote e-vot ing and on pol l conducted at ihu ++" annual general meet ing heldon 29th September,2ol5- on-tn" resolut ions contained in the not ice of AGMdated 13th August, 2015.

3' We submit herewith combined,scrut in izer 's report on the resul t of vot ing by!3T"r,:rt;ffi'# i8fr.Jror?l..l,norcted ;i lhl #nuar senerar-muLtins rrero oi

Ph. No. ZgTLZ4t

RESOLUTION NO

PARTICULARS OF VOTES CASTTHROUGH E-VOTING

PARTICULARS OF VOTES CASTTHROUGH BALLOT PAPERS RESULT

VOTES INFAVOURN O & %

VOTESCAST

AGAINSTN O & %

VOTESINVALID

VOTES INFAVOURN O & %

VOTESCAST

AGAINSTN O & %

VOTESINVALID

^E)uruuon t\o t as urcl inaryResolut ion

To adopt audited Balance Sheet as a3L't March 2015 and profi t & Los:Account for the year ended on tha.day together with Directors, ancAuditors' Reports thereon.

L175173

67. t5%0

6864

0.39%

n 0

Approved

oy

req u isi te

majority

Resolut ion No 2 as OrdinaryResolut ion

To Declarat ion of dividend, i fany.

1.I75r73

67.15%0 0

6864

039%0 0

Approved

oy

requisite

majori ty

Resolut ion No 3 as OainuryResolut ion

To appoint a director in place ofMr. Rajiv Aggarwal (DlN:00094198), who retires oyrotat ion and being el igible tooffer himself for re_appotntment.

r r / J - t 05

67J5%

10

0.00%

6864

0.39%0 0

Approved

oy

requisite

majority

Resolut ion No 4 as Ordi"*yResolut ion

To re-appoint auditors of theCompany and f ix theirremuneration.

1175173

6 7 J s %0 0

6864

0.39%

6864

0.39%

0 0

Approved

by

req u is i te

majori ty

as SpecialResol ut ion

To re-appoint Mr. RavikantDhawan (DtN: 00101878) as anIndependent Director of theCompany for the term of f iveconsecutive years up to28.09.2020.

1175163

67.1,5%

10

0.00%

10

0.00%

0 0

Approved

by

requisite

majori ty

Resolut ion No 6 as SpecialResolut ion

To re-appoint Mr. Rajendra

1175163

67.15%0

6864

0.39o/o0 0

Approved

oy

reguisite

Prasad Sinha (DlN: 02129566) asan Independent Director of theCompany for the term of fiveconsecutive years up ro28.09.2020.

maJonty

Kesotution No 7 as SpecialResolut ion

To re-appoint Mr. Anktt Jain(DlN: 02918898) as anIndependent Director of theCompany for the term of fiveconsecutive years up to28.09.2020.

1175163

67.1.5%

10

0.00%0

6864

039%0 0

Approved

oy

req u is i te

majori ty

The register, all other papers and relevant records relating to electronic voting shallremain in our safe custody unt i l the chairman considers, approves and signs theMinutes of the aforesaid Annual General Meet ing and the same wi l l be handed overto the Executive Director for safe keeping thereafter.

Thanking you,

Yours faithfully,For Dinesh Mehta & Co, ...;iG -xr.

/ t "$I:t.""/:r" '-u{_u$,:'}

Dinesh Mehta, 'ii{i.'l .lr.''company secretaries

'\ i : i}. -.. '

ACS: 5100 Cp:2127Place: VadodaraDated: 30th Septembe r, 2OL5

Gotri Telephone Exchange Road,Gotr i , Baroda - 390 021,

2 . Dhruna l4, Rutu Vi l la,

r. Scany\P,Armar25, Bethal park Society,Nizampura, V#odara,"

Dinesh Mehta & Co.,Company Secretaries

4, Rutu Vil la,Gotri Telephone Exchange Road,

Gotri, Baroda - 39O OzL,Ph. No. 237LZ4L

E-mail : dineshmehta 1954@yahoo.co. in

Scrutinizer's Report on e-votingTo,The Chairman of the 44th Annual General Meet ing,Gujarat Automotive Gears Limited,V i l lage B i l lanwal i , Badd i -173205Dist . - Solan (Himachal pradesh)

Dear Sir ,

Sub: Scrutinizer's Report on e-voting conducted pursuant to the provisionsof Section 108 of the Companies Act, 2013 read with Rule 20 of thecompanies (Management and Administrat ion) Rules, zoL4.

I , Dinesh Mehta of Dinesh Mehta & Co., Pract ic ing Company Secretar ies had beenappointed as the Scrutinizer by the Board of directors of Gujarat Automotive GearsLimited vide resolut ion dated 13th August, 2015, pursuant to sect ion 10g of theCompanies Act, 2OI3 read with Rule 20 of the Companies (Management andAdministration) Rules, 2014 to conduct the electronic voting process in respect ofthe below ment ioned resolut ions to be passed at the 44th Annual General Meet ingof the company to be held on 29th September,2O15.

The not ice dated 13th August,2015 convening Annual General Meet ing of thecompany along with statement setting out material facts under Section 102 of theAct were sent to the shareholders in respect of the below mentioned resolutions tobe passed at the said AGM of the company to be held on 29th September,2015,

The company has availed the e-voting facil i ty offered by Central DepositorySecur i t ies Limited (CDSL) for conduct ing e-vot ing by the shareholders of thecompany.

The shareholders of the company holding shares as on the "cut-off,, date of 22ndseptember,2oL5 were ent i t led to vote on the proposed resolut ions as set out atitem nos' 1 to 7 in the Notice of the 44th Annual General Meeting of GujaratAutomotive Gears Limited,

The vot ing per iod for e-vot ing commenced on 26th September,2oL5 at g.00 a.m.and ended on 28th september,2o!5 at 5,00 p.m. and the cDSL e-vot ing plat formwas blocked thereafter and the votes cast under e-voting facil i ty were thenunblocked in the presence of two witnesses who were not in the employment of thecompany.

Dinesh Mehta & Co.,Company Secretaries

J, Rutu Vi l la,Gotri Telephone Exchange Road,

Gotri, Baroda - 3gO O21,Ph. No . Z3ZL24L

E-mai l : d ineshmehta 1954@yahoo.co. i n

I have scrutinized and reviewed the voting through electronic means votestendered therein based on the data downloaded from the Central DepositorySecurit ies Limited (cDSL) e-voting system received respectively.

I now submit my report as under on the resul t of the vot ing through electronicmeans in respect of the said resolutions:

RESOLUTION NO PARTICULARS OF VOTESCAST THROUGH E-VOTING

VOTES INFAVOUR NO

& o/o

VOTES CASTAGAINST NO

& o/o

Resolut ion No 1 as Ordinary Resolut ion

To adopt audi ted Balance Sheet as at 31sMarch 2015 and profit & Loss Account for thryear ended on that day together wii lDirectors' and Auditors, Repofts thereon.

rL75173

67.15o/o

0

0.000/o

0

0.000/o

1 0

0.00o/o

0

0 . 0 0 %

Resolut ion No 2 as Ordinary Resolut ion

To Declarat ion of d iv idend, i f any.

l 1 7 5 I 7 3

67. I5o/o

Resolut ion No 3 as Ordinary nesotut ion

To appoint a director in place of Mr. RajivAggarwal (DIN: 00094199), who ret i resby rotation and being eligible to offerhimsel f for re-appointment.

To re-appoint audi tors of the Companyand f ix their remunerat ion.

1 1 7 5 1 6 3

67. I5o/o

tL75773

67.15o/o

Dinesh Mehta & Co.,Company Secretaries G otri re I e ph o n

" .*.rroi l;:"-"J:?

Gotri, Baroda _ 3gO O2!,Ph. No. Z77L24L

E-mai l : d ineshmehta 1954@yahoo.co. in

Resolution No 5 as SpetEt nesoiutiG

To re-appoint Mr. Ravikant Dhawan (DIN:00101878) as an Independent Director ofthe Company for the term of f iveconsecutive years up to 2B.Og.ZO2O.

1 1 7 5 1 6 3

67.15o/o

1 0

0.000/o

Resolution No 6 as SpetEtEGotution

To re-appoint Mr. Rajendra prasad Sinha(DIN:02t29566) as an IndependentDirector of the Company for the term off ive consecut ive years up to 28.09.2020.

1L75763

67.L5o/o

1 0

0 . 0 0 %

To re-appoint Mr, Anki t Jain (DIN:02918898) as an Independent Director ofthe Company for the term of f iveconsecutive years up to 2B.Og.2O2e.

Resolut ion No 7 as SpeciatEeiotut ion r_ 175163

67.!5o/o

1 0

0.00o/o

The register, all other papers and relevant records relating to electronic voting shallremain in our safe custody unt i l the chairman considers, approves and signs theMinutes of the aforesaid Annual General Meet ing and the same wi l l be handed overto the Managing Director for safe keeping.

Thanking you,

Yours faithful ly,For Dinesh Mehta & Co,

/ rryY

Dinesh Mehta,Company SecretariesACS: 5100 Cp:2 I2Place: Vadodara

Gotr i Te lephone Exchange Road,Gotr i , Baroda - 390 021,

7

t \ tzampura, Vqdoda,

2Dhruna#M4, Rutu Vi l la,

Dated: 30th September, 2O!S

FORM NO MGT-13

Report of Scrutinizer (s)

[Pursuant to rure section 10g of the companies Act, 2013 and rure 21,(2)of the companies (Management and Administration) Rures,2o14l

To,The chairman of the 44th Annual General Meeting of the Equity shareholders of Gujarat Automotive Gears LimitedHlfi#r];lliTLiliil,tr,'i.ffil,ll#"';il'# office orthe.o'punv situated at Virage Bi,anwari,Dear Sir,

we' Dinesh Mehta & co' ' company secretary in practice and appointed as scrutinizer for the purpose of the porltaken on the below mentioned resolution (s) at the 44th Annu^ar Generar Meeting of the Equity sharehorders ofGujarat Automotive Gears Limited held on' igi i i"o,.ro*"ro15 at 11.30 a.m.-at the registered off ice of thecompany situated at Vi l lage Bil lanwali, Baddi-173205, Dist.- sotan (Himachar pradesh), submit our report as under:1' After the t ime f ixed for closing of the poll by the chairman, one ba i lot box kept for poring was rocked in o urpresence with due identif ication marks placed by us.

2' The locked ballot box was subsequently opened in our presence and poil papers were dir igentry scrutinized. Thepoll papers were reconciled with the records.maintained by the company/ n"gir ir* and rransfer Agents of thecompany and the authorizations / proxies rodged with the company.

3. We did not f ind any poll papers invalid.

4. The result of the poll is as under:

(a) Resolution No' 1 as ordinary Resolution: Adoption of audited Barance Sheet as at 3r.,t March 2015 and profi t &Loss Account for the year ended on that day together with Directors, and Auditors, Reports thereon.

i ) Voted in favour of the resolut ion:Number of members presentand vot ing ( in person or byproxy)

t \umber of votes cast by them % of total number of valid uote, .iF

5 6864 0.39%

i i) Voted inst the resolution:Number of members presentand vot ing ( in person or byproxy)

r\umber of votes cast by them % of total number ofvalid votes cast

N I L NIL NIL

( i i i ) Invalid votes:

Totat number of nrembEEJJiperson or by proxy) whose votes were declared invalid Total number of votes cast by them

[B] Resolutions No. 2 as Ordinary Resolution:Decla ration of Dividend

i i i ) Inval id votes:

[c] Resolution No' 3 as ordinary Resolution : Appointment of Shri Rajiv Aggarwal as Direcror

i) Voted in favour of the resolut ion:Number of members presentand voting ( in person or byproxy)

r\umber ot votes cast by them % of total number of val id uoG, ..rt

039%5 6864

i i )Voted nst the resolut ion:Number of memberi presentand voting ( in person or bvproxy))

r \umoer of votes cast bv them % of total number of val id uotes cart

NIL r \ tL N I L

Total number ot memGrslfrperson or by proxy) whose votes were declared invalid Total number ofvotes cast by them

!I Voted in favour of the reso r t i n nNumber of members presentand voting ( in person or bvproxy)

Number of votes cast by them % of total number of val id votes cast

5 6864 0.39%

I Voted against the resolution:Number of memberi presentand voting {in person or bvproxy)

r\umber of votes cast by them valid votes cast

NIL N I L NIL

Total number of membEEllnperson or by proxy) whose votes were declared inval id Total number of votes cast by them

i) Voted in favour of rhp r f i

l\l, i v . , , vs r v r r i le l l toers p rgsgntand vot ing ( in person or byproxy)

Number of votes cast bV t i lem % of total number of valid uoGr car

5 6864 0.39%

[D] Resolution No.4 as Ordinary Resolution:Appointment of Messrs Kanu Doshi & Assoiciates., CharteredAccountants as auditors of the Company.

Resolution No. 5 as Speciat Resolution: Appointment of

Voted in favour of the resolution:

Shri Ravikant Dhawan as Independent Director

( i i ) Voted against the resolution:

t l Voted st the resolut ion:Number of members presentand voting ( in person or byproxy))

r \umber ot votes cast bv them % of total number of val id "" t"s

c.r t

NIL NIL NIL

( i i i ) Invalid votes:

Total number of members ( inperson or by proxy) whose votes were declared inval id Total number ofvotes cast bv them

Number of members presentand voting ( in person or bvproxy)

Number of votes cast by them % of total number of val id uot"r i i l

Number of members presentand vot ing ( in person or byproxy))

Number of votes cast by them % of total number of val id uoGi..r l

( i i i ) Inval id votes:

Total number of membersGperson or by proxy) whose votes were declared invalid Total number ofvotes cast by them

,:*Ftrbr /

#i":;ri'fip*\:",$ *_l';:.-,-,.*-4;.uz'

[F] Resolution No. 6 as Special Resolution: Appointment Shri.

(i) Voted in favour of the resolution:

Rajendra Prasad Sinha as independent Director

Voted against the resolut ion:

[G] Resolution No' 7 as special Resolutions : Appointment shri. Ankit Jain as Independent Director

(i) Voted in favour of the resolution:

Invalid votes:

ber of members presentnd voting {in person or byroxy)

Number of votes cast OV tf,u, % of total number of uatiO uotesiii

Number of members presentand voting ( in person or byproxy))

Number of votes cast by tl.rem % of total number of val id uotu, . . I

Inval id votes:

Totat number oJ mtnEffiperson or by proxy) whose votes were declared invalid Total number ofvotes cast bv them

Number of members presentand voting ( in person or byproxy)

Number of votes cast by tfrem % of total number of val id ,rt . , .rrt

( i i ) Voted against the resolut ion:

Number of members presentand voting ( in person or bvproxy))

Number of votes cast bv them % of total number of uatiO votGi

ro ta t number o f members ( inperson or by proxy) whose votes were declared invalid Total number ofvotes cast by them

5.

6.

A statement containing a r ist of equity sharehorders who voteddeclared invalid for each resolution is enclosed.

The polr papers and at other rerevant records were seared andauthorized by the Board for safe keeping.

"FOR", "AGAINST" and those

wil l be handled over to the

whose votes were

Executive Director

Thanking you,

yours faithfully,For Dinesh Mehta & Co.

, f-Fdo m Pa n Y se creta rie s

\.h-"? Proprietor' - : - ' r ' '

C.p. No. 2127) l tlnwitness: &4F

1. Dhrunal rvr"t" n'' '

4, Rutu Vil la,Gotri Telephone Exchange Road,Gotri, Baroda - 390 021.

Near MTl,Vadodara

,abhudas parmar

ark Society,Nizampura,- 390002

Place: Vadodara

Date: 30/09 /2015