PG Foils Ltd. | py Pipalia Kalan, Distt. Pali, Pin: 306 307 Rajasthan. +91 9772981111,+91 9772982222,+91 9772983333 Fax:(02937)-287150, Email:pgfoils@pgfoils.in

www.pgfoils.in

Ref: PGF/SEC/2021-22/

Date: 17" September, 2021

Department of Corporate Services

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Tower,

Dalal Street, Fort, Mumbai - 400001

BSE Code: 526747 & Scrip ID: PGFOILQ

Dear Sir / Madam,

Sub: Section 108 & 109 of the Companies Act, 2013 and Rule 20 & 21 of the

Companies (Management and Administration) Rules, 2014 the Consolidated

Report of Scrutinizer (E-Voting) at the 42°47 Annual General Meeting

(“AGM”) of the Company.

With reference to above, please find enclosed details of Consolidated Report of

Scrutinizer (E-Voting) in the prescribed format of 42" Annual General Meeting (“AGM”)

of the Company held on Wednesday, 15'" September, 2021 at 11:30 AM Through Video

Conferencing .

You are requested to take the same on record and update your records accordingly.

Thanking you,

Yours faithfully,

Bhawana Songara

(Company Secretary & Compliance Officer)

Regd. Office: 6, Neptune Tower, Ashram Road, Ahmedabad - 380 009 Tel: 079 - 26587606 Fax: 26584187 EM,

(CIN) No- L 27203GJ 1979 PLC 008050 LEI No. 335800JISBBX2HG4DI16 (008

Certificate Number : IND15.3943U/Q} ZE-07722080515-1700. 1.20

a te

M Sancheti & Associates

Company Secretaries

CONSOLIDATED SCRUTINIZER REPORT [Pursuant to Section 108 & 109 of the Companies Act, 2013 and rule 20 & 21 of the Companies

----

---—

- www. msancheti.com

----

----

To The Chairman

42ND-Annual General Meeting of the Members of P G FOILS LIMITED

6, Neptune Tower, Ashram Road

Ahmedabad, Gujarat - 380009

i

(Management and Administration) Rules, 2014 read with the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015]

Sub: - Consolidated Report of the Scrutinizer on Remote e-voting and e-voting facility provided te P the shareholders during the 42.4 Annual General Meeting (AGM) of P G FOILS LIMITED held on : Wednesday, September 15, 2021 at 11:30 A.M. through Video Conferencing (‘VC’) / Other Audio-

Visual Means (‘OAVM’).

Dear Sir,

I, Manish Sancheti, Practicing Company Secretary & proprietor of M Sancheti & Associates, (Membership No. 7972, C.P. No. 8997) has been appointed as Scrutinizer by the Board of Directors

of P G FOILS LIMITED (the Company) pursuant to Section 108 of the Companies Act, 2013 (“the Act”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements}, Regulations, 2015, as amended for the purpose of scrutinizing the process of voting through electronic means (‘remote e-voting”) and e-voting at the AGM in a fair and transparent manner on all the resolutions contained in the Notice dated August 13, 2021 (“Notice”) issued by the Company in accordance with General Circular No. 14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020, May O5, 2020 and General Circular No. 20/2021 dated 13% January 2021 respectively issued by Ministry of Corporate affairs and in accordance with the circular dated 12th May, 2020 read with circular dated January 15, 2021 issued by the Securities and Exchange Board of India ("SEBI”) commonly referred to as "MCA & SEBI CIRCULARS" for convening the 42"¢ AGM of its members through VC/OAVM on Wednesday, September 15, 2021 at 11:30 AM.

The management of the Company is responsible to ensure compliance with the requirements of the Act, and Rules made thereunder, MCA circulars and the SEB! [Listing Obligations and Disclosure Requirements), Regulations, 2015 as amended relating to remote e-voting and e-voting at the AGM on the resolutions contained in the Notice of the 42"¢ AGM. Our responsibility as Scrutinizer is restricted to ensure that the voting is conducted in a fair and transparent manner, ascertaining

requisite majority on the proposed resolutions and making a Scrutinizer’s Report in respect of the votes cast “in favour” or “against” the resolutions, based on the reports generated from the remote e- voting system provided by Central Depository Services (India) Limited (CDSL}, the authorized agency engaged by the Company to provide remote e-voting facility and e-voting at the AGM.

The Shareholder of the Company holding Shares as on the “cut-off date” i.e. Saturday, September 4, 2021 were entitled to vote on the proposed resolution as contained in the Notice of the 424 AGM.

The remote e-voting period commenced at 09:00 A.M on Friday, September 10, 2021 and ended at Tuesday, September 14, 2021 at 05:00 P.M.

The remote e-voting facility at the AGM was in operation till all the resolutions were considered and voted upon in the meeting and was used for voting only by the members attending the meeting and who have not exercised their right to vote through remote e-voting prior to the AGM.

Minto @msancneti.com &

& C-54A/3, Lalkothi Marg, Shivad Area, Bapu Nagar, Jaipur, Rajasthan — 302015

0141-4039046; +91-9799883466 Sy

to rranmenne

ate

%

6. The votes cast through remote e-voting and e-voting at the AGM were unblocked on September 15, 2021 after the conclusion of the AGM and e-voting at the AGM in the presence of two witnesses, Mr. K.S. Panwar and Ms. Aditi Agarwal, who are not in the employment of the Company and they have signed below in confirmation of the same. Thereafter, the voting summary statement was downloaded from the CDSL e-voting system.

Aun poy

Signature:

anwar Name: Ms. Aditi Agarwal

Signature:

Name: Mr. K.&

7. The results of remote e-voting and voting at the AGM, are enclosed as Annexure ~ A to this Report.

'8. Based on the above results of e-voting, all the resolutions contained in the Notice of the 42"¢ AGM were carried out with the requisite majority

9. The electronic data and all other relevant records relating to remote e-voting and voting at the AGM through, shall remain under our safe custody until the Chairman considers, approves and signs the minutes of the 4274 AGM and the same shall be handed over to the Company Secretary for safe

keeping.

Thanking Yo Yours Faity

(Scrutinizer) C.P, No. 8997 Membership No. FCS 7972 \ UDIN: F007972C000958801

Place: Jaipur Date: 17.09.2021

Received the Report together with other data/records mentioned therein:

Place: Pali

Date: 17.09.2021

(Chairman of the Meeting)

Annexure -A

Resolution 1: To receive, Consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2021, and the reports of Directors and Auditors thereon; (Ordinary Resolution)

Particulars | Total No. | Votes in favour of the | Votes against the | Invalid / abstained votes of Votes | Resolution Resolution :

Cast No. of | Percentage | No. of | Percentage | No. of | Percentage

Votes (%) Votes (%) Votes (%)

Remote e- | 5164147 5163395 99.99 752 0.02 0 0.00 Voting

e-Voting at | 17588 17587 99.99 1 0.01 0 0.00 the AGM

Total 5181735 5180982 99.99 753 0.01 0 | 0.00

Item No. 1 of Notice stands passed with the requisite majority.

Resolution 2: To appoint a Director in place of Mr. SAHIL P SHAH (DIN: 01603118), who retires by rotation and being eligible, offers himself for reappointment (Ordinary Resolution)

Particulars | Total No. | Votes in favour of the | Votes against the | Invalid / abstained votes

of Votes | Resolution Resolution

Cast No. of | Percentage | No. of | Percentage | No. of | Percentage

Votes (%) Votes (%) Votes (%)

Remote e- | 5164146 428940 8.31 876 0,02 4734330 91.68

Voting

e-Voting at | 17588 17587 99.99 1 0.01 0 0.00 the AGM —

Total 5181734 446527 8.62 | 877 0.02 4734330 91.36

Item No. 2 of Notice stands passed with the requisite majority.

“We have treated 4734330 no. of votes casted by related parties i.e. promoter group as invalid.

**One shareholder holding one vote not voted in the Item No. 2 not included in abstained votes as no vote cast has been included in Total No. of Votes Cast.

Resolution 3: To ratify the remuneration of the Cost Auditors for the financial vear ending 31st March, 2022 (Ordinary Resolution)

Votes in favour of the

Particulars | Total No. Votes against the | Invalid / abstained votes

of Votes | Resolution | Resolution

Cast No. of | Percentage | No. of | Percentage | No. of | Percentage Votes (%) | Votes (%} Votes (%)}

Remote e- | 5164147 5164145 100.00 | 2 0.00 Oo 0.00 Voting |

e-Voting at | 17588 17587 99.99 { 1 0.01 Oo 0.00 the AGM

Total 5181735 5181732 100.00 3 0.00 Oo 0.00

{tem No. 3 of Notice stands passed with the requisite majority

Resolution 4: To create, issue, offer and allot, in one or more tranches, upto 38,90,000 (Thirty Eight Lakhs Ninety

Thousand) Convertible Warrants (the “Warrazits”) on a preferential] basis to the promoters/ promoter group and others

i.e. persons/entities not forming part of the promoter and promoter group (Special Resolution)

Particulars | Total No. | Votes in favour of the | Votes against the | Invalid / abstained votes

of Votes | Resolution Resolution .

Cast No. of | Percentage | No. of | Percentage No. of | Percentage Votes (%) Votes (%) Votes (%)

Remote e- | 5164147 5163395 99.99 752 0.01 0 0.00 Voting

e-Voting at | 17588 17587 99.99 1 0.01 0 6.00 the AGM

Total 5181735 5180982 99,99 753 0.01 0 0.00

Item No. 4 of Notice stands passed with the requisite majority