Consolidated Scrutinizer’s Report

[Pursuant to Section(s) 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22

of the Companies (Management and Administration) Rules, 2014 as amended from time to

time and in terms of General Circular Nos. 14/2020 & 17/2020 issued by the Ministry of

Corporate Affairs on April 08, 2020 and April 13, 2020, respectively “MCA circulars”]

To,

The Chairman

HERO FINCORP LIMITED

(CIN: U74899DL1991PLC046774)

34, Community Centre, Basant Lok

Vasant Vihar, New Delhi 110057

Dear Sir,

I, Devesh Kumar Vasisht, Partner of M/s Sanjay Grover & Associates, Practicing Company

Secretaries firm, having office at B-88, First Floor, Defence Colony, New Delhi-110024,

was appointed as Scrutinizer by the Board of Directors of HERO FINCORP LIMITED

(‘the Company’) in their meeting held on May 25, 2020, for conducting the Postal Ballot

process of the Company in a fair and transparent manner in respect of the Resolutions as

proposed in the Postal Ballot Notice dated May 25, 2020, for the purpose of scrutinizing

the Postal Ballot process, in a fair and transparent manner pursuant to the provisions of

Section(s) 108 and 110 of the Companies Act, 2013 (the “Act”) read with the Rules 20 and

22 of the Companies (Management and Administration) Rules, 2014, as amended from

time to time, the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, Secretarial Standard–2 on “General

Meetings” issued by the Institute of Company Secretaries of India and other applicable

laws and regulations (including any statutory modification(s) or re-enactment(s) thereof, for

the time being in force).

In terms of section 110 of the Act and in terms of the circulars issued by the Ministry of

Corporate Affairs, Government of India (the "MCA") vide its General Circular No.14/2020

dated April 8, 2020 and General Circular No.17 /2020 dated April 13, 2020 (the "MCA

Circulars"), in view of the current extraordinary circumstances due to COVID- 19 pandemic

requiring social distancing, companies were advised to take all the decisions requiring

members' approval, other than items of ordinary business or business where any person

has a right to be heard, through the mechanism of postal ballot/ e-voting in accordance

with the provisions of the Companies Act and rules made thereunder, without holding a

general meeting that requires physical presence of members at a common venue.

The MCA has further clarified that for companies that are required to provide e-voting

facility under the Companies Act, 2013 while they are transacting any business(es) only by

postal ballot up to June 30,2020 or till further orders, whichever is earlier, the requirements

provided in Rule 20 of the Companies (Management and Administration) Rules, 2014 (the

"Rules") as well as the framework provided in the MCA Circulars is applicable mutatis

mutandis.

In compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot

Notice alongwith Postal Ballot Forms and pre-paid business envelope was not required to

be sent to the Members for this Postal Ballot. Further, in compliance with the above said

MCA Circulars, the Company had duly sent Postal Ballot Notice by e-mail to all its

Members who have registered their e-mail addresses with the Company, its their

Registrars and Transfer Agents or Depository/Depository Participants and the

communication of assent/ dissent of the Members were only to take place through the

E-voting system in accordance with above said MCA Circulars.

The management of the Company is responsible to ensure the compliance with the

requirements of the Companies Act, 2013 and Rules thereof including MCA Circulars in

respect of the resolution contained in the Postal Ballot Notice. Our responsibilities as

scrutinizers is restricted to ensure that the e-voting process and postal ballot process is

conducted in a fair and transparent manner and make a consolidated scrutinizer’s report of

the votes cast ‘For’ or ‘Against’ the resolutions stated in the Postal Ballot Notice and also

mentioned herein below, based on the reports generated from the e-voting system

provided by the Link lntime India Private Limited i.e. https://instavote.linkintime.co.in, the

authorised agency to provide e-voting facilities, engaged by the Company

S.No. Type of Resolution Particulars

1. Special Resolution Adoption of restated Articles of Association of the

Company

2. Special Resolution Amendment in the “Hero Fincorp Employee Stock

Option Plan 2017”

3. Ordinary Resolution Re-Appointment of Mrs. Renu Munjal

(DIN: 00012870) as Managing Director for the

period of 5 (Five) years and fixation of remuneration

thereof

In connection with the above referred matters, I hereby submit my report as under:

1. In wake of the extraordinary circumstances due to COVID-19 pandemic and

nationwide lock down in the Country declared by Government of India since March

24, 2020, the Company had decided to conduct Postal Ballot in accordance with

MCA Circulars. Accordingly, in compliance with the requirements of the MCA

Circulars, the physical copy of the Postal Ballot Notice along with Postal Ballot

Forms and pre-paid business envelope were not sent to the shareholders of the

Company for this Postal Ballot and shareholders were required to communicate their

assent or dissent through the remote e-voting system only.

2. The Company had completed the dispatch of Postal Ballot Notice by email on May

28, 2020, to all the shareholders, whose names appear on the Register of Members/

List of Beneficial Owners as received from the Depositories, National Securities

Depository Limited (‘NSDL’), Central Depository Services (India) Limited (‘CDSL’)

and who have registered their email addresses in respect of electronic holdings with

the Depository through the concerned Depository Participants and in respect of

physical holdings with the Company’s Registrar and Share Transfer Agent, Link

Intime India Private Limited (“RTA”) as on May 22, 2020 (“cut- off date”).

3. The Company has published an advertisement on Friday, May 29, 2020, regarding

completion of dispatch of Postal Ballot Notice along with Postal Ballot Form to

eligible members in English Daily “The Financial Express” and in Hindi Daily

“Jansatta” editions respectively.

4. Due to current pandemic of COVID-19 and relaxations provided by MCA in terms of

aforesaid MCA Circulars, the Members of the Company holding shares as on Friday,

May 22, 2020 (“cut- off date”) had an option to vote through the e-voting facility only

as per MCA Circulars. The Company has also provided option for e-voting to those

shareholders, who held shares in Physical form.

5. The electronic voting process was monitored through the scrutinizer’s secured link

provided by Link Intime India Private Limited’s E-voting website viz.

https://instavote.linkintime.co.in.

6. The Company had offered e-voting facility to its Members for casting their votes

electronically the e-voting process commenced on Saturday, May 30, 2020 from

10.00 a.m. (10.00 hours IST) and ended on Sunday, 28 June, 2020 at 5.00 p.m.

(17:00 hours IST).

7. The remote e-voting has been unblocked on Sunday, June 28, 2020 after 05:00

P.M. in my presence and in the presence of two witnesses Mr. Gaurav Dwivedi and

Mr. Himanshu Kukreja (who are not in the employment of the Company). They have

signed below in confirmation of the votes being unblocked in their presence.

8. The particulars of remote e-voting report generated from electronic registry of Link

Intime have been entered in a separate Register maintained for this purpose.

9. E-votes cast upto the close of working hour i.e. 05:00 P.M. on Sunday, June 28,

2020 i.e. the last date and time fixed by the Company for postal ballot process, has

been considered for the purpose of this report.

10. The remote e-voting was reconciled with the Register of Members of the Company

as on Friday, May 22, 2020 (“cut- off date”) as provided by the Depository

Participants (DP)/ Registrar and Share Transfer Agent (‘RTA’) of the Company.

11. As on Friday, May 22, 2020 (“cut- off date”), the Issued and Subscribed Capital of

the Company was Rs. 1,27,30,66,740/- (Rupees One Hundred Twenty Seven Crore

Thirty Lakh Sixty Six Thousand Seven Hundred and Forty Only). The Paid up

Capital was Rs. 1,21,53,74,851.8/- (Rupees One Hundred Twenty One Crore Fifty

Three Lakh Seventy Four Thousand Eight Hundred Fifty One and Paisa Eighty Only)

divided into 11,41,95,126 (Eleven Crore Forty One Lakh Ninety Five Thousand One

Hundred Twenty Six) fully paid equity shares of face value of Rs. 10/- (Rupees Ten

Only) each, 1,795 (One Thousand Seven Hundred Ninety Five) partly paid equity

shares of face value of Rs. 10 (Rupees Ten Only) each with paid up value of Rs. 5

(Rupees Five Only) each and 1,31,09,753 (One Crore Thirty One Lakh Nine

Thousand Seven Hundred Fifty Three) partly paid equity shares of face value of

Rs.10 (Rupees Ten Only) each with paid up value of Rs. 5.6 (Rupees Five and

Paisa Sixty Only) each. The e-voting results were obtained from Link lntime India

Private Limited's e-voting website (https://instavote.linkintime.co.in) have been

incorporated in this Report.

12. Some shareholders who hold partly paid up shares in the Company with paid-up

value of Rs. 5.6 per share have voted on the resolutions. Therefore, their value of

shares have been calculated on the pro-rata basis for the purpose of this report.

13. The result of the remote e-voting is as under:

ITEM No. 1- ADOPTION OF RESTATED ARTICLES OF ASSOCIATION OF THE

COMPANY

Based on the aforesaid result, I report that, the Special Resolution as contained in Item

No. 1 of the Postal Ballot Notice dated May 25, 2020, has been passed with requisite

majority required for it.

The detailed break up of voting through Remote e-voting in respect of the above

Resolution is attached to this report and marked as ‘Annexure A’

Special Resolution

Particulars

Number of Valid Votes Percentage

of valid votes (%) e-Votes

Postal ballot

Total

Assent 11,89,53,520

N.A.

11,89,53,520 100

Dissent 0 0 0

Total 11,89,53,520 11,89,53,520 100

ITEM No. 2- AMENDMENT IN THE “HERO FINCORP EMPLOYEE STOCK OPTION

PLAN 2017”

Based on the aforesaid result, I report that, the Special Resolution as contained in Item

No. 2 of the Postal Ballot Notice dated May 25, 2020, has been passed with requisite

majority required for it.

The detailed break up of voting through Remote e-voting in respect of the above

Resolution is attached to this report and marked as ‘Annexure B’

ITEM No. 3- RE-APPOINTMENT OF MRS. RENU MUNJAL (DIN: 00012870) AS

MANAGING DIRECTOR FOR THE PERIOD OF 5 (FIVE) YEARS AND FIXATION OF

REMUNERATION THEREOF

Based on the aforesaid result, I report that, the Ordinary Resolution as contained in Item

No. 3 of the Postal Ballot Notice dated May 25, 2020, has been passed with requisite

majority required for it.

The detailed break up of voting through Remote e-voting in respect of the above

Resolution is attached to this report and marked as ‘Annexure C’

Special Resolution

Particulars Number of Valid Votes Percentage of valid

votes (%) e-Votes Postal

ballot Total

Assent 11,89,53,520

N.A.

11,89,53,520 100

Dissent 0 0 0

Total 11,89,53,520 11,89,53,520 100

Ordinary Resolution

Particulars Number of Valid Votes Percentage of valid

votes (%) e-Votes Postal

ballot Total

Assent 11,89,53,520

N.A.

11,89,53,520 100

Dissent 0 0 0

Total 11,89,53,520 11,89,53,520 100

Annexure-A

A detailed summary of the voting through e-voting is given herein below:

A. VOTING THROUGH REMOTE E-VOTING:

Particulars No. of

Shareholders No. of Equity

Shares

Paid-up value of the Equity Shares

(In Rs.)

% of total paid-up equity

capital as on cut-off date (22.05.2020)

a) Total votes received

40 11,89,53,520

1,13,18,52,287

93.13

b) Less: Invalid votes

0 0 0 0

c) Net Valid votes cast

40 11,89,53,520 1,13,18,52,287

93.13

d) Votes with

assent for the

resolution

40 11,89,53,520 1,13,18,52,287

93.13

e) Votes with

dissent for the

resolution

0 0 0 0

Annexure-B

A detailed summary of the voting through e-voting is given herein below:

B. VOTING THROUGH REMOTE E-VOTING:

Particulars No. of

Shareholders No. of Equity

Shares

Paid-up value of the Equity Shares

(In Rs.)

% of total paid-up equity

capital as on cut-off date (22.05.2020)

a) Total votes received

40 11,89,53,520

1,13,18,52,287

93.13

b) Less: Invalid votes

0 0 0 0

c) Net Valid votes cast

40 11,89,53,520 1,13,18,52,287

93.13

d) Votes with

assent for the

resolution

40 11,89,53,520 1,13,18,52,287

93.13

e) Votes with

dissent for the

resolution

0 0 0 0

Annexure-C

A detailed summary of the voting through e-voting is given herein below:

C. VOTING THROUGH REMOTE E-VOTING:

Particulars No. of

Shareholders No. of Equity

Shares

Paid-up value of the Equity Shares

(In Rs.)

% of total paid-up equity

capital as on cut-off date (22.05.2020)

a) Total votes received

40 11,89,53,520

1,13,18,52,287

93.13

b) Less: Invalid votes

0 0 0 0

c) Net Valid votes cast

40 11,89,53,520 1,13,18,52,287

93.13

d) Votes with

assent for the

resolution

40 11,89,53,520 1,13,18,52,287

93.13

e) Votes with

dissent for the

resolution

0 0 0 0