BRABOURNE STADIUM,87, VEER NARIMAN ROAD,MUMBAI - 400 020.

@Hardcastle & Wuud ClN:L99999MH1945PLCOO4581

TEL. : 9122—2253 7658—63

Manufacturing CO. ”d FAX :91-22-22873176

E MAIL : ho@hawcoindia.comWEB : www.hawcoindia.in

Declaration of Results of votinq in relation to the 72"“ Annual General Meeting of the

Company held on 27th September, 2018

(Consolidated Results of remote e-voting and ballot papers)

In terms of applicable provisions of the Companies Act, 2013, Rules made thereunder,Secretarial Standard—2 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, the Company extended remote e—voting facility and voting through ballot

papers to its members to vote on all the resolutions which were proposed at the72nd Annual General Meeting (AGM) of the Company held on Thursday, the27th September, 2018 at 11.00 am at the Registered Office of the Company.

Mr Shailesh Kachalia, Practicing Company Secretary has been appointed as Scrutinizerfor the purpose of scrutinizing the remote e-voting and voting by ballot papers.

The Scrutinizer has submitted his Report after scrutiny of the aforesaid remote e—votingand voting through ballot papers.

On the basis of the above Report, it is hereby declared that all the resolutions as stated in theNotice of the 72"‘1 AGM have been duly approved as per the following details:

Sr. Resolution Number of Votes (Shares) Passed as

No. Ordinary/Special’

l _

"

,

”

ResolutionIn favour ‘

Against Invalid

1. Adoption of the audited financial

statements of the Company forO 0 Ordinary

the year ended March 31,2018. 4'99'194

Percentage 100 O 0 —

2. Re—appointment of

Mr Om Prakash Adukia

(DIN: 00017001), as a Director 4,993,194 0 0 Ordinaryof the Company, liable to retire

by rotation.

Percentage 100 l o 0 -

J

(Hegd Office : Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (l) Pvt. Ltd

Netivali, Kalyan (E) - 421 306. District Thane)

Subject to Mumbai Jurisdiction only.

@ Hardcastle & Waud

Manufacturing Co. Ltd

BRABOURNE STADIUM,

87, VEEFi NARIMAN ROAD.MUMBAI - 400 020.

CIN : L99999MH1945PLCOO4581

TEL. : 9122-2283 7658-63

FAX : 91-22—2287 3176

E MAIL : ho@hawcoindiatcomWEB : www.hawcoindia,in

Ratification of Appointment of

M/s. GMJ & Co, Chartered

Accountants as Statutory Auditors

of the Company and to fix their

remuneration

,, Percentage

Continuation of appointment of

Mr Om Prakash Adukia as a non-

‘executive director of the

‘Company beyond 31.3.2019

Percentage:

4,99,194 O 0 I Ordinary

100 o o l —

,_

,Wfi, , ,

l.

fiv

ll

499,194 0 0 1 Special

“Ea” "d7

9,,-

7

a

The voting rights of holders of 9,650 unclaimed equity shares held in dema’t suspense account

were frozen.

The Scrutinizer’s Report is annexed herewith.

For Hardcastle & Waud Mfg Co. Ltd

Smita Achrekar

Company Secretary

Place: Mumbai

W

Date: 27‘“ September, 2018

(Regd Offlce : Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (I) Pvt. Ltd

Netivali, Kalyan (E) - 421 306, District Thane)

Subject to Mumbai Jurisdiction only.

SHAILESl-I KACHALlA Om Sri Co-op Hsg. Society Ltd

8Com (Hons.)L.L.B, F.C.S ‘A‘ Wing, Flat No.7, 1st floor

Practising Company Secretary Near Shanti Ashram, Borivali (W)Mombai - 400103

Tel12893 9347/ 9892534153

shaileshmay@yahoo,com

27‘" September, 2018

The Chairman of the meetingHARDCASTLE AND WAUD MFG CO. LIMITED

Mail Office. 2nd Floor, Metro Junction Mall of

West Pioneer Properties (I) Pvt Ltd, Netivatl,

Kalyan (E) - 421305

Dear Sir,

Sub: Scrutlnlzer’s Report on voting by elegronlc means condugted pursuant to provision: of

figgtion 108 of the Companigg Act 2013 (“the Act") read with Rule 20 of the

Companie; (Management and Administration) Rules and physical ballot forms

l, Shailssh Kacheila, Practising Company Secretary, was appointed as Scrutinizer by the Board of

Directors of Hardcastle and Waud Mfg Co. Limited (”the Company“) vide its decision dated

25‘“ July. 2014, pursuant to Section 108 of the Act, read with the Rules made thereunder, to conduct

the electronic voting process and to scrutinize the physical ballot forms submitted by shareholders of

the Company, in respect of the below mentioned resolutions to be considered tor passing at the

Seventysecond Annual General Meeting ('AGM") of the Company on 27m September. 2018,

The Notice dated 14‘" August, 2018 convening the said AGM of the Company was sent to the

shareholders in respect of the said mentioned resolutions,

The Company has availed the remote e-voting facility uttered by National Securities Depository Limited

("NSDL”) for conducting remote e-voting by shareholders ol the Company. The Company has also

provided facility of voting by physical ballot papers. at the AGM. to its members who do not have

access to remote e-voting lacility including those who became members of the Company alter dispatch

of the aforesaid notice till the cut-off date of 21 .9,201&

The voting period lor remote e-voting commenced on Monday, 24*“ September, 2018 at 9.00 am. and

ended on Wednesday, 26‘” September, 2018, at 500 pm. The NSDL remote e-voting platform was

thereafter blocked. No Vote was cast through physical ballot, at the AGM and the votes cast under the

remote e-voting lecility were then unblocked in the presence of two witnesses, not in the employment of

the Company. The voting rights of holders of 8650 unclaimed equity shares held in demat suspense?

account were frozen.

Based on the data downloaded from the NSDL remote e-voting system, I have scrutinized and

reviewed the voting through remote e—voting.

I now hereby submit my Report as under on the remit of the voting through electronic means and the

physical ballots in respect or the said Resolutions as under.

Resol item Total No, No.0l‘ Not of No. of 3 No. of Resultutlon oi Votos Valid lnvalid Valid ValidNo. cast Votes Votes Votes cast Votes cast

in favour against1 Adoption of the Evote

_,Evote Evoie Evote Evoto Resolution

audited financial‘

approvedstatements of the 4,993,194 499.194 Nll 4,99,t94 ; Nil byCompany for the

requisiteyear ended Ballot Ballot Ballot Ballot Ballot majority olMarch 31, 2018. Paper Paper Paper Paper Paper people

voting.Nil

‘

Nil Nil_,

Nilm

Nil2 Re-appointment Evote ‘ Evote Evote Evote

,Evote Resolution

of Mr Omt approved

Prakash Adukia 4.99.194 4,539,194 Nil 439,194 Nil by(DIN: 00017001). requisiteas a Director of the Ballot

l Ballot Ballot Ballot Ballot majority ofCompany. liable to Paper l Paper Paper Paper Paper peopleretire by rotation, l

‘voting.

Nil 1' Nil Nil Nil l Nil3 Ratification of Evote

‘

Evote Evote Evote Evote ResolutionAppointment of

approvedM/s. GMJ 8t Cor, 499,194

‘

$99194 Nil 4.99.194 Nil byChartered

5 requisiteAccountants as Ballot l Ballot Ballot l Ballot Ballot majority ofStatutory Auditors Paper 1 Paper , Paper l Paoer Paper peopleof the Company l

voting.and to fix their Nil 1 Nil Nil Nzl Nii

y/

remuneration.7

_

77m

4 Continuation of Evole g‘ Evote Evote Evole Evote Resolutionappointment of

approvedMr Om Prakash 4,99. i94 JEQJEM Nil 13,99,194 Nil byAdukia as a non-

requisiteexecutive director Ballot Ballot Ballot Ballot Ballot majority atof the Company Paper l Paper Paper Paper Paper peoplebeyond 31.32019 l

voting.Nil l Nit Nil Nil Nil

The Register. all other papers and relevant records relating to the voting shall remain in my sale custody untilthe Chairman (oi the meeting called to consider) considers, approves and signs the Minutes of the aforesaidAGM wherealter the same would be handed over to the Company for sale keepingr

Yours faithfully,

P”

f‘

_

r

Shailesh Kachalta ”r

'

' ‘

%

Practising Company Secretary ,

J

FCS No. 1391 t

CP: 3888'

For I-Iardcostlc & Waud Mfg. Go. Ltd.

ML/ 2

MSccremry

BRABOURNE STADIUM,87. VEER NARIMAN ROAD,MUMBAI - 400 020,

@Hardcustle & Waud ClN:L99999MH1945PLCOO4581

. TEL, 1 91-22-2283 7658-63

Manufacturing Co. Ltd FAX 291-2222873176

E MAIL : ho@hawcoindia.comWEB : www.hawcoindia.in

Annexure l

27.09.2018

Voting Resuls pursuant to Regulation 44(3) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Date of the AGM 27th September, 2018

Total No. of shareholders on record date *1332

No. of shareholders present in the meetingeither in person or through authorised

representative or proxy: 20

Promoters and Promoter Group: 18

Public: 2

No. of Shareholders attended the meetingthrough Video Conferencing NA

Promoters and Promoter Group: NA

Public: NA

*

Includes 78 members whose unclaimed equity shares are held in

demat suspense account.

(Regd Olllce : Mall Office, 2nd Floor. Metro Junction Mall of West Pioneer Properties (I) Pvt. Ltd

Netivali, Kalyan (E) - 421 306. District Thane)

Subject to Mumbai Jurisdiction only.

AGENDA WISE

Resolution Required : Ordinary 1 — Adoption of the audited financial statements of the Company for the year ended March 31, 2018‘

Whether promoter/ promoter group are interested

in the agenda I resolution?No

Category Mode of

Voting

% of Votes Polled No. of % of Votes in

No. of shares No. of votes on outstanding Votes -— in No. of Votes favour on votes % of Votes againstheld polled shares favour — Against polled on votes polled[1] [2] [3]=[2I1]*100 [4] [5] [6]=[4I2]*100 [7]=[5l2]*100

E-Voting 499,183 100 499,183 0 100 0

Promoter and Promoter Poll 499,183 NA NA NA NA NA NA

GFOUP Ballot Paper 0 O 0 0 0 0

Total 499,183 499,183 100 499,183 0 100 0

E—Voting O O O 0 O 0

Public institutionsPoll 560 NA NA NA NA NA NA

Ballot Paper 0 O 0 0 0 0

Total 560 0 0 0 0 0 0

E—Voting 11 0.0061 11 O 100

Public Poll *

179,731 NA NA NA NA NA NA

Non Institutions Ballot Paper 0 o o o o 0

Total 179,731 11 0.0061 11 0 100 0

Total 679,474 499,194 73.4677 499,194 0 100 0

*

Includes 9650 unclaimed equity shares held in demat suspense account.

Voting rights of the holders of the said shares were frozen

W\NAUo

O

J all

Resolution Required : Ordinary

2 - Re-appointment of Mr Om Prakash Adukia (DIN: 00017001), as a Director of the Company,liable to retire by rotation.

Whether promoter] promoter group are interested

in the agenda / resolution?NO

Category Mode of

Voting

No. of % of Votes Polled No. of No. of % of Votes in % of Votes

No. of votes on outstanding Votes — in Votes — favour on votes against on votes

shares held polled shares favour Against polled polled[1] [2] [3]=[2I1]*100 [4] [5] [6]=[412]*100 [7]=[512]*1oo

E-Voting 499,183 100 499,183 0 100 O

Promoter and Promoter Poll 499,183 NA NA NA NA NA NA

GFOUP Ballot Paper 0 O 0 0 0 0

Total 499,183 499,183 100 499,183 0 100 0

E-Voting 0 0 O 0 0 0

Public InstitutionsPoll 560 NA NA NA NA NA NA

Ballot Paper 0 0 0 O 0 0

Total 560 0 0 0 0 0 O

E-Voting 11 0.0061 11 0 100 0

Public P0" *

179,731 NA NA NA NA NA NA

Non Institutions Ballot Paper 0 o o o o 0

Total 179,731 11 0.0061 11 0 100 0

Total 679,474 499,194 73.4677 499,194 0 100 0

*

Includes 9650 unclaimed equity shares held in demat suspense account.

Voting rights of the holders of the said shares were frozen,

Resolution Required : Ordinary

3 — Ratification of Appointment of M/s. GMJ & Co, Chartered Accountants as

Statutory Auditors of the Company and to fix their remuneration.

Whether promoter/ promoter group are interested

in the agenda I resolution?No

Category Mode of

Voting

No. of % of Votes Polled No. of No. of % of Votes in % of VotesNo. of votes on outstanding Votes — in Votes — favour on votes against on votes

shares held polled shares favour Against polled polled[1] [2] [3]=[2I1]*100 [4] [5] [6]=[4IZ]*100 [7]=[5I2]*100

E-Voting 499,183 100 499,183 0 100 O

Promoter and Promoter Poll 499,183 NA NA NA NA NA NA

Group Ballot Paper 0 O 0 O 0 0Total 499,183 499,183 100 499,183 0 100 0

E-Voting 0 0 0 0 0 0

Public institutionsPoll 560 NA NA NA NA NA NA

Ballot Paper 0 O 0 O 0 0

Total 560 0 0 0 0 0 0

E~Voting 11 0.0061 11 0 100 0

Public Poll *

179,731 NA NA NA NA NA NA

Non Institutions Ballot Paper 0 o o o o 0

Total 179,731 11 0.0061 11 0 100 0

Total 679,474 499,194 73.4677 499,194 0 100 0

*

Includes 9650 unclaimed equity shares held in demat suspense account,

Voting rights of the holders of the said shares were frozen.

W

Resolution Required : Special

4 — Continuation of appointment of Mr Om Prakash Adukia as a non—executive director of the

Company beyond 31.3.2019

Whether promoter I promoter group are

interested in the agenda I resolution?No

Category Mode of

Voting

No. of % of Votes Polled No. of No. of % of Votes in % of Votes

No. of votes on outstanding Votes — in Votes - favour on votes against on votes

shares held polled shares favour Against polled polled

[1] [2] [3]=[2I1]*1 00 [4] [5] [6]=[4I2]*1 00 [7]=[5I2]*100

E-Voting 499,183 100 499,183 0 100 O

Promoter and Promoter POII 499,183 NA NA NA NA NA NA

GFOUP Ballot Paper 0 O 0 0 O 0

Total 499,183 499,183 100 499,183 0 100 0

E-Voting 0 O O 0 O 0

Public InstitutionsPoll 560 NA NA NA NA NA NA

Ballot Paper 0 0 0 O 0 0

Total 560 0 0 0 0 0 0

E-Voting 11 0.0061 11 O 100 0

Public Poll *

179,731 NA NA NA NA NA NA

Non Institutions Ballot Paper 0 o o o o 0

Total 179,731 11 0.0061 11 0 100 0

Total 679,474 499,194 73.4677 499,194 0 100 0

*

Includes 9650 unclaimed equity shares held in demat suspense account,

Voting rights of the holders of the said shares were frozen.

arr/Hr”

BRABOURNE STADIUM,87. VEER NARIMAN ROAD,MUMBAI - 400 020,

@Hardcustle & Waud CIN : L99999MH1945PLC004581

TEL, : 91-22—2283 7658~63

Manufacturing Co. Ltd FAX :91~22-2257s17e

E MAIL : ho@hawcoindia.comWEB : www.hawcoindia.in

Annexure I

Summarv of Proceedinqs of the 72nd Annual General meetinq

The 72nd Annual General meeting (AGM) of members of Hardcastle And Waud Mfg Co. Ltd ('theCompany’) was held on Thursday, the 27th September, 2018 at 11.00 am at Mall Office, 2nd Floor,Metro Junction Mall of West Pioneer Properties (India) Pvt Ltd, Netivali,Kalyan (E) 421306, Mr

Banwari Lal Jatia, Managing Director was elected to chair the meeting.

The following were present.

Directors

Mr Banwari Lal Jatia Managing Director

Mr O P Adukia Director & Chairman of Stakeholders’ Relationship Committee

Mr S K Trivedi Director & Chairman of Audit Committee and of NRC Committee

In Attendance

Mr Narendra Abhichandani Chief Financial Officer

Ms Smita Achrekar Company Secretary

Mr Shailesh Kachalia Scrutinizer, Practicing Company Secretary

Mr Priyanshu Mehta Representative of GM] & Co., Statutory Auditor

Members Present

In Person 3

Through Authorised Representative 17

By Proxy NIL

The requisite quorum being present the Chairman called the meeting to order.

The Chairman then addressed the shareholders and spoke about current economic scenario and

financial performance of the Company.

The Chairman took, with the permission of members present, Notice of AGM, Directors’ Reportand Audited Accounts for the year ended 3tst March 2018 as read,

(Regd Ofllce : Mali Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (I) Pvt, Ltd

Netivali, Kalyan (E) - 421 806, District Thane)

Subject to Mumbai Jurisdiction only‘

BRABOURNE STADIUM,87, VEEFl NARIMAN ROAD,MUMBAI — 400 020.

MHurdcusfle & Waud CIN:L99999MH1945PLCOO4581

, TEL. ; 91-22-2283 7658433

Manufacturing Co. Ltd FAx :91-22—22873176

E MAIL : ho@hawcoindia.comWEB : www,hawcoindia.in

The Chairman informed members that there were no qualifications, observations or comments on

financial transactions or matters, which may have any adverse effect on functioning of the

Company, mentioned in the auditor’s report within the meaning of Section 145 of the CompaniesAct, 2013, and as a consequence thereof, nothing in the auditor’s report needs to be read out inthis meeting.

He then requested members, who may have any queries, to speak up in an orderly manner. No

queries were raised.

Thereafter he proceeded with the formal business as set out in the Notice of AGM and read out all

the resolution appearing in the said notice.

The following items of business, as per the said Notice were transacted:

1. Adoption of the audited financial statements of the Company for the year ended

March 31, 2018.

2. Re-appointment of Mr Om Prakash Adukia, as a Director of the Company, liable to retire

by rotation.

3. Ratification of appointment of M/s. GMJ & Co., Chartered Accountants as StatutoryAuditors ofthe Company and to fix their remuneration,

4, Continuation of appointment of Mr Om Prakash Adukia as a non-executive director of the

Company beyond 31 .32019.

He stated that those members who have not yet cast their votes electronically or those personswho have acquired shares of the Company and have become members of the Company after

dispatch of the notice convening this Annual General Meeting and holding shares as of the cut—off

date viz 21.9.2018 may do so by means of ballot papers by casting the same in the ballot box

available at the hall.

He further stated that Mr Shailesh Kachalia, Practicing Company Secretary, Scrutinizer is present,who shall supervise the e—voting and ballot voting process and report on the combined votingresults of e-voting and the ballot voting for each of the items as per the said Notice of the AGM.

No member voted through ballot paper.

Thereafter he announced that the results of the voting will be declared and placed on the

Company‘s website www.hawcoindia.in and on the website of NSDL www.evoting.nsdl.com in

accordance with applicable provisions of law.

Vote of thanks was given to the Chair, which he acknowledged.

The Chairman then thanked everyone for attending the meeting and announced conclusion ofthe

meeting.

For Hardcastle & Waud MfgflCofi.’ Ltd

Smita Achrekar

Company Secretary

(Hegd Office : Mall Office, 2nd Floor. Metro Junction Mall of West Pioneer Properties (I) Pvt. Ltd

Netivali, Kalyan (E) - 421 306, District Thane)

Subject to Mumbai Jurisdiction only.