Man Infraconstruction : Postal Ballot

(j;J MAN INFRACONSTRUCTION LIMITED

12th Floor, Krushal Commercial Complex, Above Shoppers Stop, G. M. Road, Chembur (West) , Mumbai - 400089 . India 0 :9122 42463999 J II: 9122 25251589 111 :offlce@manlnfra.comI~ : www.maninfra . com 111 : www.facebook. com/maninfra

25th March, 2022

Sub: Submission of Voting Results of Postal Ballot pursuant to Regulation 44(3) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Report of Scrutinizer pursuant to Section 108 of the Companies Act, 2013

Dear Sir/Madam,

We wish to inform you that the Members of the Company.have duly approved the following resolutions under Postal Ballot Notice dated 11th February, 2022 with requisite majority as follows:

Sr.

No

Particulars

% of shares voted in favor of the resolution

% of shares voted against the resolution

1.

Approval for increase in the borrowing powers of the Company under Section 180(1)(c) of the Companies Act, 2013 as Special ResolutionApproval for Creation of security on the properties of the Company under Section 180(1)(a) of the Companies Act, 2013 as Special Resolution

2.

3.Approval of Related Party Transactions as an Ordinary Resolution

77.87%

22.13%

4.Approval for increase in the Authorised Share

99.68%

0.32%

Capital of the Company and consequent aIteration of the Capital Clause of the Memorandum of Association of the Company as

s.

an Ordinary Resolutlon

Approval for Fund raisina as Special Resolution

Approval for Adoption of new set of Articles of

6.

Association as Special .Resolution

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~ MAN INFRACONSTRUCTION LIMITED

12th Fl oor, Kr ushal Commercial Com plex, Above Shoppers Stop, G. M. Ro ad, Chem bur (West), Mu mb a i - 400 089. In dia 0 :9122 42463999 I Ii: 9122 2525158 9 111: o ffi c e@maninfra .c omI~ : www . m an infra .com I Ii :www.face b oo k.com/mani nfra

Accordingly, we declare that all the resolutions as set out in the Postal Ballot Notice dated

11th February, 2022 have been passed with requisite majority by the Members of the Company.

Therefore, please find enclosed following:

• 1. Report of the Scrutinizer dated March 25, 2022 pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration), Rules, 2014;

• 2. Voting Results of Postal Ballot through Remote e-voting pursuant to Regulation 44(3) of the SEBI (Listing Obllgatlons and Disclosure Requirements) Regulations, 2015.

The above are also being uploaded on the Company's website viz. www. manjnfra .com You are requested to take the above on record.

Thanking You,

Yours faithfully,

For Man Infraconstruction Limited

Durge Dingankar

Company Secretary Membership No. F7007

encl: As above

$.gtfti & ~sociates

COMPANY SECRETARIES

A-303, Prathamesh, 3rd Floor, Raghuvans hl Mills Compound, 11-12. Senapati Bapal Marg, Lower Parel (W), Mum b ai - 400 013.

Tel. : 4076 444412491 1222 • Fa x : 4076 4466 • E-mail : associates.rathlB @gmall.com

March 25, 2022

The Chainnan I Comp any Secretary

Man Infraconstruction Limited

12th Floor, Kr u shal Commercial Complex,

Above Shoppers Stop, C. M. Road,

Chembur (West),

Mumbai - 400 089

Dear Sir,

Sub: Scrutinizer's Report on Postal Ballot conducte d as per Section 110 of the

Companies Act. 2013 read w ith the Companies (Management and Administration) Rules, 2014

Man Infraconstmction Limited ('th e Company') has vide resolut ion passed by its Board of Directors al Lh cir mce1ing held on febr u ary 11 , 2022, appointed the unde rs ig n ed as the Scruti nizer lo ensure !ha t the process of votin g by Pos la l Ba llot vidt! Notice of Postal I3allot dated Feb ru ary 11, 2022 is conducted in the maimer prescribed under Section 108 & Sec tion 110 of the Companies Act, 2013 ('the Act') mad with the Companies (Management and Adminis tration) Rules, 2014 ("the Rules of Chapter VII") and oth er applicable provisions of the Act ill1d the Rules made thereunder including Genera l Circular No. 14/2020 d a ted April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated Septem ber 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated Jm1e 23, 2021 and 20/2021 dated December 8, 2021 read with o ther rele vant dn.:ulars issued by the Ministry of Corpora te Affairs and Regulation 44 of SE!31 (Listing Ob li ga tions •md Disclosure Hequiremcnls) Regul ~1ti ons, 2015 and o lher applicable J{egulations (incl uding any statutory modifi ca tio n or re- enactment thereof for Lhe time being in force and as amended from time to time).

As required und er Section 110 read with Rule 22 of the Ru les of Ch apter VII of the Act, a Notice of Poslal Ballot dated February 11, 2022 along with the Explanatory Statement under Section 102 o( the Compani es /ct, 2013 was senl lo the sh a reholders through e lectronic means to vote lhrnu gh lhc mechanism of r emo te e- vo ling in accordance with the provisions of the Act and Rules made thereunde r on the fo ll owing resolutions:

Pagel of 11

• 1. Resolution No. 1 as a Special Resolution under Section 180(1)(c) and other applicable provisions, ii any, of the Comp<> Acl, 2013, for seeking approval to borrow for and on behalf of the Company any sum or sums of money(ies) which together with monies alrl'ady borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordina ry course of business) which in aggregate may exceed its Paid-up Share Capital, Free Reserves and Securities Premium of the Company but shall be subject to a maximum limit of Rs. 1,200 c.:rores (Rupees One 111ousa_nd Two Hundred Crores only).

• 2. Resolution No. 2 as a Special Resolution tmder Section 180(1)(a) of the Compunies Act, 2013, for consent of the Members to the I3oard of Directors to mortgage and/or charge and/or hypothecate all or any of th{;) movabl1.: or immovable properties in such form and manner and with such ranking and al such ti me and on such terms as the Board m.iy in its absolute discretion de termine wherever situated, bo th present and future, the whole or substantially whole of the undertaking or the undertakings of the Company for th e purpose of secu rin g any loa_n obtaiX1ed or proposed to be obtained by lhe Company frorn the concerned lender/financial instilution/s or pcrson(s) for an amow1t not exceeding Rs. 1,200 crores (Rupees One Thousand Two Hundred Crorcs only) together with interest, costs1 charges, expenses and any other m oney payable under the respective arrangement to be entered into/to be entered by the Company to the concern lenders.

• 3. Resolution No. 3 as an Ordinary Resolution under Section 188 and other applicable provisions of the Companies Act, 2013 r ead with the Companies (Meetings of Board and ils Powers) Rules, 2014 and Regulation 23 of t he SEBI (Listing Obligations and Disclosure l{equiremcnts) Regulations, 2015 governing the related party transactions, consent for arrangements/ transactions (including transfer of resource, service or obligation) to be enlen:d into by the Company with rel.itcd p.irties as per the det,1i ls f1.1rnishcd in the resolution and to make material modifications thereto by altering and/or vMying lht~ said terms a nd conditions fo r such arrangemen ts/ transact'io:ns; wilhoul fi.1rther reference to th e shareholders of the Company, in sud1 mmui er as may be d ecided by the Audit Committee from time to time.

4. Resolution No. 4 as an Ordinary Resolution for increase in the Authorised Share

Capital of Lhe Company from existing Rs. 81,00,00,000/- (Rupees Eighty- one Crores only) divided inlo 40,50,00,000 (Forty Crore Fifty Lakhs) Equity Shares of Rs. 2/- (Rupees Two Only) each to l{s. 90,00,00,000/- (l{upees N inety Crorcs only) divided inlo 45,00,00,000 (Forty-five Crorcs) Equity Shares of Rs. 2/- (Rupees Two

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Only) each i.e. by creation of additional 4,50,00,000 (Four Crom Fifty Lakh) Equity Shares of Rs. 2/- (Rupees Two Only) each and consequent alteration of the Clause V(a) (Capital Clause) of the Memorandum of Association of the Company.

5.

Resolution No. 5 as a Special Resolution pursuant to the provisions of Sections 23, 41, 42, 62, 71 a.nd 179 and other applicable provisions, if any, of the Compantes Act, 2013 a.nd Rules made thereunder including the Companies (Prospecti..1s and Allotment of Securities) H.ules, 20"14 and the Companies (Share Capital and Debentures) Ruks, 2014 (<> including any arnendment(s), statutory modification(s) or re-enactment thereof) (''the Act and Rules"), and in accordance with the provisions of the Meinorandum of Association and Articles of Association of the Company, the Foreign Exchange Management Act. 1999 and the rules and regulation framed thereimder, as amended (the "FEMA"), including the Foreign Exchange Management (Debt Instruments) Reg1.1lations, 2019, Foreig11 Exchange Management (Non-debt lnsh1.unents) Regulations, 2019, as amended, the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme, 1993, as amended, the Depository Receipts Scheme, 2014, as amended, the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended ("Debt Listing Regulations"), the 5 current Consolidated FDI Policy, as amended, is:sued by the Department of Promotion of InduslTy and Internal Trade, Ministry of Commerce and Industry, Government of India find in ac<:ord~nci;: with thi;: n .tles, regulations, guidelines, notifications, circulars and clarifications issued thereon from lime to time by Government of India (the "Gol"), the Rt:serve Bank of India (the "RBI"), and the Securities and Exchange Board of India (the "SEBI") the Stock Exchanges, Ministry of Corporate Affairs ("MCA"), the Registrar of Companies, Maharashtra at Mumbai and/or any other competent authorities, whether in India or abroad, and including the Securities and Exchange Board of India (1ssue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBl 1CDR Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) I<_cgulations2c_>, as amended (the "SEBl LODR Regulation:s"), the wuform listing agrct:ments entered into by the Company with the stock exchanges on which th e Company's shares are listed (the "Listing Agreements'') and subject lo necessary approvals, permissions, consents and sanctions as may be necessary from SEBI, Stock Exchanges, MCA, H.Bl, Go! or any concerned statutory, regulatory, govcmmcnlal or any other authority, as may be required in this regard and further subject to suc:h terms and conditions or modifications as rnay be~ pres cribed or imposed by any of them while g ranting any such approvals, permissions, consents and sanctions, the consent, authority and approval of the members of the Company to lhe Board to offer, issue, and allot (including with provisions for reservations on firm and/or competitive basis, or

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