SHIV HARI JALAN RCOM., F.C.A., F.C.S. COMPANY SECRETARY

104, MAHAVIR BUI LDING, 44/46, POPATWADI LANE, KALB ADEVI , MUMBAI-400002 Telephone: 22 07583 4, 220758 35, Mob ile: 9869035 834, em ail : shiv harijalancs tgjgrna il.co m

FORM NO.MGT-13 SCRUTINIZ ER'S REPORT

(Pursuant to section 109 of the companies ACT, 2013 and rule 2 \(2) of the companies (Management and administration) Rules, 20 14

To The Chairman 291h Annual General Meeting of the Equity Shareholders Of LINEAR INDUSTRIES LIMITED held on 24th September 2016 At 01.30 P.M. at 116, 11th Floor, Plot-223, Maker Chambers-III, Jamnalal Bajaj Marg, Narima n Point, Mumbai-400021.

Dear Sir,

I, Shiv Hari Jalan, Company Secretary in whole time Practice, appointed as Scrutinizer(s) by the Board of Directors of Linear Industries Limited for the purpose of scrutinizing the poll process under the provision of section 109 of the Act read with Rule 21 of the companies (Management and administration) Rules, 2014, on the resolutions contained in the notice to the 29th Annual General Meeting of the members of the Company, held on 24th September 2016 At 0\.30 P.M. at 1]6, 11 th Floor, Plot-223, Maker Chambers-III, Jamnalal Bajaj Marg, Nariman Point, Mumbai-400021 , submit my report as under:

1. After the time fixed for closing of the poll by the chairman, The ballot box kept for polling was locked in my presence with due identification marks placed by me.

2. The locked ballot box was subsequently opened in my presence and in presence of two witnesses and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the registrar and share transfer agents of the company, Mis. Sharex Dynamic (India) Pvt. Ltd., Mumbai and the authorizations/proxies lodged with the company.

3. No poll papers were incomplete andlor defective.

4. The result of the poll is attached herewith as Ann exure "A".

5. Compilation of data containing a list of equity shareholders who voted "FOR", "AGA INST" and those whose votes were declared invalid for each resolution is enclosed.

6. The Poll papers and all other relevant records were sealed and handed over to the Director for safe keeping.

Thanking You,

~~~ Place: Mumbai SHIV HARl JALAN

COMPANY SECRETARY Date: 26.09.2016 C.P.NO. : 4226

FCS : 5703

Witness-L:

Signature: ~

Witness -2

Signature: & \f'('Uu-­

Name: \.l · ,.r~ ()-,L'f~ -C:\.

Linear Industr ies Limited - 29t h annual general meeting he ld on 24th Septem ber, 201 6.

RUSULTS OF POLL Annexure-A

Ordinary Resolution: Item no.I - To receive, consider and ado pt the audited financial statement of the Company for the financi al year ended March 3 1, 20 16, the reports 01the Board of Directors and Auditors thereon :

.. Number of mern bel's Particulars Number of vote cast I % or tot al number 1 present and voting (in by them. votes cast of valid person or by proxy)

-(i) Voted in favour of the resoluti on 31 46 51 ou I (i i) Voted against the resolution 0 0 o

-( i i i) Invalid Votes Total number of member V them Total number of votes cast b

(in person or proxy) whose votes were declared invalid

0 -- - - ----­ -

0 L o _

Ordinary Resolution: Item no. 2 - To appoint a Director in place of Mr . Ad itya As hok. Shah

(DIN 00605 956) who retire s by rotation at this Annual General Meetin g and being e ligib le,

offers hirnsel f for re-appointment:

Particulars Number of mernbel's Number of vote cast % of total number : present and voting (in by them. of valid v otes cast person or by proxy)

(i) Voted in favour of the resolution 31 4651 10 o 1( i i) Voted against the resoluti on 0 0 0

- -(ii i) Invalid Votes Tolal number of member Total number of vo es cast by them I(in person or proxy) whose

votes were declared invalid

0 0 =r= 0

- - -

-----

Ordinary Resolution: Item no. 3 - To rati fication of Ap pointment of Mzs, Jain Bafna and Co.,

Chartered Accountant (F irm Registrat ion no.127 905W) as statutory auditors of the company:

Number of vote cast % or total number present and voting (in Number of members Particulars

of valid votes cast person or by proxy)

by them.

(i) Voted in favour of the resolution 31 4651 100 (ii) 0Voted against the resolution o 0

f- ,1(iTT) 1Invalid Votes Total number of member Total number of votes cast by them (in person or proxy) whose votes were declared invalid

-0 0 ] 0--_ . . -

Ordinar y Resolution: Item no. 4 - Appointment of Mr. Jaswant Kum ar Gupt a (DIN:

030808 46) as an Independent Director of the Comp any:

Particulars

(i) Voted in favour of the resolution (ii ) Voted against the resolution (ii i) Invalid Votes

Number of members Number of vote cast % or total numb present and voting (in by them. of valid votes cast person or by proxy)

-3 \ 4651 100 0 0 a

- - -Total number of member Total number 01' votes cast bv them (in person or proxy) whose votes were declared invalid - -­a 0 0

-

Ordinary Resolution: Item no. 5 - Appointment of Mr. Shashank Ashok Shah (DIN:

00604 038) as Mana ging Director of the Company:

Particul ars Number of members Number or vote cast % of total Ilumber present and voting (in by them. of valid vat es cast person or by proxy)

( i ) I Voted in favour of the resolution 31 4651 I -(ii) Voted against the resolution 0 a (iii) Invalid Votes Total number of member Total number of VOLes cast by th

(in person or proxy) whose votes were declared invalid

0 0 i (JI -~ . - - . ~

100 0