Dept of Corporate Services (CRD) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai· 400001

Scrip Code: 524202

LACTOSE (IND/A) LIMITED Govt. recognised Export House

CIN: L15201GJ1991PLC015186

Sub: Proceeding of the 27 th Annual General Meeting (AGM) of the Company

Dear Sir,

We wish to inform you that the Shareholders of the Company at the 27 11' Annual General Meeting held on Wednesday, 26"' September, 2018 commenced at 09,00 a.m. and

concluded at 11:30 a.m. at Survey No, 6, Village Poicha (Rania), Savli, District ·• Vadodara, Gujarat·· 391780 and the business mentioned in the Notice dated 19"' July, 2018 were transacted,

Proceedings of the 27'° Annual General Meeting of the Company is enclosed herewith.

The aforesaid information is also available on website of tile company \,Y�'NJacJosc ind i a ,com

Kindly acknowledge the receipt and take the same on record.

Thanking You,

y.t,.-,,""r

b(:i�"'./// Suyog Chaukar Company Secretary Membership No.: 49734

Place: Mumbai Date: 27 1h September, 2018

02, Gnnwd .Floor1 "A' \Vingi Navbh:tr.if Estatr, :lakari�l Bundcr Road, St•wri (\V), !\-1umbui � 400 015. India I. : 91-22-24 l l 7030 I 31 / 32 Fax : 91-22-24117034 E-mail : lac(osc@vrnl.com Website: www.lac!o.sdndialimitcd,com·gd, Office : Survey No. 6, Village Poicha (Rania), 'l'aluka Savli, Distril'I Vadndarn, Gujarat , J<Jl 780 India

LACTOSE (INDIA) LIMITED Govt. recognised Export House CIN: L15201GJ1991PLC015186

PROCEEDING OF THE 27TH ANNUAL GENERAL MEEETING OF THE LACTOSE {INDIA)

LIMITFD HELD ON WEDNESDAY, 2Gr 11 SEPTEMBER, 2018 COMJVJ~NCED AT 09:00A.M.

AI\ID CONCLUDED AT 11: 30 A.M. AT SURVEY NO.6, VILLAGE POICHA (RANIA), SAVLI,

DISTRICT- VADODRA, GUJARAT- 391780

1. Chairman:

Mr. Shyamsunder Toshniwal took the chair and then the meeting commenced under his

Chairmanship.

2. Quorum:

The required quorum for the meeting was present, the Chairman ascertained the same

& then ordered to proceed.

3. Chairman's Statement:

The Chairman extended a warm welcome to the shareholders, members of the Board

of Directors and other invitees present at the 27 11' Annual General Meeting of the

Company. He then stated that the Register of Directors and Key Managerial l'ersonnel

and their Shareholding u/s. 170 of the Companies Act, 2013 and other records and

documents mention in the notice of the Annual General Meeting and explanatory

statement u/s. 102 of the Companies Act, 2013 were available for the inspection by

the shareholders during the continuation of the meeting.

With the consent of the shareholders present, the Chairman took the Notice convening

the 27'" Annual General Meeting, Explanatory Statement u/s. 102 of the Companies

Act, 2013 and the Annual Report for the financial year ended 31" March, 2018, having

already been circulated to the members, as read.

The Chairman then requested Mr. Atul Maheshwari, IVIanaging Director of the Company

to give a l>rief view about the financial performance of the Company, Economic and

Industrial Outlook and future prospectus of the Cornpany.

-02, Ground Floor, 'A' Wing, N<~vbharaf Estate, !,:akaria Bunder Hoad, Se\\'l'i (\V), Mumbai .. 400 OlS. India el. : 91-22·24 fl 7030 I 31 I 32 Fax : 91-22·24 I! 7034 E-mail : laclosc@vsnl.com Website: www.lactosdndialimitcd.t·om

cgd. Office : Survey No. 6, Village Poicha (l~ania), Taluka Savli, Distric( Vadodarn, Gujaraf '" 391 780 India

4. Auditors Report:

LACTOSE (!NOIA) LIMITED Govt. recognised Export House

CIN: L 15201GJ1991PLC015186

The Company Secretary read out the report of the Statutory Auditors M/s. ICM. Tulsian

& Associates, Chartered Accountants having firm registration no. 111075W to the

Shareholders of the Company for the financial year ended 31" March, 2018.

5. Consideration of Agenda Items and decision thereon:

The Company Secretary briefed the shareholders about the requirement of providing

e-voting facility to the shareholders by listed entities in terms of provisions of Section

108 of tlH, Companies Act, 2013 read with l\ule 20 of the Companies (Management and

Administration) Rules 2014 as substituted by the Companies (Management and

Administration) Amendment Rules, 7015 {',\mended Rules 2015') and Regulation 44 nf

the ,HJI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

He stated that as per the applicable provisions of the Companies Act, 2013 and Rules

thereunaer, the Company had provided remote e-voting facility to its shareholders to

exercise their vote throuch e-voting platform CDSL. The process of e-voting started on

Saturday, September 22, 2018 al 09:00 J.m. which was open for 4 days and the same

was concluded on Tuesday, September 25, 2018 at 05:00 p.m.

He then drew attention of the members at the Ballot paper which were distributed to

the members and proxies present at the meeting but had not casted their votes by

availing the remote e-voting facility. He said the all such members and proxies can

exercise their vote by use of such Ballot Paper. He further stated that after discussion

on the agenda items as set out in the Notice of the 27 th Annual General Meeting, the

Scrutinizer will conduct the Ballot Paper voting process. The normal practice of voting

of show of hands are no more applicable to the Companies.

He further informed the shareholders that the Board of Director of the Cofl'pany had

appointee Mrs. Priti Jajodia, Practising Company Secretary as scrutinizer lo scrutinize

thee-voting and poll process, the scrutinizer has submitted her report one-voting and

poll process carried out by the shareholders to her containing requisite detail of

voting.

:-02, Ground Floor, 'A' Wing, :>iHvbharat Estate, Zalrnria Bunder Road, Scwri (W), Mumbai • 400 015. India 'cl. : 91-22-24fl 7030 / 31 132 Fax : 91-22-241! 7(134 [-mail : laciosc@vsnl.com Wchsitc: www.lactosrindialimitcd.com

lcgd. Office : Survey No. 6, Villag,, Poidrn (Rania), Talulrn Savli, Oisfrkt Vadodarn, Gujarat . 391 780 India

LACTOSE {IND/A) LIMITED Govt. recognised Export House

CIN: L15201GJ1991PLC015186

The following items as set out in the Notice convening the AGM were transacted at the meeting:

r;:·.r .

Particulars ··----rR;tr�

l

tnt

�;;/;;��;:�t l Adoption of Audited Financial Staterne�t

.��-· Ordinary

2

3

Company for the financial year ended 31 st March, 2018, the Reports of the Board of Directors and A_uditors ther_e"�.i... _ __ To appoint a Director in place of Mr. Shyamsunder Toshniwal (DIN: 0122351), who retires by rotation and, being eligible, offer herself for re appointment;, To conti�u;·lhe Directu;;1,ip •• of Mr Shy��;·ur,d-;;;-r··· Toshniwal {DIN: 0122351).. who has attained thP ag0 of 78 ars as on 30 11

' May,2018_. --- - ... L ..

Ordinary

Special

The Company representative then invited the Shareholders to give lhe,r con1>r1ents and see% any clarification about the affairs of the Company and the agenda item of the meeting. The shareholders generally complimented the management about the good performance, initiatives undertaken and sought some clarifications rnainly on operation of the Company, new initiatives, future plans etc. The Managing Director answered all the questions and clarifications sought by the shareholders to their complete satisfaction.

The Chairman then concluded the meeting with the vote of thanks .

.....--;, y.-(-1·✓'

C$��-/ S�yog/ch'a u ka rCompany Secreta Membership No.: 49

Place: Mumbai Date: 27 11

' Septernber, 2018

(;-021 Ground Fluor, 'A� \Ving, Navbharn( Esla((\ Z,airnria Hunder Road, Sc\lTi {\V)� Mumbai ,. 400 Oi5. India fol.: 9l-22-24fl 7-030131 ! 32 Fax: 91-22-24117034. F>mail: lactose(,i)vsnl,corn Wchsitc: www.lactOSt'indialimited.com RcgrL Office : S1ll'vey No. 6, Village Poicha (llania), l'ttluka Savli, [)istricl \ladodarn, Gujarnt J9l 780 India