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BENARES HOTELS LIMITED

CIN: L55101UP1971PLC003480

Corporate Office: Taj Palace, Sardar Patel Marg, New Delhi - 110021

Phone: 011 6650 3549/3704, 26110202 | Website: www.benareshotelslimited.com

Registered Office: Nadesar Palace Compound, Varanasi - 221 002 Tel.: 0542 666 0001

September 29, 2020 BSE Limited

Corporate Relationship Department, 1st Floor, New Trading Ring,

Rotunda Building, P.J Towers, Dalal Street, Fort,

Mumbai – 400 001 Scrip Code: 509438

Sub: VOTING RESULTS AND SCRUTINIZER’S REPORT OF THE 49TH ANNUAL GENERAL MEETING (“AGM”) OF THE COMPANY HELD ON SEPTEMBER 29, 2020

Dear Sirs,

In terms of the General Circular dated May 5, 2020 read with General Circulars dated April 8, 2020 and April 13, 2020 issued by the Ministry of Corporate Affairs (“MCA”) and in compliance with the with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the 49th AGM of

the Company was held on Tuesday, September 29, 2020 at 3.00 p.m. (IST) via two-way Video Conference / Other Audio Visual Means, to transact the business as stated in the Notice dated May 28, 2020 convening the AGM.

In this regard, please find enclosed the following:

1. Voting Results of the business transacted at the AGM, as required under Regulation 44(3) of the Listing Regulations - Annexure A.

2. Report of the Scrutinizer dated September 29, 2020, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 - Annexure B.

The Voting Results along with the Scrutinizer's Report dated September 29, 2020 is made available on the Company's website at www.benareshotelslimited.com and on the Notice Board at the Registered Office of the Company. The results will also be uploaded on NSDL website at

www.nsdl.co.in.

You are requested to kindly take the same on record. Thanking you,

Yours faithfully,

for Benares Hotels Ltd.

Vanika Mahajan Company Secretary Encl. a/a

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BENARES HOTELS LIMITED

CIN: L55101UP1971PLC003480

Corporate Office: Taj Palace, Sardar Patel Marg, New Delhi - 110021

Phone: 011 6650 3549/3704, 26110202 | Website: www.benareshotelslimited.com

Registered Office: Nadesar Palace Compound, Varanasi - 221 002 Tel.: 0542 666 0001

Annexure A

BENARES HOTELS LIMITED

Voting Results: 49

th

AGM - 29.09.2020

Regulation 44(3) of the SEBI (Listing Obligations and Disclosures Requirements)

Regulations, 2015

Date of AGM

29-09-2020

Record date

22-09-2020

Total number of shareholders on record date

4871

No. of shareholders present in the meeting either in person or through proxy

a) Promoters and Promoter group

N.A.

b) Public

N.A.

No. of shareholders attended the meeting through video conferencing

a) Promoters and Promoter group

08

b) Public

32

No. of resolution passed in the meeting

3

Yours sincerely,

For Benares Hotels Limited

VANIKA MAHAJAN

Company Secretary

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[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100 E-Voting 760335 93.4721 760335 0 100.0000 0.0000 Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 Total 760335 93.4721 760335 0 100.0000 0.0000 E-Voting 0 0.0000 0 0 0.0000 0.0000 Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 Total 0 0.0000 0 0 0.0000 0.0000 E-Voting 27374 5.6260 27274 100 99.6347 0.3653 Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 Total 27374 5.6260 27274 100 99.6347 0.3653 Total 1300000 787709 60.5930 787609 100 99.9873 0.0127 No. of Votes – in favour No. of Votes –Against % of Votes in favour on votes polled % of Votes against on votes polled Public Institutions

Public Non Institutions

813435

0

486565 Promoter and Promoter

Group Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on outstanding shares

Benares Hotels Limited

Resolution Required : (Ordinary) 1 - Adoption of Annual Accounts for Financial ended March 31, 2020

To receive, consider and adopt the Audited Financial Statements of the Company forthe financial year ended March 31, 2020 together with the Reports of the Board of Directors and the Auditors thereon

Whether promoter/ promoter group are interested in

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[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100 E-Voting 760335 93.4721 760335 0 100.0000 0.0000 Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 Total 760335 93.4721 760335 0 100.0000 0.0000 E-Voting 0 0.0000 0 0 0.0000 0.0000 Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 Total 0 0.0000 0 0 0.0000 0.0000 E-Voting 27374 5.6260 27274 100 99.6347 0.3653 Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 Total 27374 5.6260 27274 100 99.6347 0.3653 Total 1300000 787709 60.5930 787609 100 99.9873 0.0127 No. of Votes – in favour No. of Votes –Against % of Votes in favour on votes polled % of Votes against on votes polled Public Institutions

Public Non Institutions

813435

0

486565 Promoter and Promoter

Group Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on outstanding shares

Resolution Required : (Ordinary) 2 - Declaration of Dividend for FY 2019-20

To declare a dividend on Equity Shares for the financial year 2019-2020. Whether promoter/ promoter group are interested in

(5)

[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100 E-Voting 760335 93.4721 760335 0 100.0000 0.0000 Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 Total 760335 93.4721 760335 0 100.0000 0.0000 E-Voting 0 0.0000 0 0 0.0000 0.0000 Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 Total 0 0.0000 0 0 0.0000 0.0000 E-Voting 27374 5.6260 27274 100 99.6347 0.3653 Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot 0 0.0000 0 0 0.0000 0.0000 Total 27374 5.6260 27274 100 99.6347 0.3653 Total 1300000 787709 60.5930 787609 100 99.9873 0.0127 No. of Votes – in favour No. of Votes –Against % of Votes in favour on votes polled % of Votes against on votes polled Public Institutions

Public Non Institutions

813435

0

486565 Promoter and Promoter

Group Category Mode of Voting No. of shares held No. of votes polled % of Votes Polled on outstanding shares

Benares Hotels Limited

Resolution Required : (Ordinary) 3 - Re-appointment of Retiring Director Dr. AnantNarian Singh (DIN 00114728)

To appoint a Director in place of Dr. Anant Narian Singh (DIN 00114728), who retires by rotation and, being eligible, offers himself for re-appointment.

Whether promoter/ promoter group are interested in

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Company Secretaries Beeetaice @ Telephone: +(91)124-4005260,98-110-22619

e-mail: arvindkohli@qmail.com

REPORT OF SCRUTINIZER FORM NO, MGT-13

[Pursuant to Section 108 of Companies Act, 2013 and

Rule 20 of the Campanies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 ]

To,

Dr. Anant Narain Singh

Chairman

Benares Hotels Limited

Nadesar Palace Compund,

Varanasi - 221002

Ref: 49" Annual General Meeting of the Equity Shareholders of “Benares Hotels Limited”, held on September 29, 2020 at 3:00 p.m. held through Video Conferencing (‘VC’) and

Other Audio Visual Means (‘OAVM’) pursuant to the MCA Circular dated May 5, 2020. Sub: Scrutinizer’s Report for the Financial Year 2019-20

Dear Sir,

|, Arvind Kohli, appointed as a scrutinizer by the Board of Directors of Benares Hotels Limited (CIN:L55101UP1971PLC003480) having its Registered Office at Nadesar Palace Compound, Varanasi — 221 002, for conducting the remote e-voting moved on the under mentioned resolution(s), at the 49" Annual General Meeting of the Equity Shareholders of Benares Hotels Limited, held on Tuesday, September 29, 2020 at 3:00 p.m. held though Video Conferencing (‘VC’) and Other Audio Visual Means (‘OAVM’) pursuant to the MCA Circular dated May 5, 2020, submit my report as under:

| was also appointed as Scrutinizer to scrutinize the voting process at the said AGM held on September 29, 2020.

To enable wider participation by Shareholders, in the e-voting process and pursuant to provisions of Section 108 of the Companies Act, 2013 (the Act) and the Rules Framed thereunder and as required under SEB! (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Company had provided remote e-voting facility to its Shareholders. The remote e-voting period commenced on Thursday, September 24, 2020 (9:00 a.m. IST) and ended on Monday, September 28, 2020 (5:00 p.m. IST).During this period Members of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., September 22, 2020 could cast their vote by remote e-voting.

1|Pageof 5

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199, Sector 7, Urban Estate, Gurgaon 122001

Telephone: +(91)124-4005260,98-110-22619 e-mail: arvindkohli@qmail.com

Arvind Kohli & Associates

Company Secretaries

oS

The Members who were present at the Meeting by (‘VC’) or by (‘OAVM’) but had not cast their votes by availing the remote e-voting facility, were allowed to vote electronically at the meeting.

After the e-voting was concluded through Video Conferencing and Other Audio Visual Means pursuant to the:MCA Circular dated May 5, 2020, the electronic votes cast were unlocked by me in the presence of two witnesses who were not in the employment of the Company. Subsequently the votes cast were reconciled with the records maintained by the Company and the authorizations lodged with the Company.

The result of e-voting is as under:

Resolutions No. 1: To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2020 together with the Reports of the Board of Directors and the Auditors thereon.

i. Voted in favour of the resolution:

Number of Members voting electronically

Number of votes cast by

them

% of total number of valid

votes cast

47

787609

99.988

Voted against the resolution:

Number of Members voting electronically

Number of votes cast by them

% of total number of valid

votes cast

2

100

0.012 Invalid votes: Number of Members voting electronically

Number of votes cast by them

% of total number of valid

votes cast

NLA

N.A

NLA

(8)

Arvind Kohli & Associates

Company Secretaries

es

199, Sector 7, Urban Estate, Gurgaon 122001

Telephone: +(91)124-4005260,98-110-22619 e-mail: arvindkchli@qmail.com

Resolution No. 2: To declare a dividend on Equity Shares for the Financial Year 2019-20.

iii.

Voted in favour of the resolution:

Number of Members voting electronically

Number of votes cast by

them

% of total number of valid

votes cast

47

787609

99.988

Voted against the resolution:

Number of Members voting electronically

Number of votes cast by them

% of total number of valid votes cast

2

100

0.012

Invalid votes: Number of Members voting electronically

Number of votes cast by them

% of total number of valid

votes cast

N.A

N.A

N.A

Resolution No. 3: To appoint a Director in place of Dr. Anant Narian Singh (DIN 00114728) who retires by rotation and, being eligible, offers himself for re-appointment.

Voted in favour of the resolution:

Number of Members Number of votes cast by | % of total number of valid

voting electronically them votes cast

47

787609

99.988

Voted against the resolution:

Number of Members Number of votes cast by % of total number of valid

voting electronically them votes cast

2 100 0.012

Invalid votes:

Number of Members Number of votes cast by | % of total number of valid

voting electronically them votes cast

NLA NLA NA

3|Paeeet 5

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(9)

Arvind

Kohli & Associates

yaa,

199, Sector 7, Urban Estate, Gurgaon 122001

eS 2 es Telephone: +(91)124-4005260,98-110-22619

e-mail: arvindkehli@gmail.com

A pen drive containing a list of equity shareholders who voted "FOR","AGAINST" and those whose votes were declared "INVALID" for each resolution is enclosed.

| report that-all the Resolutions have been passed by the Shareholders by the requisite majority.

Thank you, Yours faithfully,

For ARVIND KOHLI & ASSOCIATES For BENARES HOTELS LIMITED

Company Secretaries may os

ie

eer

Me . | a \new " i g ]

ARVIND KOHLI

VANIKA MAHAJAN

ey

7

FCS 4434, CP 2818

COMPANY SECRETARY

rat

SCRUTINIZER : (ACS 34515)

Date: September 29, 2020 Date: 29th September, 2020

Place: Gurugram Place: New Delhi

UDIN number F004434B000807940

(10)

Arvind Kohli & Associates 9 Telephone: +(91)124-4005260,98-110-22619

Company Sotreraties e-mail: arvindkohli@gmail.com

BENARES HOTELS LIMITED - Summary of e-voting - AGM - 29.09.2020

Statement of voting received in respect of the Resolution proposed at the AGM of the Company held on

29'*september, 2020.

Resol- Total Votes

ution Resolution Assent % Dissent % Total % Invalid % eat

No.

To receive, consider and adopt the Audited Financial Statements of

the Company for the

ie Financial Year ended

March 31, 2020 together

with the Reports of the

Board of Directors and the Auditors thereon.

Total a oe on | 787609 | 99.988 | 100 | 0.012 | 787709 | 100 |

NIL | NIL | 787709

Resol-

Total Votes

ution Resolution Assent % Dissent % Total % Invalid % cas

No.

To declare a dividend on

2, Equity Shares for the

Financial year 2019-2020.

Total No. of Shareson | 737609 | 99.988

100 | 0.012]

787709 | 100)

NIL | NL | 787709

voting

Ror Total Votes

ution Resolution Assent % Dissent % Total % Invalid % Cast

No.

To appoint a Director in place of Dr, Anant Narian

Singh (DIN 00114728) who

3 retires by rotation and,

being eligible, offers himself for re- appointment.

Total No. of Shares on

: 787609 | 99.988 100 0.012 787709 100 NIL NIL 787709

voting

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