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ABB India Limited AGM Information 2020

Jul 24, 2020

60284_rns_2020-07-24_01ebd29d-6518-4731-9210-1a0523636382.pdf

AGM Information

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REF:INABBAGM 2019AGM-COMPL: July 24, 2020

BSE Limited P.J. Towers Dalal Street Mumbai 400 001 DCS - CRD

5th floor National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C/1, G Block Bandra-Kurla Complex, Bandra (E). Mumbai 400 051 Attn.: Manager, Listing Dept.

Central Depository Services (India) Limited 28th Floor, P.J.Towers Dalal Street, Fort Mumbai 400 001

National Securities Depository Limited Trade World, Kamala Mill Compound Senapati Bapat Marg, Lower Parel Mumbai 400 013

Dear Sirs,

Sub: Ref: 70th' Annual General Meeting - 24.07.2020 and voting results Scrip Code: EQ: 500002 /ABB - ISIN: EQ: INE117A01022 I

With regard to the above subject, please find enclosed the following:

  • (1) Summary of proceedings as required under Regulation 30, Part-A of Schedule -III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and the Chairman Statement as read out during the AGM as Annexure - I
  • (2) Voting results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations as Annexure - II
  • (3) the Companies Management and Administration) Rules, 2014. Report of Scrutinizer dated July 24, 2020 pursuant to the Companies Act, 2013 and (

Please take the above on record.

Thanking you

Yours faithfully For ABB India Limited

  • 's fL» J` f 0 g,/*

B Gururaj General Counsel & Company Secretary FCS 2631

Encl: as above

Brigade Gateway, No 26/1

Bengaluru - 560 O55

Dr. Rajkumar Road, Malleshwaram west

ABB India Limited CIN: L32202KA1949P_C032923 www.abb.com/in

Phone: +91 80 2294 9150 - 54 Fax : +91 80 2294 9148

Annexure - I

Summary of Proceedings of 70"' Annual General Meeting held on JuIY 24, 2020

(" As required under item 13 of Part A in Schedule III of Regulation 30 of Listing Regulations furnish below the summary of proceedings of 70th Annual General Company held on July 24, 2020 at 11.00 AM through Video Conferencing Other Audio Visual Means OAVM"): ,we Meeting (AGM) of the ("VC") I

ItemNo. )Particulars 1.Resolutionrequired 'Mode of Voting 'Remarks
1. AdoptionofAuditedBalance,Audited Profit andSheetLossAccount, Cash Flow Statement forthe year ended December 31 ,2019, Reports of the Directors andthe Auditors thereon. OrdinaryResolution By RemoteE-voting andE-voting duringthe AGM Passed with requisiteMajority.
2. Declaration of Dividend. OrdinaryResolution By RemoteE-voting andE-voting duringthe AGM Passed with requisiteMajority.
3. AppointmentofMr.JeanChristopheDeslarzesasaDirector (DIN: 08064621 ) OrdinaryResolution By RemoteE-voting andE-voting duringthe AGM Passed with requisiteMajority.
4. Appointment of Mr. V KViswanathan as non-executiveindependent director (DIN:01782934) OrdinaryResolution By RemoteE-voting andE-voting duringthe AGM Passed with requisiteMajority.
5. Re-appointment of Mrs. RenuSud Karr ad as non-executiveindependent director (DIN:00008064) SpecialResolution By RemoteE-voting andE-voting duringthe AGM Passed with requisiteMajority.
6. 1Re-appointment of Mr. Darius E.Udwadia as non-executiveindependent director (DIN:00009755)l SpecialResolution By RemoteE-voting andE-voting duringthe AGM Passed with requisiteMajority.
7. Appointment of Mr. MortenWierod as non-executive director(DIN: 08753868) lOrdinaryResolution lBy RemoteE-voting andE-voting during_the AGM Passed with requisiteMajority.
8. Approval of remuneration to theCost Auditor of the Company forFinancial Year 2020. OrdinaryResolution By RemoteE-voting andE-voting duringthe AGM lPassed with requisiteMajority.

For ABB India Limited

'I C»L'-" Ra ' f

B Gururaj General Counsel & Company Secretary FCS 2631

ABB India Limited CIN: _32202KA1949P_C032923 www.abb.com/in

Registered Office and Corporate Office 215t Floor, World Trade Center Brigade Gateway, No. 26/1 Dr. Rajkumar Road, Malleshwaram West Bengaluru - 560 O55

Phone; +91 BO 2294 9150 54 Fax :+91 BO 2294 9148

Chairman's statement 70th Annual General Meeting, Bengaluru, July 24, 2020

Ladies and gentlemen,

On behalf of the Board of Directors of ABB India Limited, I am delighted to welcome you to the 70th Annual General Meeting (AGM) of your company.

This is the first time in the Company's history that we will not be able to meet in person for the AGM. However, I hope that you and your families continue to stay safe and as a responsible corporate citizen, we chose to have this meeting virtually, in order to follow the norms set by the government in India as well as to put safety and health first, as we always do in our Company.

Let me begin by stressing how hard our Managing Director, Sanjeev Sharma, his management team and all employees of ABB India Limited have worked during the COVID-19 crisis. While ensuring our people are kept safe, aware and informed, we stayed in contact with our customers, continued to service them well and made sure that our processes are compliant with government norms. Sanjeev will mention more details on the same in his presentation, but I wanted to start in expressing my gratitude to all employees for the consistent engagement and to you – our shareholders – and other stakeholders for the confidence in our Company during these difficult times.

2019 was the year of consolidation and transformation of businesses in ABB Group across the globe and this included India. Your Company continued its journey of growth and value creation for all stakeholders, while ensuring that the transformation was on track. It successfully navigated a rapidly changing market as a leaner, more customer focused digital industry leader.

In my present speech, I will provide more details about the external environment, an update on ABB's transformation and the growth trajectory with business continuity. Sanjeev will then outline ABB India's strategy, mitigating as strongly as possible the Covid-19 impact on the 2020 performance and address some other highlights.

External environment

2019 was the year of elections in India, with the earlier government returning with a decisive mandate.

India emerged as second largest growth driver of primary energy consumption in the world, behind China, even though it reduced the demand of fossil fuels (BP Energy Statistical Review). The year in review witnessed sporadic pockets of growth. The volatile global market had some conducive consequence for India, like liquidity due to lower interest rates, increase in net Foreign Direct Investments, and relatively stable and lower oil prices.

The government introduced many reforms, including infrastructure projects pipeline or reforms in contract manufacturing to attract more investors and it reduced corporate tax rates by 10 percentage points. In 2019, industries demonstrated a steady pattern of project execution, although a slow-down has been noted in the last few months of the year. The Company continued its focus on the solid fundamentals of quality growth at a time of constricted market opportunities. The growth windows offered in capital goods, limited revival in process industries, transportation and energy were reflected in diverse order books.

Transformation update

The impending divestment of the Power Grids business announced in December 2018 entailed that significant attention and resources were devoted to executing a detailed, consistent demerger plan for India, which is the only location where ABB Group has a publicly listed Company; and there is a strong ABB Power Grids history and identification in the country.

An extremely competent team - globally as well as in India – has overseen the seamless transition. We had allowed ourselves 18 months to implement a smooth separation plan, while continuing to focus on the businesses' performance, which has been on a well-established growth trajectory in the country. By means of an effective and efficient plan as well as thanks to the commitment of the country management and the project taskforce, we delivered to the markets yet another world-class company in ABB Power Products and Systems India Limited. This was done through a market valued demerger, rigorously respecting the regulatory landscape and all statutory formalities within the stipulated timelines. I would like to congratulate Sanjeev and the entire team for this unique effort.

Building a lean, more focused global technology company

Complementing our shift away from power transmission and large-scale infrastructure projects, we have focused on simplifying our business model and operational structure to create a leaner, more agile and customer-focused ABB. The four businesses of Electrification, Motion, Industrial Automation and Robotics & Discrete Automation consistently focused on their respective performance, to ensure that your Company's growth trajectory was on track while the transformation was ongoing.

The four businesses have over the years built a strong foundation in India, allowing them to withstand any temporary headwinds whilst delivering operational and financial excellence.

The digital transformation of industries

Your Company will continue to be a technology leader in the digital transformation of industries. It will be an exemplary corporate citizen that safeguards essential infrastructure, contributes to a more sustainable world, and delivers superior customer experience and financial performance through continued innovation, with a talented, motivated workforce. This essence was reflected in India where ABB has played a pioneering role in introducing greater automation and digitalization in the manufacturing sector. The digital transformation comprises for example the following:

  • Transforming our own operations to smart factories to cater to domestic and global customers more effectively.
  • Transform existing industrial components with the support of sensors for motors, remote monitoring for drives and robots. Approximately 2'000 connected devices in India and 8'000 connected robots spread across the globe "speak" to one another.
  • Our ABB AbilityTM portfolio solutions are deployed for the first time in the cement, steel and mining sectors.
  • Digital solutions like ABB flowmeters or smart power distribution solutions to monitor and save precious natural resources like energy and water across multiple Indian cities.

Self-reliance and innovation in India

With continuous advances in technology, driving an unprecedented rate of development, our customers' businesses in the country are being profoundly impacted. Indian customers are also looking for more complete solutions, combining the right products with leading engineering expertise and domain capability.

Recent developments have resulted in a series of announcements by the government to encourage Indian self-reliance in manufacturing. Global technology and automation companies like ABB have been examples in this respect for decades. For example, ABB's blending solutions to help Indian energy companies to reduce the cost of Liquid Petroleum Gas imports; or a specific software to make Indian steel melt shops safer.

2019 was the third year of double-digit growth for your Company's exports, despite global volatility, with all businesses contributing to "making in India for the world". ABB India has continued its journey of growth in the local markets with five manufacturing locations, 26 factories and 22 product lines. Sanjeev will describe those in detail for you.

Solid performance in 2019 with sustainable operations and diverse workforce

2019 was a year that demonstrated the resilience of our business model. We were able to leverage pockets of growth and progress on cost, profit and cash. Your Company delivered consistently a double-digit growth from 2015 to 2019 (10.5% average), despite an uncertain market and unstable geopolitics. We remain committed to delivering a sustainable dividend and despite the crisis that the world is experiencing, we have proposed a dividend of 240% per share at this AGM.

Also, you will be proud to know that your Company has performed well as a responsible corporate citizen, recycling 90% of the waste in 2019 and therefore ensuring that much lower waste travels to the landfills. Furthermore, we used 54% of green power for our operations, including the Power Grids business. Our 16 community projects helped in improving the lives of around 100,000 people.

In order to build a more inclusive and diverse workforce of the future, your Company worked hard to increase the diversity among employees to represent nation's diverse culture. Our special focus also saw women participation in our workforce increase by almost 50% in the last 2.5 years. We have a high ambition of our diversity journey and this will remain a key management focus area.

Acknowledgements

I am very grateful to all of you shareholders, to our customers, channel partners, suppliers, banks, financial institutions, the Government and other stakeholders for their continued support, partnership and invaluable contribution in facilitating the Company's operations in India, not only in the year 2019 we are reporting on, but in particular for the last difficult months.

I would especially like to thank Sanjeev and his management team for the multi-pronged strategy put in place with joint forces to counter the COVID-19 crisis, and all employees for remaining focused and committed.

I look forward to the continued support of all our shareholders as we advance towards optimizing our operations and playing an important role in the digital transformation of industries in India and beyond. I also thank the ABB Group for their unstinted support to the Company's operations, and my colleagues on the Board for their unfailing guidance. I speak for the board members and for ABB Group when I say that we have full confidence in the fantastic leadership team of your Company to lead the way for next level growth of the businesses in a competent, compliant and transparent manner.

And again, on behalf of the entire Board and all shareholders, I wish to acknowledge the dedication and commitment shown by the management and all employees of your Company.

ABB is well positioned for the post COVID-19 recovery growth cycle, in order to effectively support customers in and outside of India with the latest innovative technology "made in India" in our Electrification, Motion, Industrial Automation as well as Robotics & Discrete Automation businesses.

ANNEXURE-T

No. of shareholders present in the meeting either in person or throughTotal number of shareholders on record datePromoters and Promoter Group:Date of the AGM/EGM ABB INDIA LIMITED
24-07-2020
85377
proxy:
Not Applicable
Public: Not Applicable
No. of Shareholders attended the meeting through Video Conferencing
Promoters and Promoter Group: Η
Public: 59
Resolution No.
Resolution required: (Ordinary/ Special) ORDINARY - Adoption of Financial Statements and Reports of the Board of Directors and the Auditors thereon
$\frac{9}{2}$Whether promoter/ promoter group areinterested in the agenda/resolution?
Category Mode of Voting No. of shares held No. of votes % of Votes Polled No. of Votes-No. of Votes % of Votes in % of Votes Votes Votes
Ξ polled (2) $(3)=[(2)/(1)]$ * 100on outstandingshares in favour (4) against (5) $(6)=[(4)/(2)]*100$favour on votespolled $(7)=[(5)/(2)]*100$against on votespolled Invalid Abstained
E-Voting 158,931,281 100.0000 158,931,281 $\overline{\circ}$ 100.0000 0.0000 0
Poll 158,931,281 $\circ$ 0.0000 $\circ$ $\overline{\circ}$ 0.0000 0.0000 이호 o
Promoter and Promoter Group Postal Ballot (ifapplicable) o 0.0000 0.0000 0.0000 $\circ$ 0
Total 158,931,281 100.0000 158,931,281 $\overline{\circ}$ 100.0000 0.0000 $\bullet$
E-Voting 29,247,307 91.4970 29,247,307 $\overline{\bullet}$ 100.0000 0.0000 $\overline{\circ}$ 20,200
PQ 31,965,303 $\circ$ 0.0000 $\overline{\circ}$ 0.0000 0.0000 ∣○
Public-Institutions Postal Ballot (ifapplicable) $\circ$ 0.0000 o $\overline{\circ}$ 0.0000 0.0000 $\overline{\circ}$
Total 29,247,307 91.497 29,247,307 $\bullet$ 100,0000 0.0000 $\circ$ 20200
E-Voting 1,668,817 7.9423 1,668,792 $\overline{5}$ 99.9985 0.0014 22,271
$\overline{P}$ 21,011,791 1,270 0.0060 1,270 $\overline{\circ}$ 100.0000 0.0000 नन
Public-Non Institutions Postal Ballot (ifapplicable) o 0.0000 ō 0.0000 0.0000 $\circ$
Total 1,670,087 7.9483 1,670,062 25 99.9985 0.0015 $\overline{\bullet}$ 22271
Total 211,908,375 189,848,675 89,5900 189,848,65 25 00.0000 0.0000 c 4247

Resolution No.
Resolution required: (Ordinary/ Special) ORDINARY - Declaration of Dividend
Whether promoter/ promoter group areinterested in the agenda/resolution? $\frac{9}{2}$
Category Mode of Voting No. of shares heldE No. of votespolled (2) % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares No. of Votes - No. of Votes -in favour (4) against (5) $(6)=[(4)/(2)]+100$favour on votes% of Votes inpolled against on votes$(7) = [(5)/(2)] + 100$% of Votespolled Votes Invalid AbstainedVotes
E-Voting 158,931,281 100.0000 158,931,281 $\bar{\circ}$ 100.0000 0.0000 ۰
Poll 158,931,281 0 0.0000 o 0.0000 0.0000 $\overline{\circ}$
Promoter and Promoter Group Postal Ballot (ifapplicable) ō 0.0000 $\overline{\circ}$ ۰ 0.0000 0.0000 $\overline{\circ}$
Total 158,931,281 100.0000 158,931,281 0 100.0000 0.0000 ۰
E-Voting 29,267,507 91.5602 26,891,507 2,376,000 91.8817 8.1182 $\overline{\circ}$
$\overline{5}$ 31,965,303 0 0.0000 ō 0 0.0000 0.0000 $\overline{\circ}$
Public-Institutions Postal Ballot (ifapplicable) $\overline{\circ}$ 0.0000 $\overline{\circ}$ o 0.0000 0.0000 $\overline{\circ}$
Total 29,267,507 91.5602 26,891,507 2,376,000 91.8818 8.1182 $\circ$
E-Voting 1,691,088 8.0483 1,691,070 $\overline{18}$ 99.9989 0.0010 $\overline{\circ}$
$\overline{5}$ 1,270 0.0060 1,270 $\overline{\circ}$ 100.0000 0.0000 $\circ$
Public-Non Institutions Postal Ballot (ifapplicable) 21,011,791 $\overline{\circ}$ 0.0000 $\overline{\circ}$ 0.0000 0.0000 $\overline{\phantom{a}}$ $\circ$
Total 1,692,358 8.0543 1,692,340 $\overline{18}$ 99,9989 0.0011 ۰
Total 211,908,375 189,891,146 89.6100 187,515,128 2,376,018 98.7487 1,2513 c

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Resolution No. E
Resolution required: (Ordinary/ Special) ORDINARY - Appoint ment of a Director
Whether promoter/ promoter group areinterested in the agenda/resolution? No.
Category Mode of Voting No. of shares heldΞ No. of votespolled (2) % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares No. of Votes - No. of Votes -in favour (4) against (5) $(6)=[(4)/(2)]*100$favour on votes% of Votes inpolled against on votes Invalid Abstained$(7) = [(5)/(2)] + 100$% of Votespolled Votes Votes
E-Voting 158,931,281 100.0000 158,931,281 $\overline{\circ}$ 100.0000 0.0000
$\overline{P}$ 158,931,281 $\circ$ 0.0000 $\overline{\circ}$ 0.0000 0.0000 0
Promoter and Promoter Group Postal Ballot (ifapplicable) 0.0000 $\overline{\circ}$ $\mathord{\circ}$ 0.0000 0.0000 $\overline{\circ}$
Total 158,931.281 100.0000 158,931,281 $\overline{\circ}$ 100.0000 0.0000 o
E-Voting 28,545,741 89.3023 28,181,389 364,352 98.7236 1,2763 721,766
$\overline{P}$ 31,965,303 $\overline{\circ}$ 0.0000 $\overline{\circ}$ 0.0000 0.0000 0
Public-Institutions Postal Ballot (ifapplicable) o 0.0000 $\overline{\circ}$ 0.0000 0.0000
Total 28,545,741 89.3023 28,181,389 364,352 98.7236 1.2764 $\overline{\bullet}$ 721766
E-Voting 1,690,886 8.0473 1,690,861 25 99.9985 0.0014 202
Poll 21,011,791 1,270 0.0060 1,270 $\overline{\circ}$ 100.0000 0.0000 o
Public- Non Institutions Postal Ballot (ifapplicable) $\bar{\circ}$ 0.0000 $\bar{\circ}$ 0.0000 0.0000 $\overline{\circ}$
Total 1,692,156 8.0533 1,692,131 $\overline{25}$ 99.9985 0.0015 $\overline{\bullet}$ 202
Total 211,908,375 189,169,178 89.2693 188,804,801 364,377 99.8074 0.1926 $\overline{\phantom{a}}$ 721968

$\overline{d}$ Algebra e dia

Resolution No. 4
Resolution required: (Ordinary/ Special) ORDINARY - Appoint ment of Mr. V K Viswanathan as non-executive independent director
Whether promoter/ promoter group areinterested in the agenda/resolution? ž
Category Mode of Voting No. of shares heldΞ polled (2) No. of votes % of Votes Polled No. of Votes - No. of Votes -$(3)=[(2)/(1)]$ * 100on outstandingshares in favour (4) against (5) $(6) = [(4)/(2)]$ *100favour on votes% of Votes inpolled against on votes Invalid Abstained$(7) = [(5)/(2)]$ *100% of Votespolled Votes Votes
E-Voting 158,931,281 100.0000 158,931,281 $\overline{\circ}$ 100.0000 0.0000 $\overline{\circ}$
Poll 158,931,281 $\overline{\circ}$ 0.0000 0.0000 0.0000 o
Promoter and Promoter Group Postal Ballot (ifapplicable) $\overline{\circ}$ 0.0000 $\overline{\circ}$ 0.0000 0.0000 $\overline{\circ}$
Total 158,931,281 100,0000 158,931,281 $\circ$ 100,0000 0.0000
E-Voting 28,545,741 89.3023 25,817,200 2,728,541 90.4415 9.5584 721,766
Poll 31,965,303 $\overline{\phantom{a}}$ 0.0000 0.0000 0.0000
Public-Institutions Postal Ballot (ifapplicable) $\overline{\phantom{0}}$ 0.0000 0.0000 0.0000 $\overline{\circ}$
Total 28,545,741 89.3023 25,817,200 2,728,541 90.4415 9.5585 721766
E-Voting 1,690,886 8.0473 1,690,861 $\overline{25}$ 99.9985 0.0014 202
$P_{O}$ 21,011,791 1,270 0.0060 1,270 100.0000 0.0000
Public-Non Institutions Postal Ballot (ifapplicable) $\overline{\circ}$ 0.0000 0 0.0000 0.0000 $\overline{\circ}$
Total 1,692,156 8.0533 1,692,131 25 99.9985 0.0015 $\overline{\bullet}$ 202
Total 211.908,375 189,169,178 89.2693 186,440,612 2,728,566 98.5576 1.4424 ۵ 721968

Resolution No. S
Resolution required: (Ordinary/ Special) SPECIAL - Re-Appointment of Mrs. Renu Sud Karnad as a non-executive independent director
Whether promoter/ promoter group areinterested in the agenda/resolution? $\frac{9}{2}$
Category Mode of Voting No. of shares heldΞ No. of votespolled (2) % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares No. of Votes - No. of Votes -in favour (4) against (5) $(6)=[(4)/(2)]*100$favour on votes% of Votes inpolled against on votes Invalid Abstained$(7)=[(5)/(2)]*100$% of Votespolled Votes Votes
E-Voting 158,931,281 100.0000 158,931,281 100.0000 0.0000 $\overline{\phantom{a}}$
Poll 158,931,281 ۰ 0.0000 0.0000 0.0000 $\overline{\bullet}$
Promoter and Promoter Group Postal Ballot (ifapplicable) 0.0000 $\overline{\circ}$ $\overline{\bullet}$ 0.0000 0.0000 $\overline{\circ}$
Total 158,931,281 100.0000 158.931.281 $\overline{\phantom{a}}$ 100.0000 0.0000 O
E-Voting 28,234,418 88.3283 25,025,322 3,209,096 88.6340 11.3659 1,033,089
$\overline{P}$ 31,965,303 0.0000 $\overline{\circ}$ 0.0000 0.0000
Public-Institutions Postal Ballot (ifapplicable) 0.0000 $\overline{\circ}$ 0.0000 0.0000 $\overline{\circ}$ $\overline{\circ}$
Total 28,234,418 88.3283 25,025,322 3,209,096 88.6341 11.3659 $\overline{\bullet}$ 1033089
E-Voting 1,691,088 8.0483 1,689,562 1,526 99.9097 0.0902
$\overline{P}$ 1,270 0.0060 1,270 100.0000 0.0000 o
Postal Ballot (if 21,011,791
Public-Non Institutions applicable) $\overline{\circ}$ 0.0000 $\overline{\circ}$ $\circ$ 0.0000 0.0000 $\overline{\circ}$
Total 1,692,358 8.0543 1,690,832 1,526 99.9098 0.0902 ۰
Total 211,908,375 188,858,057 89.1225 185,647,435 3,210,622 98.3000 1.7000 $\overline{\bullet}$ 1033089

CONTROL OF PRINTING

Resolution No. $\mathbf{\overline{6}}$
Resolution required: (Ordinary/ Special) SPECIAL - Re-Appointment of Mr. Darius E. Udwadia as a non-executive independent director
Whether promoter/ promoter group areinterested in the agenda/resolution? $\frac{1}{2}$
Category Mode of Voting No. of shares heldΞ No. of votespolled (2) % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares No. of Votes-No. of Votes-in favour (4) against (5) $(6)=[(4)/(2)]*100$favour on votes% of Votes inpolled against on votes$(7) = [(5)/(2)]$ + 100% of Votespolled IbilevniVotes AbstainedVotes
E-Voting 158,931,281 100.0000 158,931,281 100,0000 0.0000 $\overline{\circ}$
$\overline{5}$ 158,931,281 0 0.0000 $\overline{\circ}$ 0.0000 0.0000
Promoter and Promoter Group Postal Ballot (ifapplicable) ō 0.0000 0 0.0000 0.0000 $\bar{\circ}$
Total 158,931,281 100.0000 158,931,281 ō 100.0000 0.0000 $\overline{\bullet}$
E-Voting 18,995,172 59.4243 9,368,873 9,626,299 49.3223 50.6776 0 10 272 335
Poll 31,965,303 0.0000 $\bar{\circ}$ $\overline{\circ}$ 0.0000 0.0000
Public-Institutions Postal Ballot (ifapplicable) 0.0000 $\overline{\circ}$ 0.0000 0.0000 $\overline{\phantom{0}}$
Total 18,995,172 59.4243 9,368,873 9,626,299 49.3224 50.6776 10272335
E-Voting 1,690,888 8.0473 1,439,635 251,253 85.1407 14.8592 200
$\overline{p}$ 21,011,791 1,270 0.0060 1,270 $\overline{\circ}$ 100.0000 0.0000
Postal Ballot (if
Public-Non Institutions applicable) $\overline{\circ}$ 0.0000 ō $\overline{\circ}$ 0.0000 0.0000 $\overline{\circ}$
Total 1,692,158 8.0533 1,440,905 251,253 85.1519 14.8481 $\overline{\circ}$ 200
Total 211.908,375 179,618,611 84.7624 169,741,059 9,877,552 94.5008 5,4992 10272535

Resolution No.
Resolution required: (Ordinary/ Special) ORDINARY - Appointment of Mr. Morten Wierod as Non-Executive Director
Whether promoter/ promoter group areinterested in the agenda/resolution? $\frac{1}{2}$
Category Mode of Voting No. of shares heldΞ No. of votespolled (2) % of Votes Polled No. of Votes - No. of Votes -$(3)=[(2)/(1)]$ * 100on outstandingshares in favour (4) against (5) $(6)=[(4)/(2)]*100$favour on votes% of Votes inpolled against on votes Invalid Abstained$(7)$ =[(5)/(2)]*100% of Votespolled Votes Votes
E-Voting 158,931,281 100.0000 158,931,281 0 100.0000 0.0000 $\circ$
Poll 158,931,281 0 0.0000 o 0 0.0000 0.0000 $\circ$ 0
Promoter and Promoter Group Postal Ballot (ifapplicable) O 0.0000 ō o 0.0000 0.0000 ō o
Total 158,931,281 100.0000 158,931,281 Φ 100.0000 0.0000 ō
E-Voting 28,545,741 89.3023 28,062,883 482,858 98.3084 1.6915 $\overline{\circ}$ 721,766
Poll 31,965,303 0 0.0000 ō 0.0000 0.0000 $\overline{\circ}$
Public-Institutions Postal Ballot (ifapplicable) ō 0.0000 $\overline{\circ}$ ö 0.0000 0.0000 $\circ$
Total 28,545,741 89.3023 28,062,883 482,858 38.3085 1.6915 $\overline{\circ}$ 721766
E-Voting 1,690,886 8.0473 1,690,857 29 99.9982 0.0017 202
$\overline{5}$ 21,011,791 1,270 0.0060 1,270 $\overline{\circ}$ 100,0000 0.0000
Public- Non Institutions Postal Ballot (ifapplicable) $\overline{\circ}$ 0.0000 o $\overline{\circ}$ 0.0000 0.0000 $\bar{\circ}$
Total 1,692,156 8.0533 1,692,127 29 99.9983 0.0017 ۰ 202
Total 211,908,375 189,169,178 89,2693 188,686,291 482,887 99.7447 0.2553 ē 721968

Resolution No. $\infty$
Resolution required: (Ordinary/ Special) ORDINARY - Approva of remuneration to the Cost Auditor of the Company for Financial Year 2020
Whether promoter/ promoter group areinterested in the agenda/resolution? $\frac{1}{2}$
Category Mode of Voting No. of shares heldΞ No. of votespolled (2) % of Votes Polled $(3)=[(2)/(1)]$ * 100on outstandingshares No. of Votes-in favour (4) No. of Votes-against (5) $(6)$ =[(4)/(2)]*100favour on votes% of Votes inpolled against on votes Invalid Abstained$(7) = [(5)/(2)] + 100$% of Votespolled Votes Votes
E-Voting 158,931,281 100.0000 158,931,281 $\circ$ 100,0000 0.0000 ۰
Poll 158,931,281 $\overline{\circ}$ 0.0000 $\circ$ 0.0000 0.0000 ö
Promoter and Promoter Group Postal Ballot (ifapplicable) $\bar{\circ}$ 0.0000 0 0.0000 0.0000 $\circ$ 0
Total 158,931,281 100.0000 158,931,281 $\circ$ 100.0000 0.0000 ۰
E-Voting 29,267,507 91.5602 29,267,507 $\overline{\phantom{a}}$ 100.0000 0.0000 $\circ$
Poll 31,965,303 $\overline{\circ}$ 0.0000 $\overline{\circ}$ $\overline{\circ}$ 0.0000 0.0000 $\overline{\circ}$ o
Public-Institutions Postal Ballot (ifapplicable) $\overline{\circ}$ 0.0000 $\circ$ $\circ$ 0.0000 0,0000 o 0
Total 29,267,507 91.5602 29,267,507 O 100.0000 0.0000 $\ddot{\circ}$
E-Voting 1,690,888 8.0473 1,690,863 25 99.9985 0.0014 $\overline{\circ}$ 200
$\overline{5}$ 1,270 0.0060 1,270 ۰ 100.0000 0.0000 $\overline{\circ}$
Postal Ballot (if 21,011,791
Public- Non Institutions applicable) $\overline{\circ}$ 0.0000 $\circ$ 0.0000 0.0000 o 0
Total 1,692,158 8,0533 1,692,133 25 99.9985 0.0015 ۰ 200
Total 211,908,375 189,890,946 89.6099 189,890,921 25 100,0000 0.0000 o 200

$\overline{\mathbf{d}}$ CONSTRUCT dia

For ABB India Limited

الماهمشعار المعصبالماهم المعامل Example 18Company Secretary

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SCRUTINIZER'S REPORT

(Pursuant to section 11.0 of the Companies Act, 2013 and Rule 22 of the Companies (Management and Administration) Rules, 2014.

24th ]ugly, 2020

The Chairman / Authorized Person

70**' Annual General Meeting of the Equity Shareholders of ABB India Limited held on Friday, 24** ]uly 2020, at 11:00 a.m. through Video Conferencing/ Other Audio Visual Means.

Dear Sir,

\ 5 I, S Karman, Practicing Company Secretary, appointed as Scrutinizer by the Board of Directors of ABB India Limited (the Company) for the purpose of scrutinizing e-voting process (remote e-voting) and electronic voting (e-voting) during the 701*' Annual General Meeting (AGM)pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014 (Amendment Rules, 2015) and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(Lisling Regulations), in respect of the below mentioned Resolutions proposed at the 70*" AGM of the Equity Shareholders of the Company held on Friday, 24*' July 2020 at11:00 a.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM) hereby submit my report.

The Management of the Company is responsible for ensuring compliance with the requirements of the Companies Act, 2013, Listing Regulations and Rules and Circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) relating to conducting of AGM through VC/OAVM and voting through electronic means on the Resolutions specified in the AGM Notice dated 19"' June 2020.My responsibility as a Scrutinizer for the voting process is restricted to make a consolidated Scrutinizer Report of the votes cast "in favour" or "against" the Resolutions based on the reports generated from the voting system both through e-voting (remote e-voting) and by electronic voting (voting) during the AGM.

Accordingly, I submit my report as under:

  • 1. The voting facility both for e-voting prior to the AGM (remote voting) and voting at the AGM by electronics means (e-voting) was provided by KFin Technologies Private Limited (Kfintech),
    1. In terms of General Circulars No. 14/2020,17/2020 and. 20/2020, dated 08.04.2020, 13.04.2020 and 05.05.2020 respectively issued by MCA, (MCA Circulars), read with Circular No. SEBI/HO/CFD/CMD1/CITUP/2020/79 dated 12.05.2020 issued by the SEBI, the Company had sent the AGM Notice through electronic mode to those Members whose E-mail addresses were registered with the Company/ Depositories. Accordingly, the communication of assent or dissent of the Members on the Resolutions stated in the Notice of the 70*** AGM of the Company, took place, only through the remote voting system and voting system during the AGM.

KANNAN AND ASSOCIATES

Company Secretaries

FCS 6261, PCS No. 13016, Firm No. S2017KR473100. 13, Ground Floor, lea Main, Venkateswara Lay Out, Attiguppe, Vijayanagara, Bengaluru - 560040 Email: [email protected], Mobile : 98450 58441, www_kannancs.in _ _ _,.» .,

wE REGISTERED MSME V1DE.NQ. I<R03D01619321

  • The Equity Shareholders holding shares as on 17th July 2020, i.e. "cut off date", were entitled to vote on the Resolutions stated in the Notice of the 70th AGM of the Company.
  • For those Members who have not registered their email ids with the Company/Depositories, 4. the Company had made arrangement to register the email ids, to receive AGM Notice, Annual Report and e-voting user ID and password. For permanent registration, the Members holding shares in physical mode were required to approach KFintech and the Members holding shares in demat mode were required to approach the respective Depository Participant. Alternatively, for temporary registration, all such Members were required approach the KFintech.
    1. The Public advertisement in terms of the MCA Circulars with respect to 70th AGM was published on June 29, 2020 in English in Financial Express and in Kannada in Vijaya Karnataka.
  • The Members were informed vide the AGM notice that they were required to give their assent 6. for or dissent against the Resolutions stated in the AGM Notice, either through remote evoting facility or through the e-voting facility during the AGM. The remote e-voting was kept open from 9.00 AM on Tuesday, 21st July 2020 till 5.00 PM on Thursday, 23rd July 2020(both days inclusive).
    1. Pursuant to the provisions of Listing Regulations and the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (including any amendments thereto), the Company has provided electronic voting facility (e-voting) to the Members of the Company and has engaged the Kfintech for providing e-voting platform.
    1. Particulars of all the Members who participated in the e-voting are separately maintained by Service Provider of the Company i.e. Kfintech.
    1. Names of the Members who had voted by remote e-voting through the facility provided by KFintech had been blocked and only those Members who were present at the AGM through VC and who had not casted their votes through the remote e-voting system, were allowed to cast their votes through e-voting system during the AGM.
    1. After declaration of voting by the Chairman, the Members present in the AGM through VC voted through e-voting facility provided by KFintech at the AGM. The e-voting facility was kept open for 30 minutes.
    1. I have considered all electronic votes recorded from 9.00 AM on Tuesday, 21st July 2020 till 5.00 PM on Thursday, 23rd July 2020, being the last date and time fixed by the Company and all electronic votes casted during the AGM, through the e-voting system.

$-2-$

KANNAN AND ASSOCIATES

Company Secretaries

FCS 6261, PCS No. 13016, Firm No. S2017KR473100. 13, Ground Floor, 1st Main, Venkateswara Lay Out, Attiguppe, Vijayanagara, Bengaluru - 560040 Email: [email protected], Mobile: 98450 58441, www.kannancs.in

WE ARE REGISTERED MSME VIDE NO. KR03D0161932

  1. A summary of the electronic voting confirmations (e-votes) received for the Resolutions given in the Notice referred to above, seeking Members' approval as downloaded from the remote e-voting system of Kfintech and votes casted in the AGM through e-voting facility and the total votes cast in favour or against all the Resolutions proposed in the Notice of the AGM are as under:
Res. E-VOTING
No. Resolution For Against Result
$\mathbf{1}$ Adoption of Financial Statements andReports of the Board of Directors and theAuditors thereon. 189848650 25 Passed withrequisitemajority
$\overline{2}$ Declaration of Dividend of Rs. 4.80/- perEquity Share of Rs.2/- each for theFinancial Year 2019. 187515128 2376018 Passed withrequisitemajority
3 Appointment of Mr. Jean-ChristopheDeslarzes as a Director(DIN: 08064621). 188804801 364377 Passed withrequisitemajority
$\overline{4}$ Appointment of Mr. V K Viswanathan asnon-executive independent Director(DIN: 01782934). 186440612 2728566 Passed withrequisitemajority
5 Re-appointment of Mrs. RenuSudKarnad as non-executive independentDirector, (DIN: 00008064). 185647435 3210622 Passed withrequisitemajority
6 Re-appointment of Mr. DariusE.Udwadia as non-executive independentDirector, (DIN:00009755). 169741059 9877552 Passed withrequisitemajority
7 Appointment of Mr. Morten Wierod asnon-executive Director(DIN: 08753868). 188686291 482887 Passed withrequisitemajority
8 Approval of remuneration to the CostAuditor of the Company for FinancialYear 2020. 189890921 25 Passed withrequisitemajority

For your information, I have provided the details of vote casts through remote e-voting and votes casts through e-voting system during the AGM, in Annexure A.

I write to state that all Resolutions set out in the AGM Notice dated19th June 2020 are approved by Members of the Company with requisite majority. You may accordingly declare the results as per law.

$-3-$

KANNAN AND ASSOCIATES

Company Secretaries

FCS 6261, PCS No. 13016, Firm No. S2017KR473100. 13, Ground Floor, 1st Main, Venkateswara Lay Out, Attiguppe, Vijayanagara, Bengaluru - 560040 Email: [email protected], Mobile : 98450 58441, www.kannancs.in

WE ARE REGISTERED MSME VIDE NO. KR03D0161932

Further I state that:

  • A list of equity shareholders who have casted their vote through Remote E-voting and a. E-voting at the AGM has been handed over to the Company Secretary.
  • b. The electronic data and all other relevant records relating to the e- voting shall remain in our safe custody and shall be handed over to the Company Secretary for preserving safely after the Chairman considers, approves and signs the Minutes of the aforesaid Annual General Meeting.

ND As PCS 13016 FCS 6261 $S2017K$

Yours truly, For S/Kannan & Associates

am

$ACAN$

S Kannan Company Secretary FCS 6261, PCS 13016 UDIN No. F006261B000501360

Encl: Annexure A

$\ddot{\cdot}$

KANNAN AND ASSOCIATES

$-4-$

Company Secretaries

FCS 6261, PCS No. 13016, Firm No. S2017KR473100. 13, Ground Floor, 1st Main, Venkateswara Lay Out, Attiguppe, Vijayanagara, Bengaluru - 560040 Email: [email protected], Mobile : 98450 58441, www.kannancs.in

WE ARE REGISTERED MSME VIDE NO. KR03D0161932

$S\overline{K}$ PGS 13016 SHTAI UDIN No. F006261B000501360 for S Kannan & Associates FCS 6261, PCS 13016 Charles Remain Company Secretary

NOTE: One of the shareholder who participated through remote e-voting has partially not voted to the extent of 32,988 shares held by them.

Details of Remote E-voting and E-Voting during 70th AGM held on 24th July 2020
No.Res. Resolution Description Mode of Polling ReceivedBallots Total Votesheld Ballots inFavour Votes polled %in favour of votes infavour againstBallots againstpolledVotes againstvotes$\log$ of Invalid-Ballots InvaliVotesŖ. Invalidvotes300% Abstain-Ballots abstainVotNo. of69 Abstainvotes$\rm ^{96}$ of
Adoption of Financial Statements and Reports Remote E-voting 220 189922864 210 189847380 96'66 e 25 0.00 $\circ$ $\circ$ 42471 20.02
L of the Board of Directors and the Auditorsthereon E-voting at AGM $\overline{a}$ 1270 5C 1270 100.00 $\circ$ $\circ$ 0.00 $\circ$ $\circ$ 0 0 0 0.00
LOTA OEZ PETPESSE $0\overline{z}$ 05969968 96.66 $\overline{\mathbf{a}}$ H oor e IZBZI 60
Declaration of Dividend of Rs. 4.80 per Equity Remote E-voting ozz 189922864 214 187513858 98.73 G 2376018 1.25 $\circ$ $\circ$ $\circ$ $\circ$ ۰ 0.00
N Share of Rs.2/- each for the Financial Year 2019. E-voting at AGM $\overline{5}$ 1270 50 1270 100.00 $\circ$ $\circ$ 0.00 $\circ$ $\circ$ ۰ $\circ$ $\circ$ 0.00
TOTAL 230 PETPZ6691 FCC 18751281 98.73 ø STOREEZ SZT 6
E Appointment of Mr. Jean-Christophe Deslarzes Remote E-voting 220 189922864 66I 188803531 1766 ÞΙ 364377 0.19 $\circ$ $\circ$ 0 721968 0.38
as a Director (DIN: 08064621) E-voting at AGM $\overline{a}$ 0221 5D 1270 00'001 $\circ$ $\overline{\text{0.00}}$ $\circ$ $\circ$ $\circ$ $\circ$ $\circ$ 0.00
667 PETAZ6687 687 198909881 1166 LLETOR 670 Φ ۵ 321968 $\mathbf{c}$
Appointment of Mr. V K Viswanathan as non- Remote E-voting 220 189922864 193 186439342 98.17 SO 2728566 1.44 $\circ$ $\circ$ $\circ$ 721968 0.38
¢ executive independent director (DIN: 01782934) E-voting at AGM $\overline{5}$ 1270 5D 1270 100.00 $\circ$ ۰ 0.00 $\circ$ $\circ$ ٥ 0 0.00
TOTAS 062 ECIDZGOBL 203 186440612 48.17 8 2728566 TAL 721968 $\mathbf{e}$
Re-appointment of Mrs. Renu Sud Karnad as Remote E-voting 220 189922864 168 185646165 97.75 46 3210622 1.69 $\circ$ $\circ$ $\circ$ G 680880I 0.54
G non-executive independent director (DIN:(19080000 E-voting at AGM $\overline{a}$ 1270 50 1270 00'001 $\circ$ $\circ$ 0.00 ۰ $\circ$ ۰ 0 0.00
IVIOI OEZ PETPZ6681 BZLE 185647435 97.75 £, 3210622 1.69 ۵ O C. 6808801 $\overline{0.5}$
Re-appointment of Mr. Darius E. Udwadia as Remote E-voting 220 189922864 166 169739789 89.37 41 3877552 5.20 $\circ$ $\circ$ $\circ$ 13 10272535 5.41
é non-executive independent director (DIN:90000755 E-voting at AGM $\overline{0}$ 1270 50 1270 100.00 $\bullet$ $\circ$ 0.00 $\circ$ $\circ$ ۰ $\circ$ ۰ 0.00
TOTAL OEZ FEIRZ6681 176 690LD4591 89.37 2977552 9.20 ۵ G E 10272535 いま
Appointment of Mr. Morten Wierod as non- Remote E-voting 220 189922864 192 188685021 99.35 21 482887 0.25 $\circ$ $\circ$ $\circ$ 721968 0.38
executive director (DIN: 08753868) E-voting at AGM $\overline{a}$ 1270 TO 1270 00'001 $\circ$ O.OO $\circ$ ۰ ۰ 0 0.00
INIOI OBZ FELFZ6681 202 188698291 99.35 $\mathbf{r}$ 188289 520 $\bullet$ $\bullet$ 121968 86.98
Approval of remuneration to the Cost Auditor Remote E-voting 220 189922864 213 189889651 86'66 G 25 0.00 $\circ$ 0 $\circ$ 200 0.00
8 of the Company for Financial Year 2020 E-voting at AGM $\overline{0}$ 1270 50 1270 00:00 $\circ$ $\circ$ O.OO $\circ$ ۰ $\circ$ $\circ$ $\circ$ 0.00
TAINI DEZ PETPZ6681 Ett 126068681 86'66 $\bullet$ $\mathfrak{F}$ 0.00 e $\circ$ CHIC 900

GELINIT VIGNI BBV

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