ACC Ltd — AGM Information 2019

Mar 22, 2019

Secretarial Division

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ACC Limited Registered Office Cement House 121. Maharshi Karve Road Mumbai 400 020. India

March 22. 2019

CIN: L26940MH1936PLC0025]. 5

General Manager - Department of Corporate Services BSE Limited Pheroze Jeejeebhoy Towers Dalai Street Mumba i 400 001 Scrip Code: 500410

Phone +91 22 3302 4321 Fax +91 22 6631 7458 www.acclimated.com

Dear Sirs

Sub: Proceedings/Outcome of the AnnuaIGeneral Meeting(AGM) Regulation 30 read with Schedule 111 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015

This is to inform you that the Annual General Meeting (AGM) of the Company was held on Friday, March 22. 2019 at 3.00 p.m. at "Pama ThadaniAuditorium", Jai Hind College, "A" Road. Churchgate, Mumbai400 020.

In connection with the above, please find enclosed the following

• l Summary of Proceedings of the AGM of the Company as required under Regulation 30, Part A of Schedule 111 of the Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015("the Listing Regulations") - Annexure "A"

• 2 Voting Results in respect of the business transacted at the AGM as required under Regulation 44(3) of the Listing Regulations - Annexure "B"

• 3 Report of the Scrutinizer dated March 22. 2019 pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of The Companies (Management and Administration) Rules, 2014 - Annexure "C"

You are requested kindly to take the same on record under acknowledgement to us. The voting results along with the Scrutinizer's Report is also being made available on the Company's website

Yours faithfully For ACC Limited

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Ramaswami Kalidas Company Secretary & Head Compliance FCS-2440

Annexure A

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Proceedings/Outcome of the Annual General Meeting of the Company held on March 22, 2019

The Annual General Meeting (AGM) of the Company was held at Pama Thadan Auditorium, Jai Hind College, "A" Road, Churchgate, Mumbai400 020. The Meeting commenced at 3.00 p.m. and concluded at 5.30 p.m.

In the absence of Mr N S Sekhsaria, Chairman of the Company and Mr Jan Jenisch, Deputy Chairman of the Company from the Meeting, pursuant to the provisions of Article 97 of the Company's Articles of Association, the Directors present at the Meeting elected Mr Shailesh Haribhakti, Independent Director as the Chairman to preside over the proceedings of the Meeting.

The proceedings of the Meeting are as under

Total number of shareholders as on record date 98.455 Cut off date for e-voting March 15, 2019

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

Category	In Person	Through Proxy	Total
Promoters and Promoter Group	2		2
Public	157		157
TOTAL			159

No. of shareholders attended the Meeting through video conferencing

No. of shareholders attended the	Meeting through
Promoters and Promoter Group	N ot Applicable
Public

As the requisite quorum was present. the Chairman of the Meeting called the Meeting to order. The Chairman then introduced the Directors present at the Meeting.

With the consent of the Members, the Notice convening the Meeting was taken as read. As there were no qualifications or adverse remarks in the Reports of the Statutory Auditors on both the Standalone and Consolidated Financial Results of the Company for the Financial Year ended December 31, 2018, there was no legal requirement for their Reports to be read out at the Meeting. Hence with the permission of the Members present. the Reports of the Statutory Auditors on the audited standalone and consolidated financial results were taken as read.

The Members were informed that in compliance with Rule 20 of the Companies (Management and Administration) Rules, 2014. they were given an option to vote on the Resolutions set out in the Notice of the Meeting, through electronic means on the NSDL e-voting platform. The e-voting platform was kept open for voting from Monday, March 18, 2019, (9.00 a.m. IST) till Thursday, March 21, 2019 (5.00 p.m. IST). The e-voting facility was also provided at the venue of the Meeting for those Members who had not cast their votes earlier.

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Ballot Forms were also sent out to facilitate voting by those Members who preferred to vote by physical ballot.

Mr Pramod S Shah. Managing Partner of M/s Pramod S Shah & Associates, Practicing Company Secretaries who was appointed by the Board of Directors acted as Scrutinizer for conducting the voting process in a fair and transparent manner.

At the request of the Chairman, Mr Neeraj Akhoury, (MD&CEO) briefed the Members on the performance of the Company and on related matters.

Thereafter, the following Resolutions as set out in the Notice convening the AGM were moved at the Meeting.

	ORDINARY BUSINESS
1.	To consider and adopt: . the Audited Standalone Financial Statement for	the	C)rdinary Resolution
	Financial Year ended December 31, 2018 together
	with the Reports of the Board of Directors and	the
	Statutory Auditors thereon e the Audited Consolidated Financial Statement	for
	the Financial year ended December 31, 2018
	together with the Report of the Statutory Auditors
	Ehereon.
2	To declare dividend on Equity Shares.		Ordinary Resolution
3.	To appoint a Director in place of Mr Narotam S Sekhsaria as a Non Executive/Non Independent		Ordinary Resolution
	Di rector .
4.	To appoint a Director in place of Mr Christof Hassig as a		Ordinary Resolution
	Non Executive/Non Independent Director.
	SPECIAL BUSINESS
5.	I Re-appointment of Mr Shailesh Haribhakti as	an	SpeciaIResolution
	Indeoendent Director
6.	Re-appointment of Mr Sushil Kumar Roongta as	an	Special Resolution
	Independent Director
7	Re-appointment of Ms Falguni Nayar as an Independent		Special Resolution
	Director
8.	Appointment of Mr Damodarannair Sundaram as Indeoendent Director	an	Ordinary Resolution
9.	Appointment of Mr Vinayak Chatterjee as Independent Director	an	Ordinary Resolution
10.	Appointment of Mr Sunil Mehta as an Independent		Ordinary Resolution
	Director
1 1.	To ratify the payment of remuneration to Cost Auditor,		Ordinary Resolution
	M/s D C Dave & Co.

The Chairman invited the Members to express their views and to seek clarifications on the performance of the Company and related matters.

At the request of the Chairman. the MD&CEO responded to the Member's queries

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The Chairman informed that the Results of the voting shall be declared within two days from the conclusion of the Meeting and authorized Mr Ramaswami Kalidas, Company Secretary & Head Compliance to announce the results. The results will be posted on the website of the Company, displayed at the Registered Office of the Company and also be communicated to NSDL to be posted on their website along with a copy of the Scrutinizer's Report. The results will also be informed to the Stock Exchanges where the shares of the Company are listed.

The Meeting concluded after the Members present at the Meeting had cast their votes

As the Scrutinizer has provided his Report on the date of the Meeting itself. we confirm that all the aforesaid Resolutions have been passed with the requisite m aj ority .

The Results of the voting and the Scrutinizer's Report on the voting are enclosed

For ACC Limited

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Ramaswam i Kalidas Company Secretary & Head Compliance FCS-2440

End

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Pramod S. Shah & Associates

Practising Company Secretaries

3rd Floor, LA-SHEWA Bldg., Next to Fedex, 233, P. D ' Mello Road, Opp. St. George Hospital, Near CST Mumbai- 400 001 Tel. : 91-22-2271 7700 / 91-22-2270 1040 ' Email : saurabhshah@psaprofessionals.com . Website : cspsa.co.in

Report of Scrutinizer(s)

[Pulsilmlt to section 1 08 & 109 of lite Cotllpatties Act, 2013 nttd Rttte 20 8 21 of the Colnpalties(Matlagetnellt riled Administration) Rules, 2014]

To, The Chairman ACC Limited

CIN: L26940MH1936PLC002515

Registered Office: 121, Cement House, Maharshi Karve Road, Mumbai, Maharashtra 400 020.

Dear Sir,

1, Pramod S. Shah, Partner of Pramod S. Shah & Associates, Practising Company Secretaries, appointed as the Scrutinizer by the Board of Directors of ACC Limited pursuant to Section 108 and 109 of the Companies Act, 2013 ("the Act") read with Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014, to scrutinize voting of Resolutions proposed at the Annual General Meeting of the Members of ACC Limited held today, i.e. March 22, 2019 by electronic means ("remote e-voting"), by Physical Ballot as also through e-voting at the venue of the Annual General Meeting in terms of the Notice dated February 05, 20i19 issued to the members.

The Company had availed of the remote e-voting facility offered by National Securities Depository Limited ('NSDL ') for conducting remote e-voting for He members of the Company-

The remote e-voting period commenced on Monday, March, 18 2019, at 9.00 a.m. (IST) and ended on Thursday, March, 21 2019 at 5.00 p.m. (IST). The NSDL remote e-voting platform was blocked thereafter.

The Company had also provided voting facility to the members through physical ballot forms. Ballot forms were sent to the shareholders along with the Annual Report. Ballot Forms complete in all respects received not later than March 17, 2019 (5.00 p.m. IST) have been considered in this Report.

The Company had also provided e-voting facility to those shareholders who were present at the venue of the Annual General Meeting who had not cast their votes earlier either through the remote e-voting facility or physically

My responsibility as a scrutinizer is restricted to making a Scrutinizer's report on the votes cast by the members for the resolutions contained in the Notice dated February 05, 2019, based on the reports generated from the e-voting system provided by NSDL the e-voting at the venue of the meeting and scrutiny of the ballot forms received as per the respective due dates as mentioned above.

I have scrutinized and reviewed ballot forms as well as e-voting at the venue of the meeting and the remote e-voting conducted based on the data downloaded from the NSDL system. I submit my report as under:

'3 (

1. After the expiry of the time fixed for closing the remote e-voting i.e. 5 p.m. on March 21, 2019, an electronic report on the remote e-voting was generated by me. After the conclusion of the .Annual General Meeting, the votes cast under remote e-voting facility and under e-voting conducted at the venue of the meeting were there af ter unblocked in the presence of two witnesses who are not cast thereunder were

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counted. Data regarding the e-votes cast was diligently scrutinized.

1. Af ter the Annual General Meeting, a final e-voting report was generated by me.

2. The physical ballot forms received till the time fixed for closing of the receiving of Ballot forms i.e. 5 p.m. on March 17, 20119 , were also diligently scrutinized.

The consolidated result of the scrutiny of the above remote e-voting, e-voting at the venue of the Meeting and physical ballot forms in respect of passing of the resolutions contained in the Notice dated February 05, 2019 is as under:

Consolidated Results

Ordinary Business

Ordinary Resolution- Item No. 1:

To consider and adopt:

• a. the Audited Standalone Financia] Statement of the Company for the Financial Year ended December

• 31, 2018, together with the Reports of the Board of Directors and the Statutory Auditors thereon; and

• b. the Audited Consolidated Financial Statement of the Company for the Financial Year ended

• December 31, 2018, together with the Report of the Statutory Auditors thereon.:

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(i) Voted in favour of the resolution
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(i) Voted in favour of t	he resolution
Particulars	Number of members	Number of Votes cast	% of total number	of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	534	135698489	94.1351
venue of the meeting)
Physical Ballot	75	8451343	05.8627
Total	609	144149832	99.9978

(ii) Voted against the resolution

Particulars	Number of members	Number of Votes cast	% of total number	of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	4	96	o.0001
venue of the meeting)
PhysicaIBallot	0	0	0
Total	4	96	o.0001

(m) Invalid Votes

m,v''s

Particulars Number of members I ixumber of Votes cast 1 % of total number of whovoted jbymembers jvotescast

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Remote e-voting (including e-voting at the	0	0	0
venue of the meeting)
Physical Ballot	41	3004	0.0021
Total	41	3004	0.0021

Ordinaw Resolution- Item No. 2:

To declare Dividend on equity shares for the Financial Year ended December 31, 2018

(i) Voted in favour of the resolution

Particulars	Number of members	Number of Votes cast	% of total number	of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	551	139482159	94.2852
venue of the meeting)
Physical Ballot	72	8448284	05.7107
Total	623	147930443	99.9959

• (ii) Voted against the resolution

Particulars	Number of members	Number of Votes cast	% of total number of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	2	11	o.0000
venue of the meeting) Physical Ballot	l	3050	0.0021
Total	3	3061	0.0021

(iii) Invalid Votes

(iii) Invalid Votes
Particulars	Number of members	Number of Votes cast	% of total number of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	0	0	0
venue of the meeting)
Physical Ballot	43	3013	0.0020
Total	43	3013	0.0020

Ordinarv Resolution- Item No. 3;

To appoint a Director in place of Mr Narotam S Sekhsaria, (DIN: 00276351), a Non Executive/Non Independent Director, who retires by rotation and being eligible, offers himself for re-appointment:

(i) Voted in favour of the resolution:

Particulars	Number of members	Number of Votes cast 1 % of total number of	Number of Votes cast 1 % of total number of
	who voted	by members	votes cast
note e-voting	520	1382621201	93.8320
ding e-voting at the
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Pramod S. Shah & Associates Practising Company Secretaries

venue of the meeting)
PhysicaIBallot	71	8450511	05.7349
Total	591	146712631	99.5669

(ii) Voted against the resolution

Particulars	Number of members	Number of Votes cast	% of total number of
	who voted	by members	votes cast
Remote e-voting
(including e-voting atthe	24	634285	0.4305
venue of the meeting)
Physical Ballot	03	838	0.0006
Total	27	635123	0.4311

(Hi) Invalid Votes

(Hi) Invalid Votes
Particulars	Number of members	Number of Votes cast	% of total number	of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	0	0	0
venue of the meeting)
PhysicaIBallot	42	2998	0.0020
Total	42	2998	0.0020

Ordinary Resolution: lteln NQ:41

To appoint a Director in place of Mr Christof Hassig, (DIN: 01680305), a Non Executive/Non Independent Director, who retires by rotation and being eligible, offers himself for re-appointment:

(i) Voted in favour of the resolution

(i) Voted in favour of	the resolution
Particulars	Number of members	Number of Votes cast	% of total number of
	who voted	by members		votes cast
Remote e-voting
(including e-voting at the	533	138480235		93.9800
venue of the meeting)
PhysicaIBallot	72	8450549		05.7350
Total	605	146930784		99.7151

(ii) Voted against the resolution:

Particulars	Number of members	Number of Votes cast 1 %	Number of Votes cast 1 %	of total number of
	who voted	by members	I	votes cast
Remote e-voting
(including e-voting at the	11	416080		0.2824
venue of the meeting)
Physical Ballot	02	800		0.0005
Total	13	416880		0.2829

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H4
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(iii) Invalid Votes
Particulars Number of members Number of Votes cast % of total number of
who voted by members votes cast
Remote e-voting
(including e-voting at the
venue of the meeting)
PhysicaIBallot 42 2998 0.0020
Total 42 2998 0.0020
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Special Business

Special Resolution- Item No. 5:

Re-appointment of Mr Shailesh Haribhakti as an Independent Director

• (i) Voted in favour of the resolution

Particulars	Number of members	Number of Votes cast	% of total number	of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	431	128846598	89.1240
venue of the meeting)
PhysicaIBallot	71	8450267	05.8451
Total	502	137296865	94.9691

• (ii) Voted against the resolution

Particulars	Number of members	Number of Votes cast	% of total number of	% of total number of
	who voted	by members		votes cast
Remote e-voting
(including e-voting at the	108	7269164		05.0280
venue of the meeting)
PhysicaIBallot	02	800		0.0006
Total	110	7269964		5.0286

(iii) Invalid Votes

(iii) Invalid Votes
Particulars	Number of members	Number of Votes cast	% of total number	of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	0	0	0
venue of the meeting)
PhysicaIBallot	43	3280	0.0023
Total	43	3280	0.0023

Special Resolution- Item No. 6:

Re-appointment of Mr Sushil Kumar Roongta as an Independent Director

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Voted in favour of the resolution:

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Particulars Number of membe;;TNumber or Votes cast 1 % of total number of
whovgted [ bymembers ] votescast
Remote e-voting
(including e-voting at the 527 138858838 94.2370
venue of the meeting)
PhysicaIBallot 68 8449588 05.7343
Total 595 147308426 99.9m3
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(ii) Voted against the resolution

Particulars Number of members Number of Votes cast % of total number of who voted by members votes cast Remote e-voting 18 37511 0.0255 (including e-voting atthe venue of the meeting) PhysicaIBallot 03 838 0.0005 Total 21 38349 0.0260 Particulars Number of members Number of Votes cast % of total number of who voted by members votes cast Remote e-voting 0 (including e-voting at the venue of the meeting) PhysicaIBallot 45 3921 0.0027 Total 45 3921 0.0027

Special Resolution=ltem No. 7:

Re-appointment of Ms Falguni Nayar as an Independent Director

Particulars Number of members Number of Votes cast % of total number ot who voted by members votes cast Remote e-voting 128622659 88.9690 (including e-voting at the venue of the meeting) 68 8447961 05.8436 PhysicaIBallot Total 512 137070620 1 v4.812b

(ii) Voted against the resolution

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Particulars		Number of members I Number of Votes cast 1 % of total number of	Number of members I Number of Votes cast 1 % of total number of	Number of members I Number of Votes cast 1 % of total number of
		who voted	by members	votes cast
Remote e-voting
(including e-voting	at the	96	7493113	05.1830
venue of the meenlg)
Physical Ballot		2	715	00.0005
Total		98	7493828	05.1835
(iii) Invalid Votes:
Particulars		Number of members	Number of Votes cast	% of total number of
		who voted	by members	votes cast
Remote e-voting
(includinge-voting	atthe	0	0	0
venue of the meeting)
Physical Ballot		46	5671	0.0039
Total		46	5671	0.0039

Ordinaw Resolution- Item No. 8:

Appointment of Mr Damodarannair Sundaram as an Independent Director

• (i) Voted in favour of the resolution

(i) Voted in favour of	the resolution
Particulars	Number of members	Number of Votes cast	% of total number of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	526	138885835	94.2561
venue of the meeting)
Physical Ballot	72	8450367	05.7349
Total	598	147336202	99.9910

(ii) Voted against the resolution

Particulars		Number of members		Number of Votes cast		%	of total number	of
		who voted		by members			votes cast
Remote e-voting
(includinge-voting	atthe	15		9334			0.0063
venue of the meeting)
PhysicaIBallot		01		700			0.0005
Total		16		10034			0.0068
(M) Invalid Votes
Particulars
		whovoted	]	bymembers	+		votescast
Remote e-voting
(including e-voting	at the	0		0			0
venue of the meeting)
		43		3280			0.0022
		43		3280			0.0022

gr \ykl''',/ ''.';

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Pramod S. Shah & Associates Practising Company Secretaries

Ordinary Resolution- Item No. 9:

Appointment of Mr Vinayak Chatteqee as an Independent Director

• (i) Voted in favour of the resolution

Particulars	Number of members	Number of Votes cast	% of total number of	% of total number of
	who voted	by members		votes cast
Remote e-voting
(including e-voting at the	525	138886832		94.2561
venue of the meeting)
I'hysicaIBallot	71	8450264		05.7348
Total	596	147337096		99.9909

(ii) Voted against the resolution

Particulars	Number of members	Number of Votes cast	% of total number	of
	who voted	by members	votes cast
Remote e-voting
(including e-voting at the	14	9316	0.0063
venue of the meehlg) PhysicaIBallot	l	700	0.0005
Total	15	10016	0.0068

(M) Invalid Votes

(M) Invalid Votes
Particulars	Number of members	Number of Votes cast	% of total number of
	who voted	by members		votes cast
Remote e-voting
(including e-voting at the	0	0		0
venue of the meeting)
PhysicaIBallot	44	3383		0.0023
Total	44	3383		0.0023

Ordinary Resolution- Item No. 10:

Appointment of Mr Sunil Mehta as an Independent Director

Particulars	Number of members	Number of Votes cast	% of total number of	% of total number of
	who voted	by members		votes cast
Remote e-voting
(including e-voting at the	535	138896074		94.2622
meeting)
PhysicaIBallot	72	8450367		05.7349
Total	607	147346441		99.9971

(ii) Voted against the resolution

g('wq

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Particulars	Number of members	I	Number of Votes	cast 1 % of total number of	cast 1 % of total number of
	whovoted	I	bymembers	+	votescast
Remote e-voting
(including e-voting at the	11		350		0.0002
"-eethg)
PhysicaIBallot	01		700		0.0005
Total	12		1050		0.0007
(M) Invalid Votes:
Particulars	Number of members		Number of Votes	cast	% of total number of
	who voted		by members		votes cast
Remote e-voting
(including e-voting at the	0		0		0
venue of the meeting)
PhysicaIBallot	43		3280		0.0022
Total	43		3280		0.0022

Ordinary Resolution- Item No. 11:

Ratification of Remuneration to Cost Auditor

• (i) Voted in favour of the resolution:

(i) Voted in favour of the	resolution:
Particulars	Number of members	Number of Votes cast	% of total number of
	who voted	by members	votes cast
Remote e-voting (including
e-voting at the venue of the	536	139481647	94.2849
meeting)
Physical Ballot Tota1605	69	8450179 147931826	05.7120 99.9969

(ii) Voted against the resolution

Particulars	Number of members	Number of Votes cast	% of total number of
	who voted	by them	votes cast
Remote e-voting
(including e-voting at the	15	429	0.0003
venue of the meeting)
Physical Ballot	0	0	0
Total	15	429	0.0003

(M) Invalid Votes

(M) Invalid Votes
Particulars	Number of membe;i	HNumber or Votes cast 1 % of total number of
	whovoted	bymembers jvotescast
Remote e-voting
(including e-voting at the	0	0	0
venue of the meeting)
PhysicaIBallot	47	4168	0.0028
al	47	4168	0.0028
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Pramod S. Shah & Associates Practising Company Secretaries

Based on the aforesaid results, we report that Resolutions as contained in Item Nos. I to ll have been passed with the requisite majority.

1. An electronic register containing a list of equity shareholders who voted "FOR", "AGAINST and those whose votes were declared invalid for each resolution is provided separately.

2. 5 The electronic data along with the ballot forms and all other relevant records relating to the remote e-voting, e-voting at the venue of the Annual General Meeting which were under my safe custody have been handed over to the Company Secretary for safe keeping

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• (c.P.

Place: Mumbai Dated: 22.03.2019

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