Exide Industries Ltd. - AGM Information 2020

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Ref no. EIL/SEC/2020-21/22

& EXIDE

15[th ] September, 2020

The Secretary The Calcutta Stock Exchange Limited 7 Lyons Range Kolkata - 700 001 CSE ScripCode: 15060 & 10015060	The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 BSE ScripCode: 500086
The Secretary National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 NSE Symbol: EXIDEIND	~~-~~

Dear Sir,

Sub: Proceeding of 73[rd ] Annual General Meeting (AGM) and Scrutinizer's report

This is to infonn you that the 73[rd ] Annual General Meeting (AGM) of the Company was duly convened on 15[th ] September, 2020 through Video Conferencing (VC)/Other Audio Video Means (OA VM) at 2.30 p.m. IST.

In this regard, please find enclosed the following:

1) Summary of the proceedings of the AGM of the Company as required under Regulation 30, Para A of Part A of Schedule - III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Annexure - I
2) Consolidated Scrutinizer Report dated 15[h ] September, 2020 submitted by A. K. Labh & Co., Practicing Company Secretaries, Kolkata pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 - Annexure II.

This is for your infonnation and records.

Thanking you.

Yours faithfully,

For Exide Industries Limited

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Jiten ra Kumar

Company Secretary and EVP- Legal & Administration ACS No. 11159

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Encl: as stated above

Exide Industries Limited, Exide House, 59E Chowringhee Road, Kolkata-700 020 Phone : (033) 2302-3400, Fax : (033) 2283-2642/37 e-mail : [email protected],www.exideindustries.com CIN: L31402WB1947PLC014919

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&EXIDE

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Annexure - I

Summary of Proceedings of 73[rd ] AGM of Exide Industries Limited convened on Tuesday, 15[th ] September 2020 at 2.30 PM through Video Conferencing/ Other Audio-Visual Means (OAVM)

The 73[rd ] Annual General Meeting (AGM) of Members of the Company was held on Tuesday, 15[th ] September, 2020 through Video Conferencing/Other Audio-Visual Means at 2.30 p.m. IST.

Mr. Bharat Dhirajlal Shah, Chainnan of the Company, chaired the proceedings of the Meeting. He informed that the AGM was conducted through VC / OA VM facility in accordance with the circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) and affinned that all feasible efforts had been taken by the Company under the current circumstances to enable members to participate through Video Conference and vote at the AGM.

The requisite quorum being present, the meeting was called to order by the Chainnan. Thereafter the directors and Company Secretary introduced themselves. The Chaim1an of the Audit committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee were present at the meeting. Leave of absence was granted to Mr. R B Raheja, Vice Chairman & Non-executive Non-independent Director. The Chairman confirmed the presence of Statutory Auditor, Cost Auditor and Secretarial Auditor and Scrutinizer for the remote e-voting and e-voting during the AGM.

The Company Secretary provided general instructions to the Members regarding participation in the Meeting and infonned that pursuant to the provisions of the Companies Act, 2013, the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided facility to the members to cast their vote through remote e-voting which commenced from Saturday, 12[th ] September, 2020 (9.00 a.m. IST) and ended on Monday, 14[t][h ] September, 2020 (5.00 p.m. 1ST). During this period, all Members of the Company, holding shares either in physical form or in dematerialized fonn, as on the cut-off date i.e. Tuesday, 8[th ] September, 2020, had the opportunity to cast their votes electronically. The Members were informed that the facility for voting through e-voting system provided by NSDL was made available during the AGM for Members who had not cast their vote prior to the meeting.

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He infonned that the Statutory Registers under the Companies Act, 2013 and other documents as referred to in the AGM Notice had been kept open for electronic inspection by the Members through the link provided on NSDL's e-voting platfonn.

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& EXIDE

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Thereafter, the Chairn1an delivered his speech highlighting inter-alia the prevailing global and Indian economy scenario. He then invited Mr. Gautam Chatterjee, Managing Director & CEO of the Company to deliver his speech. Mr. Chatterjee highlighted the perfonnance of the overall auto industry, operational perfonnance of the Company during the FY 2019-20 and Company's adaptability in the COVID pandemic situation.

Thereafter, the Chainnan of the Meeting resumed the proceedings of the Meeting and with the consent of the shareholders, the Notice convening the AGM and the Auditor's Repo1i were taken as read.

The agenda items of the Notice of 73rd AGM were read for the infonnation of the members as below:

Sr. �o.	Particulars	Type of Resolution
Ordinary Business
1.	Adoption of audited financial statements of the Company for the financial year ended 31 stMarch, 2020 together with the reports of the Directors' and Auditors' thereon and consolidated financial statements of the Company for the fnancialyear ended 31stMarch, 2020	Ordinary Resolution
2.	Confinnation of first and second interim dividend paid during the fnancial year ended 31stMarch, 2020	Ordinary Resolution
3.	Re-appointmentofMr.Rajan B. Raheja(havingDIN 00037480) director retiring by rotation	Ordinary Resolution
Special Business
4.	Ratifcation of remuneration payable to Mis Mani & Co., Cost Auditors for fnancial year 2020-21	Ordinary Resolution

The Chainnan announced that the e-voting facility has been activated and will be closed after 30 minutes from the closure of the Meeting. Thereafter he invited Members who had pre registered themselves as speakers, to raise queries, offer comments or seek clarifications (if any) on the Company's accounts and businesses. A total of 15 Members sought clarification on various issues which covered inter alia queries on Company's strategy on electric vehicle market, CAPEX, accounts, exports, impact of COVID 19, capacity utilization, cost reduction initiatives, dividend, etc. The Chairman, thereafter, thanked all the Members for raising meaningful and pertinent questions. The Managing Director & CEO responded to the queries raised by Members and provided clarifications wherever required.

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Exide Industries Limited, Exide House, 59E Chowringhee Road, Kolkata-700 020 Phone : (033) 2302-3400, Fax: (033) 2283-2642/37 e-mail : [email protected], www.exideindustries.com GIN: L31402WB1947PLC014919

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&EXIDE

The Chairman then announced that Mr. A. K. Labh, Practising Company Secretary, was appointed as the Scrutinizer to scrutinise the e-voting process and requested the Members to continue to vote through electronic system, if not already voted through remote e-voting. He stated that e-voting results along with the Consolidated Scrutinizers Report shall be infonned to the Stock Exchanges and also be placed on website of the Company and on the website ofNSDL, the e-voting agency.

Thereafter, Chainnan thanked and expressed his gratitude towards all the stakeholders of the Company including the shareholders, partners, employees, customers and co-directors for their valuable contribution towards the Company's perfonnance.

The meeting concluded at 5.16 P.M.

Post the conclusion of voting at the venue, the consolidated scrutinizer's report was received.

All the resolutions have been passed with requisite majority.

This is for your information and records.

Thanking you.

Yours faithfully,

For Exide Industries Limited

· endra Kumar

Company Secretary and EVP- Legal & Administration ACS No. 11159

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Exide Industries Limited, Exide House, 59E Chowringhee Road, Kolkata-700 020 Phone : (033) 2302-3400, Fax: (033) 2283-2642/37 e-mail : [email protected],www.exideindustries.com CIN: L31402WB1947PLC014919

Annexure- II

FCS, ACMA (ICAI), MBA, M.Com., ACSI (Lend) DIM, DHRD, PGHDSM, 01RPM Practicing Company Secretary

A. K. LABH

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A. K. LABH & Co.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 (f) (033} 2221-9381, Fax: (033} 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected]. Website : www.aklabh.com

CONSOLIDATED SCRUTINIZER'S REPORT

[Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014]

The Chairman

of the 73[rd ] Annual General Meeting of Exide Industries Limited Exide House 59E, Chowringhee Road Kolkata - 700 020

Dear Sir,

I, Atul Kumar Labh, Practicing Company Secretary (FCS - 4848 / CP - 3238) and proprietor of Mis. A. K. Labh & Co., Company Secretaries, Kolkata was appointed as the scrutinizer in connection with the[7] 3[rd ] Annual General Meeting ("AGM") of the members of "Exide Industries Limited'' ("Company") held on Tuesday, the 15[th ] day of September, 2020 at 2:30 p.m. through Video Conferencing ("VC") / Other Audio Visual Means ("OA VM") in terms of MCA Circular No. 20/2020 dated 5[th ] May, 2020 read with Circular Nos. 14/2020 dated g th April, 2020 and 1[7] /2020 dated 13[th ] April, 2020 (collectively referred as "MCA Circulars") for the purpose of scrutinizing the electronic voting ("e-voting") process through remote e-voting and e-voting at the AGM in a fair and transparent manner and ascertaining the requisite majority for the said voting as per the provisions of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, on the resolutions referred to in this report.

The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013, MCA Circulars and the Rules relating to remote e-voting and e voting at the AGM on the resolutions contained in the Notice of the AGM dated the 5[th ] day of June, 2020. My responsibility as a scrutinizer for remote e-voting and e-voting at the AGM is restricted to make a Scrutinizer's Report of the votes cast "in favour" or "against" the resolutions, based on the reports generated from the e-voting system of National Securities Depository Limited ("NSDL"), the agency engaged by the Company to provide the facilities for both remote e-voting and e-voting at the AG�H ~~I �~~ c-� I< .,�a[«o] � : ~~' WS'" <~~ % .. , :!,.'lf_ � �YSeC�[e ] ACCREDITED

A.K.LABH FCS, ACMA (ICAI), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIRPM Practicing Company Secretary

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A. K. LABH & Co.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 <l) (033) 2221-9381, Fax: (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / aklabhcs@[g] mail.com Website : www.aklabh.com

I submit my report as under

The remote e-voting period remained open from 9.00 A.M. IST on Saturday, the 12[th ] day of September, 2020 up to 5.00 P.M. IST on Monday, the 14[th ] day of September, 2020.
The shareholders holding shares as on the "cut off" date, i.e. the g[th ] day of September, 2020 were entitled to vote on the proposed 4 (Four) resolutions as mentioned in the Notice dated the 5[th ] day of June, 2020 of the AGM of the Company.
The Company has also provided e-voting facility at the AGM to enable the shareholders attending the AGM through VC / OA VM to cast the votes in case the same has not been cast by them through remote e-voting.
after the completion of the AGM in the presence of two witnesses, namely, Mr. Amit Kumar Labh, residing at 71, Narsingh Dutta Road, Kolkata - 700008 and Mr. Asit Kumar Labh, residing at 25, Bhuvan Mohan Roy Road, Kolkata - 700008, who are not in employment of the Company.
1. The votes were unblocked on Tuesday, the 15th day of September, 2020 around 5:30 p.m.
The e-voting data/results downloaded from the e-voting system of NSDL were scrutinized and reviewed; the votes were counted, and the results were prepared.
The combined result of the remote e-voting and e-voting at the AGM [EVEN : 113353] is as under:

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ACCREDITED

A.K.LABH FCS, ACMA (ICAI), MBA, M.Com., ACSI (Land) DIM, DHAD, PGHDSM, DIRPM Practicing Company Secretary

(®)

A. K. LABH & Co. Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 (l) (033) 2221-9381, Fax : (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : w.aklabh.com

ORINARY BUSINESS:

a) Resolution 1

Adoption of audited financial statements (including audited consolidated financial statements) for the financial year ended 31st March, 2020 and the Reports of the Directors and the Auditors thereon

(i) Voted in favour of the Resolution:

*(i Voted in favour of the*	*Resolution:*
*Mode of voting*	*Number of* *Members voted*	*Number of votes* *cast by them*	%*of total* *number of valid* *votes cast*
Remote e-voting	596	681764846
E-voting at AGM	20	33131
Total	616	681797977	99.9998%

(ii) Voted against the Resolution:

*Mode of voting*	*Number of* *Members voted* -	*Number of votes* *cast by them*	%*of total* *number of* *valid votes* *cast*
Remote e-voting	13	1154
E-voting at AGM	0	0
Total	13	1154	0.0002%

(iii) Invalid Votes:

*Total number of* *members whose votes* *were declared invalid*	*Total number of* *votes cast by them*
0	0

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ACCREDITED

A. K.LABH

FCS, ACMA (ICAI), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIRPM Practicing Company Secretary

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A. K. LABH & Co.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 (l) (033) 2221-9381, Fax: (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected]. Website : w.aklabh.com

b) Resolution 2

Confirmation of first and second interim dividend paid during the financial year ended 31st March 1 2020

(i) Voted in favour of the Resolution:

*(i Voted in favour of the*	*Resolution:*
*Mode of voting*	*Number of* *Members voted*	*Number of votes* %*of total* *cast by them* *number of* *valid votes* *cast*
Remote e-voting	601	681980158 32956
E-voting at AGM	19
Total	620	682013114 99.9999%

(ii) Voted against the Resolution:

*Mode of voting*	*Number of* *Number of votes* *Members voted* *cast by them*	*Number of* *Number of votes* *Members voted* *cast by them*	%*of total* *number of* *valid votes* *cast*
Remote e-voting E-voting at AGM	11 845 1 175
Total	12	1020	0.0001%

(iii) Invalid Votes:

*(iii) Invalid Votes:*
*Total number of* *members whose votes* *were declaredinvalid*	*Total number of* *votes cast by them*
0	0

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. . •

ACCREDITED

A. K. LABH FCS, ACMA (ICAI), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIRPM Practicing Company Secretary

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A. K. LABH & Co.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 (l) (033) 2221-9381, Fax: (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

c) Resolution 3

Re-appointment of Mr. Rajan 8. Raheja (having DIN: 00037480) 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:*
*Mode of voting*	*Number of* *Members voted*	*Number of votes* *cast by them*	%*of total* *number of* *valid votes* *cast*
Remote e-voting	446	610583986
E-voting at AGM	18	33109
Total	464	610617095	91.9307%

(ii) Voted against the Resolution:

*(ii) Voted against the Resolution:*
*Mode of voting* *Number of* *Number of votes* *Members voted* *cast by them*	%*of total* *number of* *valid votes* *cast*
Remote e-voting - 153 53597128 E-voting at AGM 2 22 Total 155 53597150 8.0693%
E-voting at AGM 2 22 Total 155 53597150

(iii) Invalid Votes:

*Total number of* *members whose votes* *were declared invalid*	*Total number of* *votes cast by them*
0	0

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-� • ACCREDITED

A. K. LABH FCS, ACMA (ICAI), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, 01RPM Practicing Company Secretary

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A. K. LABH & Co.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 ({) {033) 2221-9381, Fax: (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : w.aklabh.com .

SPECIL BUS/NESS:

*Mode of voting*	*Number of* *Members voted*	*Number of votes* *cast by them*	%*of total* *number of* *valid votes* *cast*
Remote e-voting	- 30	4408
E-voting at AGM	0	0
Total	30	4408	0.0006%

AI assistant

Exide Industries Ltd. — AGM Information 2020

60960_rns_2020-09-15_29735fa2-6f65-47e6-9954-e0acc2b10156.pdf

& EXIDE

Sub: Proceeding of 73[rd ] Annual General Meeting (AGM) and Scrutinizer's report

For Exide Industries Limited

Jiten ra Kumar

Annexure - I

Summary of Proceedings of 73[rd ] AGM of Exide Industries Limited convened on Tuesday, 15[th ] September 2020 at 2.30 PM through Video Conferencing/ Other Audio-Visual Means (OAVM)

&EXIDE

For Exide Industries Limited

· endra Kumar

A. K. LABH

A. K. LABH & Co.

CONSOLIDATED SCRUTINIZER'S REPORT

The Chairman

Dear Sir,

A. K. LABH & Co.

Company Secretaries

(®)

ORINARY BUSINESS:

a) Resolution 1

(i) Voted in favour of the Resolution:

(ii) Voted against the Resolution:

(iii) Invalid Votes:

A. K.LABH

A. K. LABH & Co.

Company Secretaries

b) Resolution 2

(i) Voted in favour of the Resolution:

(ii) Voted against the Resolution:

(iii) Invalid Votes:

A. K. LABH & Co.

Company Secretaries

c) Resolution 3

Re-appointment of Mr. Rajan 8. Raheja (having DIN: 00037480) who retires by rotation and, being eligible, offers himself for re-appointment

(i) Voted in favour of the Resolution:

(ii) Voted against the Resolution:

(iii) Invalid Votes:

A. K. LABH & Co.

Company Secretaries

SPECIL BUS/NESS:

d) Resolution 4 : Ordinary Resolution

(i) Voted in favour of the Resolution:

(ii) Voted against the Resolution:

(iii) Invalid Votes:

A.K.LABH

Received the Report of the Scrutinizer

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Exide Industries Ltd. AGM Information 2020