Grindwell Norton Ltd. — AGM Information 2019

Jul 25, 2019

July 25, 2019

National Stock Exchange oflndia Limited Exchange Plaza, Bandra Kurla Complex Bandra (East), Mumbai 400 051 Symbol: GRINDWELL

BSE Limited P.J. Towers, Dalal Street Mumbai 400 001 Scrip Code No. 506076 (BSE)

Dear Sirs,

69th Annual General Meeting {"AGM") and voting results

The 69th AGM of the Company was held today and the business mentioned in the Notice dated May 29, 2019 were transacted. In this regard, please find enclosed the following:

• Summary of proceedings as required under Regulation 30, Part-A of Schedule-III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
• Voting results as required under Regulation 44 of the Listing Regulations.
• Report of Scrutinizer dated July 25, 2019, pursuant to Section 108 of the Companies Act, 2013 (" Act") and Rules framed thereunder.

This is for your information and records.

Thanking you,

Yours faithfully, For Grindwell Norton Limited

K. Visweswaran Company Secretary Membership No. A16123

5th Level, Leela Business Park, Andheri Kurla Road, Maro!, Andheri (East), Mumbai - 400 059

Encl: As above.

Summary of proceedings of the 69th Annual General Meeting:

The 69th Annual General Meeting ("AGM") of the Members of Grindwell Norton Limited ("GNO") was held on Thursday, July 25, 2019 at 3 :00 p.m. at M.C. Ghia Hall, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai 400 00 I. Mr. Keki M. Elavia, chaired the meeting. The requisite quorum being present, the Chairman called the meeting to order. He introduced the Directors on the dias.

The Chairman delivered his speech. The Chairman informed that the Company has provided the Members, facility to cast their vote electronically, on all resolutions set forth in the Notice. Members who were present at the AGM and had not cast their votes electronically were provided an opportunity to cast their votes at the end of the Meeting through Ballot Paper.

The following items of business, as per the Notice of AGM dated May 29, 2019, were transacted at the meeting.

I.	To receive, consider and adopt:
	a. the Audited Financial Statements of the Company for the financial year ended March 31 , 2019, together with the Reports of the Board of Directors and the Aud it ors thereon; and,
	b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2019, together with the Report of the Auditors thereon.
2.	To declare a dividend on Equity Shares for the financial year ended March 31 , 2019.
3.	To appoint a Director in place of Mr. Patrick Millot (Director Identification No. 00066275), who retires by rotation and being eligible, offers himself for re-appointment.
4.	Appointment of Mr. Sreedhar Natarajan as a Director of the Company.
5.	Appointment of Dr. Archana Niranjan Hingorani as an Independent Director of the Company.
6.	Re-appointment of Mr. Keki M. Elavia as an Independent Director of the Company.
7.	Ratification of Remuneration to Cost Auditor of the Company.

Before the Item No. 6 of the Notice, Mr. Keki M. Elavia requested Mr. Anand Mahajan to chair the meeting. Mr. Anand Mahajan mentioned that based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 29, 20 I 9, subject to the approval of the Members at this AGM, has re-appointed Mr. Keki 1\1. Elavia as an Independent, Non-Executive Director for a second term of five consecutive years from July 23, 2019 to July 22, 2024.

Post approval of the Item No. 6 by the Members, Mr. Anand Mahajan requested Mr. Keki M. Elavia to chair the rest of the meeting.

The clarification was provided to the queries raised by the Members.

.. 2 ..

Grindwell Norton Limit ed

Registered Office: Leela Business Park. 5th Level. Andheri-Kurla Road. Marci, Andheri (East) • Mumbai - 400 059 • India Tel: +91-22-40212121 • Fax: +91-22-40212102 • www.9rindwellnorton.com • CIN No. L26593MH1950PLC008163

.. 2 ..

The Chairman authorised the Company Secretary to declare the results of voting.

Mr. Mitesh Dhabliwala (Membership No. FCS 8331) who was appointed as the Scrutinizer to scrutinize the voting by remote e-voting and votes cast through Ballot Paper at the AGM in fair and transparent manner, has submitted his report. The Scrutinizer's Report was received and accordingly all the Resolutions as set out in the Notice were declared as passed.

This is for your information and records.

Thanking you,

Yours faithfully, For Grindwell Norton Limited

~-~

K. Visweswaran Company Secretary

Grindwel l Norton Limited Registered Office: Leela Business Park, 5th Level, A ndheri-Kurla Road, Marci. Andheri (East) • Mumbai - 400 059 • India Tel: +91-22-40212121 • Fax: +91-22-40212102 • www.grindwellnorton.com • CIN No. L26593MH1950PLC008163 kPSAINT•G08A.IN

	Voting through Ballot Paper and Electronic Voting le-voting) of Grindwell Norton Limited· details of voting results
Date of the AGM/ EGM	25-Jul-19
Total number of shareholders on record date	16043
No. of Shareholders present in the meeting either in person or through proxy:
Promoters and Promoter Group:	10
Public:	49
No. of Shareholders attended the meeting through Video Conferencing:
Promoter and Promoter Group:
Public:	Not Applicable
Resolution Required: (Ordinary/Special)	Ordinary Resolution
Whether promoter/promoter group are interested in the agenda/resolution?	Yes, deemed to be interested to the extent of their respective shareholding in the Company

ORDINARY BUSINESS:

Item No. 1:

To receive, consider and adopt:

a. the Audited Financial Statements of the Company for the financial year ended March 31, 2019, together with the Reports of the Board of Directors and the Auditors thereon; and,

b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2019, together with the Report of the Auditors thereon

	Promoter /Public	Mode of Voting	Total No. of Shares Heid	No. of votes polled	% of Votes Polled on outstanding shares	No. of Votes - in favour	No. of Votes favour on against on - against	%of Votes in votes polled	% of Votes votes polled	Invalid Votes
			[1]	[2]	[3]=((2)/(1)] *100	[4]	[5]	. (2)1*100	[6]=((4)/ [7]=((5)/(2)] * 100	(8]
		E·Voting		0	0 .00	0	0	0.00	0.00	0
		Poll		63577144	98.46	63577144	0	100.00	0.00	0
1	Promoter and Promoter Group	Postal Ballot l(if annlicablel	64574772	0	0.00	0	0	0.00	0.00	0
		Total		63577144	98.46	63577144	0	100.00	0.00	0
		E-Votino		18436102	84.89	18436102	0	100.00	0.00	0
		Poll		0	0.00	0	0	0.00	0.00	o·
2	Public - Institutional holders	Postal Ballot lrif annlicablel	21717862	0	0.00	0	0	0 .00	0.00	0
		Total		18436102	84.89	18436102	0	100.00	0.00	0
		E-Votino		185847	0 .76	185779	68	99.96	0.04	0
		Poll		60836	0.25	60836	0	100.00	0.00	3460
3	Public-Others	Postal Ballot I/if annlicablel	24427366	0	0.00	0	0	0.00	0.00	0
		Total		246683	1.01	246615	68	99.97	0.03	3460
		E-Voting		18621949	16.82	18621881	68	100.00	0.00	0
		Poll		63637980	57.48	63637980	0	100.00	0.00	3460
	Total Pesta I Ballot /if annlicablel	110720000	0	0.00	0	0	0.00	0 .00	0
		Total		82259929	74.30	82259861	68	100.00	0.00	3460

ry/ Special)	ry Resolution
Resolution required: (Ordina	Ordina
Whether promoter/ promoter group are inte rested in the agenda/resolution?	Yes, deemed to be intereste d to the extent of their respective shareholding in the Compa ny

ORDI NARY BUSINESS:

Item No. 2:

To declare a dividend on Equity Shares for the financial year ended March 3 1, 2019

	Promote r/Public	Mode of Voting	Total No. of No. of votes Shares Held polled		0/o of Votes Polled on outstanding shares	No. of Votes - in favour	No. of Votes - against	0/o of Votes in votes I POiied	0/o of Votes favour on against on Votes votes polled	Invalid
			[ 1 ]	[ 2 ]	[3]=[(2)/(1)] * 100	[4]	[5]	* 100 f2ll (2)1	[6]=[(4)/ [7]=[(5)/ * l00	[8]
		E-Voting		0	0 .00	0	0	0.00	0.00	0
		Poll		63577144	98.46	63577144	0	100.00	0.00	0
1	Promoter and Promoter Group	Postal Ba llot (if annlicable)	64 574772	0	0.00	0	0	0.00	0 .00	0
		Total		63577144	98.46	63577144	0	100.00	0 .00	0
		E-Voting		18436102	84.89	18436102	0	100.00	0.00	0
		Poll		0	0.00	0	0	0.00	0 .00	0
2	Public - Institutional holders	Postal Ballot (if annlicable)	21717862	0	0.00	0	0	0.00	0.00	0
		Total		18436102	84.89	18436102	0	100.00	0.00	0
		E-Voting		185847	0.76	185778	69	99.96	0.04	0
		Poll		60836	0.25	60836	0	100.00	0.00	3460
3	Public-Others	Postal Ballot /if annlicablel	24427366	0	0.00	0	0	0.00	0 .00	0
		Total		246683	1.01	246614	69	99.97	0.03	3460
		E-Voting		18621949	16.82	18621880	69	100.00	0 .00	0
		Poll		63637980	57.48	63637980	0	100.00	0 .00	3460
	Total	Postal Ballot <if annlicablel<="" td="">	110720000	0	0.00	0	0	0 .00	0.00	0	110720000	0	0.00	0	0	0 .00	0.00	0
		Total		82259 9 29	74.30	8 2 259860	6 9	100.00	0 .00	3460

Resolution required: (Ordinary/ Special)	Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/resolution?	Yes, deemed to be interested to the extent of their respective shareholding in the
	Company

ORDINARY BUSINESS:

Item No. 3:

To appoint a Director in place of Mr. Patrick Millot (Director Identification No. 00066275), who retires by rotation and, being eligible, offers himself for re-appointment

	Promoter/ Public	Mode of Voting	Total No. of Shares Held	No. of votes polled	% of Votes Polled on outstanding shares	No. of Votes - in favour	No. of Votes - against	%of Votes in votes oolled	%of Votes favour on against on Votes votes lnolled	Invalid
			[1]	[2]	[3]=[(2)/(1)] *100	[4]	[5]		[6]=[(4)/ [7]=[(5)/ (2)1100 (2)1100	[8]
		E-Voting		0	0.00	0	0	0.00	0.00	0
		Poll		63577144	98.46	63577144	0	100.00	0.00	0
1	Promoter and Promoter Group	Postal Ballot (if annlicablel	64574772	0	0 .00	0	0	0.00	0.00	0
		Total		63577144	98.46	63577144	0	100.00	0.00	0
		E-Voting		18436102	84.89	9765732	8670370	52.97	47.03	0
		Poll		0	0.00	0	0	0.00	0.00	0
2	Public - Institutional holders	Postal Ballot fif aMlicable\	21717862	0	0.00	0	0	0.00	0.00	0
		Total		18436102	84.89	9765732	8670370	52.97	47.03	0
		E-Voting		185847	0.76	171660	14187	92.37	7.63	0
		Poll		60836	0.25	60836	0	100.00	0.00	3460
3	Public-Others	Postal Ballot lfif annlicable\	24427366	0	0.00	0	0	0 .00	0.00	0
		Total		246683	1.01	232496	14187	94.25	5.75	3460
		E-Voting		18621949	16.82	9937392	8684557	53.36	46.64	0
		Poll		63637980	57.48	63637980	0	100.00	0.00	3460
	Total	Postal Ballot (if annlicable\	110720000	0	0.00	0	0	0.00	0.00	0
		Total		82259929	74.30	73575372	8684557	89.44	10.56	3460

Resolution required: (Ordinary / Special)	Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/resolution?	he extent of their respective shareholding in Yes, deemed to be interested to t

the Company

SPECIAL BUSI NESS:

Item No. 4 :

Appointment of Mr. Sreedhar Natarajan as a Director of the Company

	Promoter /Public	Mode of Voting	Total No. of Shares Held	No. of votes polled	% of Votes Polled on outstanding shares	No. of Votes - in f avour	No. of Votes - against	% of Votes in votes polled	% of Votes favour on against on Votes votes polled	Invalid
			[ 1 ]	[2]	[(2)/(1)) [3]= *100	[4]	[ 5 ]	=[(4)/ [7] [6] (2) 1 100 (2)1	= [(5)/ 100	[8]
		E-Voting		0	0 .00	0	0	0.00	0.00	0
		Poll		63577144	98.46	63577144	0	100.00	0 .00	0
1	Promoter and Promoter Group Postal Ballot	l(if annlicable)	64574772	0	0 .00	0	0	0.00	0 .00	0
		Total		63577144	98.46	63577144	0	100.00	0.00	0
		E-Votino		18436102	84.89	18408427	27675	99.85	0.15	0
		Poll		0	0.00	0	0	0.00	0 .00	0
2	Public - I nstitutional holders	Posta I Ballot (If aoollcablel	21717862	0	0.00	0	0	0.00	0.00	0
		Total		18436102	84.89	18408427	27675	99.85	0 .15	0
		E-Voting		18584 7	0 .76	171660	14187	92.37	7.63	0
		Poll		60836	0 .25	60836	0	100.00	0.00	3460
3	Public-Others	Postal Ballot I/if annlicable)	244 27366	0	0.00	0	0	0.00	0.00	0
		Total		246683	1.0 1	232496	14187	94.25	5.75	3460
		E-Voting		18621949	16.82	18 580087	41862	99.78	0.22	0
		Poll		63637980	57.48	63637980	0	100.00	0.00	3460
	Total	Postal Ba llot lrif annlicable)	110720000	0	0 .00	0	0	0 .00	0.00	0
		Tota l		8 2259929	74.30	8 2 218067	4 1862	99.95	0 .05	3460

Resolution required: (Ordinary/ Special)	Ordinary Resolution
Whether promoter/ promoter group are interested in the agenda/resolution?	Yes, deemed to be interested to the extent of their respective shareholding in the Company

SPECIAL BUSINESS:

Item No. 5:

Appointment of Dr. Archana Niranjan Hingorani as an Independent Director of the Company

	Promoter/Public	Mode of Voting	Total No. of Shares Held	No. of votes polled	% of Votes Polled on outstanding shares	No. of Votes - in favour	No. of Votes - against	% of Votes in votes polled	%of Votes favour on against on Votes votes polled	Invalid
			[1]	[2]	[3]=[(2)/(1)] *100	[4]	[5]		[6]=[(4)/ [7]=[(5)/ (2)1100 (2)1100	[8]
		E-Voting		0	0.00	0	0	0.00	0.00	0
		Poll		63577144	98.46	63577144	0	100.00	0.00	0
1	Promoter and Promoter Group	Post a I Ballot l(if annllcable)	64574772	0	0.00	0	0	0.00	0.00	0
		Total		63577144	98.46	63577144	0	100.00	0.00	0
		E-Voting		18436102	84.89	18436102	0	100.00	0.00	0
		Poll		0	0.00	0	0	0.00	0.00	0
2	Public - Institutional holders	Postal Ballot I/if annlicablel	21717862	0	0.00	0	0	0.00	0.00	0
		Total		18436102	84.89	18436102	0	100.00	0.00	0
		E-Voting		185847	0.76	185098	749	99.60	0.40	0
		Poll		60836	0.25	60836	0	100.00	0.00	3460
3	Public-Others	Postal Ballot l!if annlicablel	24427366	0	0 .00	0	0	0.00	0.00	0
		Total		246683	1.01	245934	749	99.70	0.30	3460
		E-Voting		18621949	16.82	18621200	749	100.00	0.00	0
		Poll		63637980	57.48	63637980	0	100.00	0.00	3460
	Total	Postal Ballot '(if aoolicable)	110720000	0	0.00	0	0	0.00	0 .00	0
		Total		82259929	74.30	82259180	749	100.00	0.00	3460

Resolution required: (Ordinary/ Special)	Special Resolution
Whether promoter/ promoter group are inte	Yes, deemed to be interested to the extent of their respective shareholding in
rested in the agenda/resolution?	the Company

SPECIAL BUSINESS:

Item No. ⁶ :

Re-appointment of Mr. Keki M. Elavia as an Independent Director of the Company

	Promoter /Public	Mode of Voting	Total No. of Shares He ld	No. of votes polled	% of Votes Polled on outstanding sha res	No. of Votes - in favour	No. of Votes - against	% of Votes in favour on against on I nvalid votes I Polled	% of Votes votes !polled	Votes
			( 1)	(2)	[3]=((2)/(1 )) *100	[4)	(5)	[ 6 ] = ((4)/ [ (2)1* 100	7 )=[(5)/ ( 2 \1*10 0	( 8 )
		E-Voting		0	0.00	0	0	0.00	0.00	0
		Poll		63577144	98.46	63577144	0	100.00	0.00	0
1	Promoter and Promoter Group	Postal Ballot (if annlicable)	64574772	0	0.00	0	0	0.00	0.00	0
		Total		63577144	98.46	63577144	0	100.00	0.00	0
		E-Votinq		18436102	84.89	184 36102	0	100.00	0.00	0
		Poll		0	0.00	0	0	0.00	0.00	0
2	Public - Institutional holders	Postal Ballot I/if annlicable)	21717862	0	0.00	0	0	0.00	0.00	0
		Total		18436102	84.89	18436102	0	100.00	0.00	0
		E-Votino		185847	0.76	171460	14387	92.26	7.74	0
		Poll		60836	0 .25	60836	0	100.00	0.00	3460
3	Public-Others	Postal Ballot (if annlicable)	24427366	0	0 .00	0	0	0.00	0.00	0
		Total		246683	1.01	232296	14387	94.17	5.83	3460
		E-Voting		18621949	16.82	18607562	14387	99.92	0.08	0
		Poll		63637980	57.48	63637980	0	100.00	0.00	3460
	Total	Postal Ballot /if annlicable\	110720000	0	0.00	0	0	0.00	0.00	0
		Total		8 2 259929	74.30	8 2245 542	14 387	99.9 8	0.02	3460

	Resolution required: (Ordinary/ Special)				Ordinary Resolution
	Whether promoter/ promoter group are interested in the agenda/resolution?				the Company		Yes, deemed to be interested to the extent of their respective shareholding in
Item No. 7	SPECIAL BUSINESS: : Ratification of Remuneration to Cost Auditor of the Company
	Promoter/Public	Mode of Voting	Total No. of Shares Held	No. of votes polled	% of Votes Polled on outstanding shares	No. of Votes - in favour	No. of Votes - against	% of Votes in votes polled	% of Votes favour on against on Votes votes polled	Invalid
			[1]	[2]	[3]=[(2)/(1)] *100	[4]	[5]		[6]=[(4)/ [7]=[(5)/ (2)1100 (2)1100	[8]
		E-Votino		0	0.00	0	0	0.00	0.00	0
		Poll		63577144	98.46	63577144	0	100.00	0 .00	0
1	Promoter and Promoter Group	Posta I Ballot l(if annlicable\	64574772	0	0.00	0	0	0.00	0.00	0
		Total		63577144	98.46	63577144	0	100.00	0 .00	0
		E-Votino		18436102	84.89	18436102	0	100.00	0.00	0
		Poll		0	0.00	0	0	0 .00	0.00	0
2	Public - Institutional holders	Postal Ballot (if aoolicable \	21717862	0	0.00	0	0	0.00	0.00	0
		Total		18436102	84.89	18436102	0	100.00	0 .00	0
		E-Voting		185847	0 .76	184929	918	99.51	0.49	0
		Poll		60836	0.25	60436	400	99.34	0.66	3460
3	Public-Others	Postal Ballot /if aoolicable\	24427366	0	0.00	0	0	0 .00	0 .00	0
		Total		246683	1.01	245365	1318	99.47	0.53	3460
		E-Voting		18621949	16.82	18621031	918	100.00	0 .00	0
		Poll		63637980	57.48	63637580	400	100.00	0.00	3460
	Total	Postal Ballot	110720000

All the resolutions, as set out in the Notice of Annual General Meeting dated May 29, 2019, were passed by the Members by requisite majority.

/if an licable\ 0 0 .00 0 0 0.00 0 .00 0 Total 82259929 74.30 82258611 1318 100.00 0.00 3460

. PARIKH & ASSOCIATES COMP ANY SECRET ARIES

Office:

111, 11th Floor, Sai-Dwar CHS Ltd, Sab TV Lane, Opp Laxmi Industrial Estate Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai : 400 053 Tel.: 26301232 / 26301233 / 26301240 Email : cs@parikhassociates.com parikh.associates@rediffmail.com

To, The Chairman Grindwell Norton Limited 5th Level, Leela Business Park, Andheri-Kurla Road, Marol, Andheri (East), Mumbai- 400059

Dear Sir,

Sub: Consolidated Scrutinizer's Report on e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and voting through Ballot Paper at the 69th Annual General Meeting of Grindwell Norton Limited held on Thursday, July 25, 2019 at 03.00 p.m. at M.C. Ghia Hall, Bhogilal Hargovindas Building, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai 400 001.

I, Mitesh Dhabliwala, of Parikh & Associates, Practising Company Secretaries, was appointed as the Scrutinizer by the Board of Directors of Grindwell Norton Limited pursuant to Section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e-voting process in respect of the below mentioned resolutions proposed at the 69th Annual General Meeting (AGM) of Grindwell Norton Limited on Thursday, July 25, 2019 at 03.00 p.m.

I was also appointed as Scrutinizer to scrutinize the voting process at the said AGM held on July 25, 2019.

The notice dated May 29, 2019 along with statement setting out material facts under Section 102 of the Act as confirmed by the Company were sent to the shareholders in respect of the below mentioned resolutions proposed at the AGM of the Company.

The Company had availed the e-voting facility offered by National Securities Depository Limited ("NSDL") for conducting remote e-voting by the Shareholders of the Company.

The Company had also provided voting through Ballot Paper to the shareholders present at the AGM and who had not cast their vote earlier through remote e-voting facility.

The shareholders of the company holding shares as on the "cut-off" date of Thursday, July 18, 2019 were entitled to vote on the resolutions as contained in the Notice of the AGM.

The voting period for remote e-voting commenced on Sunday, July 21, 2019 at 09:00 a.m. (1ST) and ended on Wednesday, July 24, 2019 at 05:00 p.m. (1ST) and the NSDL e-voting platform was blocked thereafter.

After the closure of the voting at the AGM, the report on voting done at the meeting was generated in my presence and the voting was diligently scrutinized.

The votes cast under remote e-voting facility were thereafter unblocked in the presence of two witnesses who were not in the employment of the Company and after the conclusion of the voting at the AGM the votes cast there under were counted.

I have scrutinized and reviewed the remote e-voting and votes tendered therein based on the data downloaded from the NSDL e-voting system and voting through Ballot Paper at the AGM.

The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting and the voting conducted through Ballot Paper at the venue of the meeting on the resolutions contained in the notice of the AGM.

My responsibility as scrutinizer for the remote e-voting and the voting conducted through Ballot Paper at the venue of the meeting is restricted to making a Scrutinizer's Report of the votes cast in favour or against the resolutions.

I now submit my consolidated Report as under on the result of the remote e-voting and voting through Ballot Paper at the AGM in respect of the said resolutions.

Resolution 1: Ordinary Resolution

To receive, consider and adopt:

• a. the Audited Financial Statements of the Company for the financial year ended March 31, 2019, together with the Reports of the Board of Directors and the Auditors thereon; and,
• b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2019, together with the Report of the Auditors thereon.

(i) Voted in favour of the resolution:

Number	of	members	Number of valid votes	% of total number of
voted			cast by them	valid votes cast
		144	8,22,59,861	100.00 (Rounded Off)

(ii) Voted against the resolution:

Number	of	members	Number of valid votes	% of total number of
voted			cast by them	valid votes cast
		4	68	0.00

Number of members whose votes were declared invalid	Number of invalid votes cast by them
4	3,460

Resolution 2: Ordinary Resolution

To declare a Dividend on Equity Shares for the financial year ended March 31, 2019.

(i) Voted in favour of the resolution:

Number of	members	Number of valid votes	% of total number of
voted		cast by them	valid votes cast
	143	8,22,59,860	100.00 (Rounded Off)

(ii) Voted against the resolution:

Number voted	of	members	Number of valid votes cast by them	% of total number of valid votes cast
		5	69	0.00

Number whose declared invalid	of votes	members were	Number of invalid votes cast by them
		4	3,460

Resolution 3: Ordinary Resolution

To appoint a Director in place of Mr. Patrick Millot (Director Identification No. 00066275), who retires by rotation and being eligible, offers himself for reappointment.

(i) Voted in favour of the resolution:

Number voted	of	members	Number of valid votes cast by them	% of total number of valid votes cast
		117	7,35,75,372	89.44

(ii) Voted against the resolution:

Number	of	members	Number of valid votes	% of total number of
voted			cast by them	valid votes cast
		31	86,84,557	10.56

Number of members whose votes were declared invalid	Number of invalid votes cast by them
4	3,460

Resolution 4: Ordinary Resolution

Appointment of Mr. Sreedhar Natarajan (Director Identification No. 08320482), as a Director of the Company.

(i) Voted in favour of the resolution:

Number of	members	Number of valid votes	% of total number of
voted		cast by them	valid votes cast
	139	8,22,18,067	99.95

(ii) Voted against the resolution:

Number	Number of valid votes	% of total number of
of members voted	cast by them	valid votes cast
9	41,862	0.05

Number members of whose votes were declared invalid	Number of invalid votes cast by them
4	3,460

Resolution 5: Ordinary Resolution

Appointment of Dr. Archana Niranjan Hingorani (Director Identification No. 00028037), as an Independent Director of the Company.

(i) Voted in favour of the resolution:

Number voted	of	members	Number of valid votes cast by them	% of total number of valid votes cast
		141	8,22,59,180	100.00 (Rounded Off)

(ii) Voted against the resolution:

Number	of	members	Number of valid votes	% of total number of
voted			cast by them	valid votes cast
		7	749	0.00

Number whose declared invalid	of members votes were	Number of invalid votes cast by them
	4	3,460

Resolution 6: Special Resolution

Re-appointment of Mr. Keki M. Elavia (Director Identification No. 00003940), as an Independent Director of the Company.

(i) Voted in favour of the resolution:

Number of voted	members	Number of valid votes cast by them	% of total number of valid votes cast
	139	8,22,45,542	99.98

(ii) Voted against the resolution:

Number of	members	Number of valid votes	% of total number of
voted		cast by them	valid votes cast
	9	14,387	0.02

Number whose declared invalid	of votes	members were	Number of invalid votes cast by them
		4	3,460

Resolution 7: Ordinary Resolution

Ratification of Remuneration to Cost Auditor of the Company.

(i) Voted in favour of the resolution:

Number of	members	Number of valid votes	% of total number of
voted		cast by them	valid votes cast
	140	8,22,58,611	100.00 (Rounded Off)

(ii) Voted against the resolution:

Number of members	Number of valid votes	% of total number of
voted	cast by them	valid votes cast
	8 1,318	0.00

(iii) Invalid votes:

members Number of whose votes were declared invalid	Number of invalid votes cast by them
4	3,460

Thanking you, Yours faithfully,

,~ ~ Dhabliwala

Mitesh Parikh & Associates Practising Company Secretaries FCS: 8331 CP No.: 9511 111,llth Floor, Sai Dwar CHS Ltd Sab TV Lane, Opp. Laxmi lndl. Estate, Off Link Road, Above Shabari Restaurant, Andheri West, Mumbai - 400053

Place: Mumbai Dated: July 25, 2019