Rallis India Ltd — AGM Information 2019

Jun 28, 2019

RALLIS INDIA LIMITED

Corporate Identity No. L36992MH1948PLC014083

2nd Floor Sharda Terraces Plot No 65 Sector 11 CBD Belapur Navi Mumbai 400 614 Tel 91 22 6776 1657 Fax 91 22 6776 1775 email yash.sheth@rallis.co.in

Yash Sheth Company Secretary

28" June, 2019

The General Manager Corporate Relationship Dept. BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Scrip Code: 500355

Asst. Vice President National Stock Exchange of India Ltd. Exchange Plaza, 5° Floor Plot No. C/1, G Block Bandra - Kurla Complex Bandra (E), Mumbai 400 051 Symbol: RALLIS

Dear Sir,

Sub: Proceedings and Voting Results of the 71 Annual General Meeting (AGM) of Rallis India Limited ('the Company') held on 28" June, 2019

The 71 AGM of the Company was held on Friday, 28" June, 2019 at 3.00 p.m. at Walchand Hirachand Hall, 4° Floor, Indian Merchant's Chamber Building, IMC Marg, Churchgate, Mumbai 400 020, to transact the business as stated in the Notice dated 25 April, 2019, convening the AGM.

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 Schedule - Ill of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('the Listing Regulations') - Annexure A.
• 2) Voting results 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 28° June, 2019, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014- Annexure C.

The Meeting concluded at 6:00 p.m. (1ST).

The Voting Results along with the Scrutinizer's Report dated 28 th June, 2019 is made available on the Company's website at http://www.rallis.co.in

This is for your information.

Kindly acknowledge receipt.

Thanking you,

Yours faithfully,

RALLIS INDIA LIMITED

2

COMPANY SECRETARY Encl.: as above

Regd Office 156/157 15th Floor Nari man Bhavan 227 Nari man Point Mumbai 400 021 Tel 91 22 6665 2700 Fax 91 22 6665 2847 website www.rallis.co.in

A TATA Enterprise

Summary of proceedings of the 71' Annual General Meeting

Annexure A

The 71 Annual General Meeting ('AGM' or 'Meeting') of the Members of Rallis India Limited ('the Company') was held on Friday, 28" June, 2019 at 3:00 p.m. at Walchand Hirachand Hall, 4" Floor, Indian Merchant's Chamber Building, IMC Marg, Churchgate, Mumbai 400 020. The AGM was voluntarily streamed live through webcast for the benefit of those Members who could not attend the Meeting in person.

Mr. Bhaskar Bhat chaired the Meeting. The requisite quorum being present, the Chairman called the meeting to order. The Proxy Register and other Registers and documents as required under various laws were available for inspection of the Members at the Meeting.

All the Directors attended the Meeting including Ms. Padmini Khare Kaicker, Chairperson of Audit Committee, Dr. C. V. Natraj, Chairperson of Nomination & Remuneration Committee and Dr. Punita Kumar Sinha, Chairperson of Stakeholders Relationship Committee. The representatives of B S R & Co. LLP, Statutory Auditors, M/s. Parikh and Associates, Secretarial Auditors and M/s. D. C. Dave & Co., Cost Auditors, were also present at the Meeting.

With the consent of the Members, the Notice of the Meeting was taken as read. The Members were informed that the Statutory Auditors' Report and Secretarial Audit Report did not have any qualifications.

The Chairman made his opening remarks covering Company's Performance review, financial performance during FY 2018-19, focus on regaining momentum, streamlining operations, safety & sustainability and future outlook.

Mr. Sanjiv Lal, Managing Director & CEO, made a presentation covering a brief introduction of Company's mission statement, financial performance of FY 2018-19, Company's strategic direction, business highlights and awards and recognitions.

The Chairman informed the members that the Company had provided its members the facility to cast their vote electronically through the National Securities Depository Limited ('NSDL') system. Further, Mr. Yash Sheth, Company Secretary, informed the Members that the e-voting facility was also made available at the AGM venue for the benefit of Members who were present at the Meeting and had not cast their votes through remote e-voting.

The Company Secretary informed that Mr. Bhaskar Upadhyay, Partner - N L Bhatia & Associates, Practicing Company Secretaries (Membership No. FCS 8663/ CP No. 9625) was the Scrutinizer appointed by the Board to scrutinize the remote e-voting and electronic voting at the AGM in a fair and transparent manner.

. ....2/-

The following resolutions set out in the Notice convening the AGM were proposed and seconded by members:

Item No.	Details of the Agenda	Resolution required (Ordinary/ Special)	Mode of Voting
1.	To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31 March, 2019 together with the Reports of the Board of Directors and Auditors thereon	Ordinary	Remote e-voting and e voting at AGM
2.	To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31° March, 2019 together with the Report of the Auditors thereon	Ordinary	Remote e-voting and e- voting at AGM
3.	To declare dividend for the financial year 2018-19 on Equity Shares	Ordinary	Remote e-voting and e voting at AGM
4.	To appoint a Director in place of Mr. Bhaskar Bhat (DIN: 00148778), who retires by rotation and being eligible, offers himself for re-appointment	Ordinary	Remote e-voting and e voting at AGM
5.	Approval for appointment of Mr. R. Mukundan (DIN: 00778253) as Managing Director & CEO for the term ending 31 March, 2019	Ordinary	Remote e-voting and e- voting atAGM
6.	Appointment of Mr. Sanjiv Lal (DIN: 08376952) as a Director of the Company	Ordinary	Remote e-voting and e voting at AGM
7.	Appointment of Mr. Sanjiv Lal (DIN: 08376952) as Managing Director & CEO of the Company	Ordinary	Remote e-voting and e- voting at AGM
8.	Re-appointment of Dr. Punita Kumar-Sinha (DIN: 05229262) as an Independent Director of the y Compan	Special	Remote e-voting and e voting at AGM
9.	Ratification of Cost Auditors' remuneration	Ordinary	Remote e-voting and e voting at AGM

The Chairman then invited the members to express their views, ask questions and seek clarifications on the operations and financial performance of the Company and the resolutions proposed. The Members were given an opportunity to speak in the order in which they had registered their names. After giving sufficient time to all Members who wished to speak, the Chairman alongwith the Managing Director & CEO appropriately responded to the queries raised by them.

The Chairman authorized Mr. Yash Sheth, Company Secretary to carry out the voting process. He also authorized the Company Secretary to accept, acknowledge and countersign the Scrutinizer's Report and declare the consolidated voting results. He informed the Members that the combined results of the remote e-voting and e-voting at the AGM venue would be announced on or before Saturday, 29° June, 2019 and the results along-with the Scrutinizer's Report would be intimated to the Stock Exchanges in terms of the Listing Regulations and would be placed on the website of the Company as well as website of National Securities Depository Limited, and would also be displayed at the Registered Office of the Company.

The Chairman then thanked the Members for their continued support and for attending and participating in the Meeting.

:3:

The Scrutinizer's Report was received after conclusion of the Meeting on 28° June, 2019. All the Resolutions were declared as passed with the requisite majority.

This is for your information and records.

Thanking You,

Yours faithfully, RALLIS INDIA LIMITED

YASH SHETH Company Secretary

Annexure B

71 Annual General Meeting Voting Results 4bl ill ills g lg4gg ggg22g2MOMA2lll NllggpQA8lOlillgg4 ggggggg2 g2p %a ala al

Date of the Annual General Meeting	28° June, 2019
Total number of shareholders on record date i.e. 21 June, 2019.	64,556
No. of Shareholders present at the meeting either in person or through proxy: Promoter and promoter group •	2
Public •	91
Number of Shareholders who attended the meeting through Video Conferencing: Promoter and promoter group • Public •	No arrangement

Yours faithfully,

YA SHETH COMPANY SECRETARY

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		Resolution required: (Ordinary/	Special)	5 Ordinary
	Whether promoter/promoter group are interested In the agenda/resolution?					No
		Description of resolution considered			To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2019 together with the Reports of the Board of
			No. of votes	% of Votes polled on outstanding	No. of votes - in	No. of votes-	% of votes in	% of Votes favour on votes against on votes
Category	Mode of voting	No. of shares held	polled	shares	favour	against	polled	polled
		(1)	(2)	(3)=[(2)/(1)] 100	(4)	(5)	(6)=[(4)/(2)1100 (7)=[(5)/(2)]	100
	E-Voting		97416610	100.0000	97416610	0	100.0000	0.0000
Promoter and	Poll	97416610	0	0.0000	0	0	0	0
	Promoter Group Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	97416610	97416610	100.0000	97416610	0	100.0000	0.0000
	E-Voting	44629362	37940423	85.0122	37940423	0	100.0000	0.0000
Public- Institutions	Poll Postal Ballot (if applicable)		0 0	0.0000 0.0000	0 0	0 0	0 0	0 0
	Total	44629362	37940423	85.0122	37940423	0	100.0000	0.0000
	E-Voting		2383042	4.5458	2381356	1686	99.9293	0.0707
Public-Non	Poll	52422918	9130	0.0174	9130	0	100.0000	0.0000
Institutions	Postal Ballot (if applicable) -		0	0.0000	0	0	0	0
	Total	52422918	2392172	4.5632	2390486	1686	99.9295	' 0.0705
	Total	194468890	137749205	70.8335	137747519	1686	99.9988	0.0012
					Whether resolution is Pass or Not.		:El h	is: •• Rite Yes H pEg
						Disclosure of notes on resolution E6E		3 )

RALLIS JNDIA LIMITED Y A S ~

C O M PANY SECRETARY

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		以下的 网络海绵 化氧化碳氧化物		Resolution (2)	adaga kilk	1941,67	1982-2014 36.22
		Resolution required: (Ordinary / Special)				Ordinary
	Whether promoter/promoter group are interested in the agenda/resolution?					No.
		Description of resolution considered			To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2019 together with the Report of the Auditors thereon.
Category	Mode of voting	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 favour on votes polled	% of Votes against on votes polled
		(1)	(2)	$(3)=[(2)/(1)]*100$	(4)	(5)	$(6)=[(4)/(2)]*100$	$(7)=[(5)/(2)]*100$
	E-Voting		97416610	100.0000	97416610	$\Omega$	100.0000	0.0000
Promoter and Promoter Group	Poll	97416610	n	0.0000	0	0	0
	Postal Ballot (if applicable)		01	0.0000	0	0	Ω
	Total	97416610	97416610	100.0000	97416610	0	100.0000	0.0000
	E-Voting		37940423	85.0122	37940423	$\Omega$	100.0000	0.0000
Public-	Poll	44629362	n	0.0000	0	0	Ω
Institutions	Postal Ballot (if applicable)		O	0.0000	$\Omega$	0	0
	Total	44629362	37940423	85.0122	37940423	$\Omega$	100.0000	0.0000
	E-Voting		2383042	4.5458	2381356	1686	99.9293	0.0707
Public- Non	Poll	52422918	9130	0.0174	9130	0	100.0000	0.0000
Institutions	Postal Ballot (if applicable)		0	0.0000	O	0	0
	Total	52422918	2392172	4.5632	2390486	1686	99.9295	0.0705
	Total	194468890	137749205	70.8335	137747519	1686	99.9988	0.0012

LIMITED YASH SHETH

COMPANY SECRETARY

3 i - 3 - ' # H I ± • r ' @r g i . 3 7 8 i '.,' oa # lt 'if R ' % 3 t ¥ e@aBco &Gw l s % :% a 4 & t« s» L83 % f % w % 3w± '3-%- % «%% ± % % % » % Resolution required: (Ordinary/ Ordinary Special) sted in the agenda/ Whether promoter/promoter group are intere resolution? No To declare dividend for the financial year 2018-19 on Equity Shares. Description of resolution considered % of Votes polled % of votes in % of Votes No. of votes -i No. of votes - No. of votes n against on votes Category on outstanding favour on votes Mode of voting No. of shares held against favour polled shares polled polled ] )]1 (3)=4(2)/(1 (6=[(4)/ (2)]10 100 (7\=[(5)/ (4) (5) (2) (2) (1) 00 0 E-Voting 97416610 100.0000 97416610 100.0000 0 97416610 Promoter and 0.0000 Poll 0 0 0 0 Promoter Group Postal Ballot {if applicable) 0.0000 0 0 0 0 Total 97416610 97416610 100.0000 97416610 100.0000 0 E-Voting 37985508 85.1133 37985508 100.0000 0 44629362 0.0000 Public- 0 0 0 0 Poll Institutions , Postal Ballot (if applicable) 0.0000 0 0 0 0 44629362 37985508 85.1133 37985508 100.0000 Total 0 E-Voting 4.5462 2383242 2383132 99.9954 110 52422918 0.0174 9130 9130 100.0000 Public- Non Poll 0 Institutions Postal Ballot (if applicable) 0.0000 0 0 0 0 52422918 Total 2392372 4.5636 99.9954 2392262 110 Total 194468890 137794490 70.8568 137794380 99.9999 110 Whether resolution is Pass or Not. Yes s Disclosure of notes on resolution «lflites"a#es F: RALLIS INDIA LIMITED COMPANY SECRETARY	0.0000 0 0 0.0000 0.0000 0 0 0.0000 0.0046 0.0000 0 0.0046 0.0001	i ' :3

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v	+ Whether promoter/promoter group are	Resolution required: (Ordinary/ interested in the agenda/reso	- R /i Special) lution?	,,,n\	f	l # / ' / Ordinary No	t - u B
		· Description of resolution considered			±	being eligible, offers himself for re-appointment.	To appoint a Director in place of Mr. Bhaskar Bhat (DIN: 00148778), who retires by rotation and	-
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding	No. of votes -i n favour	- No. of votes - against	% of votes in favour on votes	% of Votes against on votes
	·	(1)	(2)	shares ] (3)=[(2)/ (1) 100	(4)	(5)	polled 1 (6)=[(4)/ (2)]	polled ] 00 (7)=415)/ (2) 100
Promoter and	E-Voting Poll	97416610	97416610 0	100.0000 0.0000	97416610 0	0 0	100.0000 0	0.0000 0
Promoter Group	Postal Ballot (if applicable) Total	97416610	0 97416610	0.0000 100.0000	0 97416610	0 0	0 100.0000	0 0.0000
Public-	E-Voting Poll	44629362	37985508 0	85.1133 0.0000	29709386 0	8276122 0	78.2124 0	21.7876 0 0
Institutions	Postal Ballot (if applicable) Total	44629362	0 37985508	0.0000 85.1133	0 29709386	0 8276122	0 78.2124	21.7876
Public- Non Institutions	E-Voting Poll	52422918	2382917 9130	4.5456 0.0174	2376691 9130	6226 0	' 99.7387 100.0000	0.2613 0.0000
	Postal Ballot (if applicable) Total Total	52422918 194468890	0 2392047 137794165	0.0000 4.5630 70.8567	0 2385821 129511817 Whether resolution is Pass or Not.	0 6226 8282348	f 0 99.7397 93.9893 '	t 0 0.2603 6.0107

YASH SHETH COMPANY SECRETARY

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: .· ·,., ., .':: -: : •	5 5: .' 3 '. ., % · ·	0% · y4 Resolution required: (Ordinary/ %	y kR9 s Special)	ol 4on % > 1	»	Ordinary	.•
	Whether promoter/promoter group are	interested in the agenda/reso	lution?	No
					Approval for appointment of Mr. R. Mukundan (DIN: 00778253) as Managing Director & CEO for
		Description of resolution considered				the term ending 31st March, 2019.
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	I No. of votes -i n favour	No. of votes - against	% of votes in favour on votes polled	% of Votes against on votes polled
		(1)	(2)	] (3)=[(2)/(1 100 )	(4)	(s)	] (6)=[(4)/ (2)	] 100 (7\=H(5)/ (2) 100
	E-Voting		97416610	100.0000	97416610	0	100.0000	0.0000
Promoter and	Poll	97416610	0	0.0000	0	0	0	0
Promoter Group	Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	97416610	97416610	100.0000	97416610	0	100.0000	0.0000
	E-Voting		37985508	85.1133	37985508	0	100.0000	0.0000
Public-	Poll	44629362	0	0.0000	0	0	0	0
Institutions	Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	44629362	37985508	85.1133	37985508	0	100.0000	0.0000
	E-Voting		2382922	4.5456	2377104	5818	99.7558	0.2442
Public- Non	Poll	52422918	9130	0.0174	8930	200	97.8094	2.1906
Institutions	Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	52422918	2392052	4.5630	2386034	6018	99.7484	0.2516
	Total	194468890	137794170	70.8567	137788152	6018	99.9956	0.0044
					Whether resolution is Pass or Not	,	g	r " Yes
						Disclosure of notes on resolution	0 =, lp	w : 33a;4 yroansasy 338£3

YASH SHETH COMPANY SECRETARY

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± • · Res Whether promoter/	% • olution required promoter group are interested in the agenda/ Description of resolution considered	# w ; 2 R so e / : (Ordinary eci al p ) S resolution?	- lutio n(6)	w · ; »	" < % « Ordinary No	# » 5 %¥%% %	- "
			Appointment of Mr. Sanjiv Lal (DIN: 08376952) as a Director of the Company.
Mode of voting	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 favour on votes polled	% of Votes against on votes polled
	(1)	(2)	(3)=4(2)/ (1) 100	(4)	(5)	(6)=[(4)/ (2)	/ ] 100 (7)=1(5 (2) 100
E-Voting						100.0000	0.0000
Poll						0	0
Promoter Group Posta l Ballot (if applicable)						0	0
Total						100.0000	0.0000
E-Voting						100.0000	0.0000
Poll						0	0
Postal Ballot (if applicable)						0	0
Total	44629362						0.0000
E-Voting							0.2433
Poll							0.0000
						0	0
Total							0.2424
							0.0042
							4s&8#as 59 f, 3fps e, EWatfi?
	Postal Ballot (if applicable) Total		97416610 97416610 44629362 52422918 52422918 194468890	] 97416610 0 0 97416610 37985508 0 0 37985508 2381347 9130 0 2390477 137792595	100.0000 0.0000 0.0000 100.0000 85.1133 0.0000 0.0000 85.1133 4.5426 0.0174 0.0000 4.5600 70.8559	97416610 0 0 97416610 37985508 0 0 37985508 2375553 9130 0 2384683 137786801 Whether resolution is Pass or Not.	] 0 0 0 0 0 0 0 100.0000 0 99.7567 5794 100.0000 0 0 5794 99.7576 99.9958 5794 Yes - Disclosure of notes on resolution ; 45 3424 L

YASR SHETH COMPANY SECRETARY

interested in the agenda/ Whether promoter/promoter group are resolution? No Appointment of Mr. Sanjiv Description of resolution considered Lal (DIN: 08376952) as Managing Director & CEO of the Company. % of votes in % of Votes polled No. of votes - No. of votes - No. of votes in favour on votes on outstanding Mode of voting Category No. of shares held against polled favour polled polled shares ] 1 (6)=[(4)/ 415)/ (3)=4(2)/ 00 (7= (1)1100 (4) (2)] (s) (2) (1) (2) E-Voting 97416610 100.0000 97416610 100.0000 0 97416610 Promoter and ' 0 Poll 0.0000 0 0 0 Promoter Group I Postal Ballot (if applicable) 0 0.0000 0 0 0 Total 97416610 100.0000 97416610 100.0000 97416610 0 E-Voting 360449 99.0511 37625059 37985508 85.1133 44629362 0 Public Poll 0.0000 0 0 0 w Institutions Postal Ballot (if applicable) 0.0000 0 0 0 0 Total 360449 99.0511 37625059 85.1133 44629362 37985508 E-Voting 5949 99.7503 4.5455 2376953 2382902 52422918 100.0000 0.0174 9130 Public- Non 9130 0 Poll Institutions Postal Ballot (if applicable) 0.0000 0 0 0 0 Total 99.7513 52422918] 2386083 5949 2392032 4.5630 Total j 99.7341 137427752 366398 137794150 70.8567 194468890 ] Whether resolution is Pass or Not. Yes ; &Agg!, s.>#Nuara Disclosure of notes on resolution #ss a RALLIS INDIA LIMITED		Resolution required: (Ordinary/	R Special)	) esoliiti6ii (7	Ordinary
						% of Votes against on votes
						100
						0.0000
						0
						0
						0.0000
						0.9489
						0
						0
						0.9489
						0.2497
						0.0000
						0
						0.2487
						0.2659
COMPANY SECRETARY

-

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'»+. .• :. 5	\ ' : . · :•_, ·· ' •.	' ' ' :	• .R C	3 % esolut ion(8 +		@ • % \ 8	i : »	' i ::-; .
		Resolution required: (Ordinary/	Special)			Special
	Whether promoter/promoter group are	interested in the agenda/reso	lution?			No
		Description of resolution considered			Re-appointment of Dr. Punita Kumar-Sinha (DIN: 05229262) as an	Company.		Independent Director of the
				% of Votes polled	No. of votes -i	No. of votes -	% of votes in	% of Votes
Category	Mode of voting	No. of shares held	No. of votes polled	on outstanding shares	n favour	against	favour on votes against on votes polled	polled
		(1)	(2)	] (3)=4(2)/ 100 (1)	(4)	(5)	1 (6)=[(4)/ (2)]	] 00 (7)=[(5)/ (2) 100
	E-Voting		97416610	100.0000	97416610	0	100.0000	0.0000
Promoter and	Poll	97416610	0	0.0000	0	0	0	0
Promoter Group	Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	97416610	97416610	100.0000	97416610	0	100.0000	0.0000
	E-Voting		37985508	85.1133	37880429	105079	99.7234	0.2766
Public-	Poll	44629362	0	0.0000	0	0	0	0
Institutions	Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	44629362	37985508	85.1133	37880429	105079	99.7234	0.2766
	E-Voting		2382202	4.5442	2378956	3246	99.8637	0.1363
Public- Non	Poll	52422918	9130	0.0174	9130	0	100.0000	0.0000
Institutions	Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	52422918	2391332	4.5616	2388086	3246	99.8643	0.1357
	Total	194468890	137793450	70.8563	137685125	108325	99.9214	0.0786
					Whether resolution is Pass or Not.			Yes
						Disclosure of notes on resolution	·1	'SE!
								wg

RALLIS INDIA LIMITED wt COMPANY SECRETARY

								•
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'.' % ' ,.	•,·. - ::· > -c .: ' · ,:'	l ;. g	' . # ., R e	.,,,.; ·, ,;:,;.:. , solut ion(9)	· ·:, ' ·· . .• ::;	® ·,;, ·• ·	; ,_:: " · % «&	'' ·,;,e _,·: .,·. '. ··
		Resolution req uired: ( O	rdinary/ Spe l) cia			rdinary O
	Whether promoter/promot	er group are interested in the agenda/r	esolution?			No
		Description of resolution considered				Ratification of Cost Auditors' remuneration
Category	Mode of voting	No. of shares held	No. of votes polled	% of Votes polled on outstanding shares	No. of votes -i n favour	No. of votes - against	% of votes in favour on votes polled	% of Votes against on votes polled
		(1)	(2)	] (3)=[(2)/ (1) 100	(4)	(5)	(6)=[(4/ (2)1100	] (7)=4(5)/ (2) 100
	E-Voting		97416610	100.0000	97416610	0	100.0000	0.0000
Promoter and	Poll	97416610	0	0.0000	0	0	0	0
Promoter Group	Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	97416610	97416610	100.0000	97416610	0	100.0000	0.0000
	E-Voting		37985508	85.1133	37985508	0	100.0000	0.0000
Public-	Poll	44629362	0	0.0000	0	0	0	0
Institutions	Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	44629362	37985508	85.1133	37985508	0	100.0000	0.0000
	E-Voting		2382852	4.5454	2378847	4005	99.8319	0.1681
Public- Non	Poll	52422918	9130	0.0174	8930	200	97.8094	2.1906
Institutions	Postal Ballot (if applicable)		0	0.0000	0	0	0	0
	Total	52422918	2391982	4.5629	2387777	4205	99.8242	0.1758
	Total	194468890	137794100	70.8566	137789895	4205	99.9969	0.0031
					Whether resolution is Pass or Not.	Disclosure of notes on resolution	r » " e i ex{1o ·'x lls# .8 " 5 Ey» 88381% g s- ar % < <3%	Yes "o fl±sf AT

YASI SHETH COMPANY SECRETARY

NL BHATIA & ASSOCIATES PRACTISING COMPANY SECRETARIES

Tel. Tel. E-mail : 91-022-2510 0718 : 91-022-2510 0698 : navnitlb@hotmail.com brupadhyay@hotmail.com Website : www.nlba.in

Scrutinizer's Report

[Pursuant to section 108 of the Companies Act, 2013 and rule 20 (4) (xii) of the Companies (Management and Administration) Rules, 2014 read with amendments made thereto and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

Mr. Bhaskar Bhat Chairman 71 Annual General meeting Rallis India Limited

Dear Sir,

• 1. I, Bhaskar Upadhyay, Practicing Company Secretary {Membership No. FCS 8663/ C. P. No. 9625), have been appointed as scrutinizer, by the Board of Directors of Rallis India Limited for the purpose of scrutinizing the remote e-voting and voting through electronic voting system at the Annual General Meeting and ascertaining the requisite majority on remote e-voting and voting through electronic voting system at the venue carried out as per the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 read with amendments made thereto and Regulation 44 of SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 on the resolutions contained in the notice of the 71 Annual General Meeting (AGM) of the Equity Shareholders of the Company, held on the 28 June, 2019 at Walchand Hirachand Hall, 4th Floor, Indian Merchants' Chamber Building, IMC Marg, Churchgate, Mumbai 400 020.
• 1. The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules relating to voting through electronic means and SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 on the resolutions contained in the Notice of the 71st Annual General Meeting of the members of the Company. My responsibility as a scrutinizer for the remote e-voting and voting through electronic means at the venue is restricted in making a Scrutinizer's Report of the votes cast "in favour" or "against" the resolutions stated in the notice, based on the reports generated from the evoting system and voting through electronic means at the venue provided by

National Securities Depository Limited (NSDL), the authorized agency to provide evoting facilities, engaged by the Company.

• 1. Further to above, I submit my report as under:
• 3.1. The Company has provided the e-voting facility through NSDL, on their website www.evoting.nsdl.com. The Company had uploaded all the items of businesses to be transacted on the website of the Company and also it's Service Provider to facilitate their shareholders to cast their vote through e-voting.
• 3.2. The notices sent (both through email and physical form) contained the detailed procedure to be followed by the members who were desirous of casting their votes electronically as provided under Rule 20 of the Companies (Management and Administration) Rules, 2014 read with amendments made thereto.
• 3.3. As prescribed in the said Rules, the Company has also published an advertisement in newspaper on 5" June, 2019 in Business Standard and in Mumbai Lakshadeep and it carried the required information as specified in the said rules.
• 3.4. The members of the Company as on the "cut-off" date i.e. 21° June, 2019 were entitled to vote on the resolutions (item no. 1 to 9) as set out in the notice of the 71 Annual General Meeting.
• 3.5. The Chairman at the 71 Annual General meeting, held on 28° June, 2019 had announced that members who have not exercised their votes through remote evoting may, if they wish to, exercise their votes through electronic voting system being provided at the venue at the meeting.
• 3.6. The remote e-voting commenced from 25" June, 2019 (9:00 a.m.) and ended on 27 June, 2019 (5:00 p.m.).
• 3.7. The votes cast were unblocked after the AGM in the presence of two witnesses, who are not in the employment of the Company.
• 3.8. My combined report on the results of voting through e-voting and voting through electronic means at the Annual General Meeting is as under;

N L Bhatia & Associates

Item No. 1:- As an Ordinary Resolution:-

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2019 together with the Reports of the Board of Directors and Auditors thereon.

No of	No of Votes	No of	No of		% of votes	No of
Shares held	cast	Votes in	Votes	Favor	Against	votes
		Favor	against			abstained
194468890	137749205	137747519	1686	99.99	0.01	0

Item No. 2:- As an Ordinary Resolution:-

• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31 March, 2019 together with the Report of the Auditors thereon.

No of	No of Votes	No of	No of		% of votes	No of
Shares held	cast	Votes in	Votes	Favor	Against	Votes
		Favor	against			abstained
194468890	137749205	137747519	1686	99.99	0.01	0

Item No.3:- As an Ordinary Resolution:-

• To declare dividend for the financial year 2018-19 on Equity Shares.

No of Shares	No of Votes	No of Votes	No of	% of votes		No of
held	cast	in Favor	Votes	Favor	Against	Votes
			against			abstained
194468890	137794490	137794380	110	99.99	0.01	0

Item No. 4:- As an Ordinary Resolution:-

• To appoint a Director in place of Mr. Bhaskar Bhat (DIN 00148778) who retires by rotation and being eligible offers himself for re-appointment.

Noof	Noof	No of	No of		% of votes
Shares	Votes cast	Votes in	Votes	Against Favor		Votes
held		Favor	against			abstained
194468890	137794165	129511817	8282348	93.99	6.01	0

Item No. 5:- As an Ordinary Resolution:-

• Appointment of Mr. R Mukundan (DIN: 00778253) as Managing Director and CEO for the term ending 31 March, 2019.

No of Shares	No of Votes	No of Votes	No of		% of votes
held	cast	in Favor	Votes	Favor	Against	Votes
			against			abstained
194468890	137794170	137788152	6018	99.99	0.01	0

Item No. 6:- As an Ordinary Resolution :-

• Appointment of Mr. Sanjiv Lal (DIN: 08376592) as a Director of the Company

No of Shares	No of Votes	No of Votes	No of % of votes		No of
held	cast	in Favor	Votes	Favor	Against	Votes
			against			abstained
194468890	137792595	137786801	5794	99.99	0.01	0

N L Bhatia & Associates

Item No. 7:- As an Ordinary Resolution :-

• Appointment of Mr. Sanjiv Lal (DIN: 08376592) as Managing Director and CEO of the Company

No of Shares	No of Votes	No of Votes	No of	% of votes		No of
held	cast	in Favor	Votes	Favor	Against	Votes
			against			abstained
194468890	137794150	137427752	366398	99.73	0.27	0

Item No. 8:- As a Special Resolution :-

• Re-appointment of Dr. Punita Kumar-Sinha (DIN: 05229262} as an Independent Director of the Company

No of Shares	No of Votes	No of Votes	No of	% of votes		No of
held	cast	in Favor	Votes	Favor	Against	Votes
			against			abstained
194468890	137793450	137685125	108325	99.92	0.08	0

Item No. 9:- As an Ordinary Resolution :-

• Ratification of Cost Auditors' remuneration

No of Shares	No of Votes	No of Votes in Favor	No of Votes against	% of votes		No of
held	cast			Favor	Against	Votes abstained
194468890	137794100	137789895	4205	99.99	0.01	0

gloll® .. 4. A Register and all other papers and relevant records containing details of equrty

shareholders, who voted "IN FAVOUR", or "AGAINST" and those whose votes were declared invalid for each resolution under remote e-voting and voting through electronic means at the venue shall remain in our safe custody until the Chairman approves and signs the Minutes of the aforesaid AGM and the same would thereafter be handed over to the Company Secretary for safe keeping.

• 1. The above mentioned resolutions are deemed to be passed as on the date of the 71 Annual General Meeting of the Company
• 1. You may accordingly declare the result of remote e-voting and voting through electronic means at the venue of the AGM.

Thanking you,

Date: 28° June, 2019 Place: Mumbai

For NL Bhatia & Associates Practising Company Secretaries 2

:

Bhask ar Upadhyay Partner FCS:8663 CP No.: 9625

Mr. Yashaswin Sheth {Company Secretary)