Rallis India Ltd — AGM Information 2020

Jun 9, 2020

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RALLIS INDIA LIMITED

June 9, 2020

BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers Exchange Plaza Dalal Street Bandra-Kurla Complex Bandra (E) Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 500355 Symbol: RALLIS

Dear Sir/Madam,

Sub: Notice of the 72[nd] Annual General Meeting (‘AGM’) of the Company for FY 2019-20 - Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)

Pursuant to Regulation 30 read with Para A, Part A of Schedule III of the Listing Regulations, attached herewith is the Notice and the Explanatory Statement of the 72[nd] AGM of the Company scheduled to be held on Friday, July 3, 2020 at 3.00 p.m. (IST) via two-way Video Conference / Other Audio Visual Means. The said Notice forms part of the Annual Report 2019-20.

The Annual Report for FY 2019-20 and other related documents are available on the website of the Company at https://www.rallis.co.in/AnnualReports.htm.

This is for your information and records.

Thanking you,

Yours faithfully,

For Rallis India Limited

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Yash Sheth Company Secretary

Encl: As above

Corporate Office 2nd Floor Sharda Terraces Plot No 65 Sector 11 CBD Belapur Navi Mumbai 400 614 Tel 91 22 6776 1700 Fax 91 22 6776 1634

Registered Office 23rd Floor Lodha Excelus New Cuffe Parade Off Eastern Freeway Wadala Mumbai 400 037 Tel 91 22 6665 2700 website www.rallis.co.in

Corporate Identity No. L36992MH1948PLC014083

A TATA Enterprise

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Notice

NOTICE IS HEREBY GIVEN THAT THE 72Nd ANNUAL GENERAL MEETING OF THE MEMBERS OF RALLIS INdIA

LIMITEd will be held on Friday, July 3, 2020 at 3.00 p.m. (IST) through two-way Video Conferencing (‘VC’) facility or other audio visual means (‘OAVM’) to transact the following business:

Ordinary Business

1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2020 together with the Reports of the Board of Directors and Auditors thereon.

2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2020 together with the Report of the Auditors thereon.

3. To declare dividend for the financial year 2019-20 on Equity Shares.

4. To appoint a Director in place of Mr. R. Mukundan (DIN: 00778253), who retires by rotation and being eligible, offers himself for re-appointment.

Special Business

1. Ratification of Cost Auditors’ remuneration

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“ RESOLVEd THAT pursuant to Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof for the time being in force], the Company hereby ratifies the remuneration of ₹ 5,00,000 plus applicable taxes and out-of-pocket expenses incurred in connection with the cost audit, payable to D. C. Dave & Co. (Firm Registration No. 000611), who are appointed as Cost Auditors by the Board of Directors of the Company to conduct audit of the cost records of the Company for the financial year ending March 31, 2021.

RESOLVEd FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution.”

Notes:

1. In view of the outbreak of Covid-19 pandemic, the Ministry of Corporate Affairs (‘MCA‘) has vide its General Circular dated May 5, 2020 read with General Circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as ‘MCA Circulars‘) permitted the holding of the Annual General Meeting (‘AGM‘) through Video Conferencing (‘VC’) facility or other audio visual means (‘OAVM’), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (‘Act‘), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations‘) and MCA Circulars, the AGM of the Company is being held through VC/OAVM on Friday, July 3, 2020 at 3.00 p.m. (IST). The deemed venue for the 72nd AGM will be Bombay House, 24 Homi Mody Street, Fort, Mumbai - 400 001.

2. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER ENTITLEd TO ATTENd ANd VOTE AT THE AGM IS ENTITLEd TO APPOINT A PROXY TO ATTENd ANd VOTE ON HIS/HER BEHALF ANd THE PROXY NEEd NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELd PURSUANT TO THE MCA CIRCULARS THROUGH VC/OAVM, THE REQUIREMENT OF PHYSICAL ATTENdANCE OF MEMBERS HAS BEEN dISPENSEd WITH. ACCORdINGLY, IN TERMS OF THE MCA CIRCULARS, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THIS AGM ANd HENCE THE PROXY FORM, ATTENdANCE SLIP ANd ROUTE MAP OF AGM ARE NOT ANNEXEd TO THIS NOTICE.

3. Institutional Investors, who are Members of the Company, are encouraged to attend and vote at the 72nd AGM through VC/OAVM facility. Corporate Members intending to appoint their authorised representatives pursuant to Sections 112 and 113 of the Act, as the case maybe, to attend the AGM through VC/OAVM or to vote through remote e-Voting are requested to send a certified copy of the Board Resolution to the Scrutinizer by e-mail at navnitlb@nlba.in with a copy marked to evoting@nsdl.co.in.

4. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

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1. The Explanatory Statement pursuant to Section 102 of the Act setting out material facts concerning the business under Item No. 5 of the Notice is annexed hereto. The relevant details, pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in respect of a Director seeking re-appointment at this AGM are also annexed.

2. The Members can join the AGM in the VC/OAVM mode 30 minutes before and 15 minutes after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The Members will be able to view the proceedings by logging into the National Securities Depository Limited’s (‘NSDL’) e-Voting website at www.evoting.nsdl.com. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1,000 Members on a first come first served basis as per the MCA Circulars.

3. In line with the MCA General Circular dated May 5, 2020, the Notice of the AGM alongwith the Annual Report 2019-20 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The Notice convening the 72nd AGM has been uploaded on the website of the Company at www.rallis.co.in under ‘Investor Relations’ section and may also be accessed on the websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Notice is also available on the website of NSDL at www.evoting.nsdl.com.

4. Book Closure and dividend:

The Register of Members and the Share Transfer Books of the Company will be closed from Friday, June 19, 2020 to Friday, June 26, 2020, both days inclusive . The dividend of 2.50 per share (i.e. 250%) on the Equity Shares of the Company of 1 each, if declared by the Members at the AGM, will be paid subject to deduction of income tax at source (‘TDS’) on or after Tuesday, July 7, 2020 as under:

• (a) To all the Beneficial Owners as at the end of the day on Thursday, June 18, 2020 in the list of beneficial owners to be furnished by the National Securities Depository Limited and Central Depository Services (India) Limited (‘CDSL’) in respect of the shares held in electronic form; and

• (b) To all Members in respect of shares held in physical form after giving effect to valid transmission and transposition in respect of valid requests lodged

with the Company as of the close of business hours on Thursday, June 18, 2020.

1. Pursuant to the Finance Act, 2020, dividend income will be taxable in the hands of the Shareholders with effect from April 1, 2020 and the Company is required to deduct TDS from dividend paid to the Members at prescribed rates in the Income Tax Act, 1961 (‘IT Act’). In general, to enable compliance with TDS requirements, Members are requested to complete and/or update their Residential Status, Permanent Account Number (‘PAN’), category as per the IT Act with their Depository Participants (‘DPs’) or in case shares are held in physical form, with the Company by sending documents through e-mail by Tuesday, June 16, 2020. For the detailed process, the information is available on the Company’s website at https://www.rallis.co.in/DDTIntimation.htm.

2. Further, in order to receive the dividend in a timely manner, Members holding shares in physical form who have not updated their mandate for receiving the dividends directly in their bank accounts through Electronic Clearing Service or any other means are requested to send a scanned copy of the following details/documents at Csg-KYC@tsrdarashaw.com latest by Tuesday, June 16, 2020:

3. a. a signed request letter mentioning your name, folio number, complete address and following details relating to bank account in which the dividend is to be received:

   • i) Name and Branch of Bank and Bank Account type;

   • ii) Bank Account Number and type allotted by your bank after implementation of Core Banking Solutions;

   • iii) 11 digit IFSC Code.

4. b. self-attested scanned copy of cancelled cheque bearing the name of the Member or first holder, in case shares are held jointly;

5. c. self-attested scanned copy of the PAN Card; and

6. d. self-attested scanned copy of any document (such as Aadhaar Card, Driving License, Election Identity Card, Passport) in support of the address of the Member as registered with the Company.

Members holding shares in electronic form may please note that their bank details as furnished by the respective Depositories to the Company will be considered for

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remittance of dividend as per the applicable regulations of the Depositories and the Company will not entertain any direct request from such Members for change/ addition/deletion in such bank details. Accordingly, the Members holding shares in demat form are requested to update their Electronic Bank Mandate with their respective DPs.

Further, please note that instructions, if any, already given by the Members in respect of shares held in physical form, will not be automatically applicable to the dividend paid on shares held in electronic form.

1. The Members who are unable to receive the dividend directly in their bank accounts through Electronic Clearing Service or any other means, due to non-registration of the Electronic Bank Mandate, the Company shall despatch the dividend warrant/ bankers’ cheque/demand draft to such Members, upon normalisation of postal services and other activities.

2. As per Regulation 40 of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialised form. Members can contact the Company’s Registrar and Transfer Agent, TSR Darashaw Consultants Private Limited (‘Registrar’ or ‘TSR’) at csg-unit@tsrdarashaw.com for assistance in this regard. Members may also refer to Frequently Asked Questions (‘FAQs’) on the Company’s website at https://www.rallis.co.in/FAQsonDematerialisation.htm.

3. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, PAN, registering of nomination, power of attorney registration, Bank Mandate details, etc. to their DPs in case the shares are held in electronic form and to the Registrar at csg-unit@tsrdarashaw.com in case the shares are held in physical form, quoting their folio number. Further, Members may note that Securities and Exchange Board of India (‘SEBI’) has mandated the submission of PAN by every participant in the securities market.

4. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who

5. have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form No. SH-14. The said forms can be downloaded from the Company’s website at www.rallis.co.in under ‘Investor Relations’ section. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the Registrar at csg-unit@tsrdarashaw.com in case the shares are held in physical form, quoting their folio number.

6. The format of the Register of Members prescribed by the MCA under the Act requires the Company/Registrar to record additional details of Members, including their PAN details, e-mail address, bank details for payment of dividend, etc. A form for capturing additional details is available on the Company’s website under the section ‘Investor Relations’ as also attached to this Annual Report. Members holding shares in physical form are requested to submit the filled-in form to the Company at investor_relations@rallis.co.in or to the Registrar in physical mode, after normalcy is restored or in electronic mode at csg-unit@tsrdarashaw.com, as per instructions mentioned in the form. Members holding shares in electronic form are requested to submit the details to their respective DP only and not to the Company or TSR.

7. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or TSR, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

8. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.

9. Process for registering e-mail addresses to receive this Notice electronically and cast votes electronically:

10. i. Registration of e-mail addresses with TSR: The Company has made special arrangements with TSR for registration of e-mail addresses of those Members (holding shares either in electronic or physical form) who wish to receive this Notice electronically and cast votes electronically. Eligible Members whose e-mail addresses

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Statutory reportS

FinanCial StatementS

are not registered with the Company/DPs are required to provide the same to TSR on or before 5.00 p.m. (IST) on Friday, June 26, 2020.

Process to be followed for registration of e-mail address is as follows:

• In case shares are held in demat form , please provide DP ID-Client ID (8 digit DP ID + 8 digit Client ID or 16 digit Beneficiary ID), Name, client master or copy of Consolidated Account statement, self-attested scanned copy of PAN card, self-attested scanned copy of Aadhar Card

• a) Visit the link:

https://green.tsrdarashaw.com/green/events/login/ra

• b) Enter the DP ID & Client ID /Physical Folio Number and PAN details. In the event, if the PAN details are not available on record for Physical Folio, Member to enter one of the share certificate number

• c) Enter your e-mail address and mobile number

• d) The system will then confirm the e-mail address for receiving this Notice.

The above system also provides a facility to the Members holding shares in physical form to upload a self-attested copy of their PAN Card, if the PAN details are not updated in accordance with the requirements prescribed by SEBI.

After successful submission of the e-mail address, NSDL will e-mail a copy of this Notice and Annual Report for FY 2019-20 along with the e-Voting user ID and password. In case of any queries, Members may write to csg-unit@tsrdarashaw.com or evoting@nsdl.co.in.

• ii. Registration of e-mail address permanently with Company/dP: Members are requested to register the e-mail address with their concerned DPs, in respect of electronic holding and with TSR, in respect of physical holding, by writing to them at csg-unit@tsrdarashaw. com. Further, those Members who have already registered their e-mail addresses are requested to keep their e-mail addresses validated/updated with their DPs/TSR to enable servicing of notices/documents/Annual Reports and other communications electronically to their e-mail address in future.

• iii. Alternatively, Members may also send an e-mail request to evoting@nsdl.co.in along with the following documents for procuring user id and password and registration of e-mail ids for e-Voting on the Resolutions set out in this Notice:

• In case shares are held in physical form , please provide Folio Number, Name of shareholder, scanned copy of the share certificate (front and back), self-attested scanned copy of PAN card, self-attested scanned copy of Aadhaar Card

• 19 Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the Listing Regulations, as amended and the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorised agency. The facility of casting votes by a Member using remote e-Voting system as well as remote e-Voting during the AGM will be provided by NSDL.

• Members of the Company holding shares either in physical form or in electronic form as on the cut-off date of Friday, June 26, 2020 may cast their vote by remote e-Voting. The remote e-Voting period commences on Tuesday, June 30, 2020 at 9.00 a.m. (IST) and ends on Thursday, July 2, 2020 at 5.00 p.m. (IST). The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently. The voting rights of the Members (for voting through remote e-Voting before/during the AGM) shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date of Friday, June 26, 2020.

• Members will be provided with the facility for voting through electronic voting system during the VC proceedings at the AGM and Members participating at the AGM, who have not already cast their vote by remote e-Voting, will be eligible to exercise their right to vote during such proceedings of the AGM. Members who have cast their vote by remote e-Voting prior to the AGM will also be eligible to participate at the AGM but shall not be entitled to cast their vote again.

• A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting before as well as during the AGM.

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Any person who acquires shares of the Company and becomes a Member of the Company after the despatch of the Notice and holding shares as on the cut-off date i.e. Friday, June 26, 2020, may obtain the User ID and password by sending a request at evoting@nsdl.co.in.

1. The Chairman shall, at the AGM, at the end of discussion on the Resolutions on which voting is to be held, allow voting, by use of remote e-Voting system for all those Members who are present during the AGM through VC/OAVM but have not cast their votes by availing the remote e-Voting facility. The remote e-Voting module

during the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.

1. The Scrutinizer will submit his report to the Chairman or to any other person authorised by the Chairman after the completion of the scrutiny of the e-Voting (votes cast during the AGM and votes cast through remote e-Voting), not later than 48 hours from the conclusion of the AGM. The results declared along with the Scrutinizer’s report shall be communicated to the Stock Exchanges on which the Company’s shares are listed, NSDL and RTAand will also be displayed on the Company’s website at www.rallis.co.in.

2. Instructions for attending the AGM through VC/OAVM and remote e-Voting (before and during the AGM) are given below:

A. INSTRUCTIONS FOR MEMBERS FOR ATTENdING THE AGM THROUGH VC/OAVM

• i. The Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system and they may access the same at https://www.evoting.nsdl.com under the Shareholder/Member login by using the remote e-Voting credentials, where the EVEN of the Company i.e. 112953 will be displayed. On clicking this link, the Members will be able to attend and participate in the proceedings of the AGM. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID/Password may retrieve the same by following the remote e-Voting instructions mentioned in the Notice to avoid last minute rush. Further, Members may also use the OTP based login for logging into the e-Voting system of NSDL.

• ii. Members may join the Meeting through Laptops, Smartphones, Tablets and iPads for better experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that participants connecting from Mobile Devices or Tablets or through Laptops connecting via mobile hotspot may experience Audio/ Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any glitches.

• iii. Members are encouraged to submit their questions in advance with regard to the financial statements or any other matter to be placed at the 72nd AGM from their registered e-mail address, mentioning their name, DP ID and Client ID number/folio number and mobile number to reach the Company’s e-mail address at investor_relations@rallis.co.in before 3.00 p.m. (IST) on Wednesday, July 1, 2020. Such questions by the Members shall be suitably replied to by the Company.

• iv. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/folio number, PAN and mobile number at investor_relations@rallis.co.in from Monday, June 29, 2020 (9.00 a.m. IST) to Wednesday, July 1, 2020 (5.00 p.m. IST). Only those Members who have pre-registered themselves as a speaker will be allowed to express their views/ask questions during the AGM . The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• v. Members who need technical assistance before or during the AGM to access and participate in the Meeting may contact NSDL on evoting@nsdl.co.in/1800-222-990 or contact:

Name of the concernedperson	Contact details
Mr. Amit Vishal,Senior Manager,NSDL	amitv@nsdl.co.in/+91 22 2499 4360/+91 9920264780

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B. THE INSTRUCTIONS FOR E-VOTING BEFORE /dURING THE AGM

• The instructions for remote e-Voting before the AGM are as under:

• The way to vote electronically on NSDL e-Voting system consists of ‘Two Steps’ which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com

How to Log-in to NSDL e-Voting website?

• A. Visit the e-Voting website of NSDL. Open web browser by typing the following: https://www.evoting.nsdl.com either on a Personal Computer or on a mobile.

• B. Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/ Member’ section.

• C. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDeAS, you can log-in at https://eservices.nsdl.com with your existing IDeAS login. Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• D. Your User ID details are given below:

Manner of holding shares i.e. demat (NSdL/CdSL) or Physical	Your User Id is:
i) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your User ID is IN30012**
ii) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your User ID is 12**
iii) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company. For example if Folio Number is 001 and EVEN is 101456, then User ID is 101456001

• E. Your password details are given below:

• i) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• ii) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• iii) How to retrieve your ‘initial password’?

If your e-mail ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit Client ID for NSDL account, last 8 digits of Client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• F. If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password:

• i) Click on ‘Forgot User Details/Password?’ (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• ii) ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• iii) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.

• G. After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

• H. Now, you will have to click on ‘Login’ button.

• I. After you click on the ‘Login’ button, Home page of e-Voting will open.

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• Step 2: Cast your vote electronically on NSDL e-Voting system.

• How to cast your vote electronically on NSDL e-Voting system?

• A. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

• B. After clicking on Active Voting Cycles, you will be able to see all the companies ‘EVEN’ in which you are holding shares and whose voting cycle is in active status.

• C. Select ‘EVEN’ of the Company which is 112953 to cast your vote.

• D. Now you are ready for e-Voting as the Voting page opens.

• E. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.

• F. Upon confirmation, the message ‘Vote cast successfully’ will be displayed.

• G. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• H. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

• The instructions for e-Voting during the AGM are as under:

• i. The procedure for remote e-Voting during the AGM is same as the instructions mentioned above for remote e-Voting since the Meeting is being held through VC/OAVM.

• ii. Only those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system during the AGM.

General Guidelines for Members

• i. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

• ii. In case of any queries/grievances pertaining to remote e-Voting (before the AGM and during the AGM), you may refer to the Frequently Asked Questions (‘FAQs’) for shareholders and e-Voting user manual for shareholders available in the download section of www.evoting.nsdl.com or call on the toll-free number: 1800-222-990 or send a request at evoting@nsdl.co.in or contact Mr. Amit Vishal or Ms. Pallavi Mhatre or Mr. Pratik Bhatt from NSDL at the designated e-mail IDs: evoting@nsdl.co.in or amitv@nsdl.co.in or pallavid@nsdl.co.in or pratikb@nsdl.co.in or at telephone nos.: +91 22 2499 4360/4545/4738.

By Order of the Board of Directors

Mumbai, May 5, 2020

Yashaswin Sheth Company Secretary ACS 15388

Registered Office:

Rallis India Limited 23rd Floor, Lodha Excelus, New Cuffe Parade, Off Eastern Freeway, Wadala, Mumbai - 400 037 CIN: L36992MH1948PLC014083 Tel. No.: +91 22 6665 2700 E-mail: investor_relations@rallis.co.in Website: www.rallis.co.in

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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No. 5 of the accompanying Notice dated May 5, 2020:

Item No. 5:

The Company is directed under the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, to have the audit of its cost records conducted by a Cost Accountant. Further, in accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Members of the Company.

out-of-pocket expenses payable to the Cost Auditors for the financial year ending March 31, 2021.

In view of complying with the requirement of Section 148 of the Act and the rules thereunder, the appointment of Cost Auditor for FY 2020-21, being a special business is unavoidable in nature. The Board commends the Ordinary Resolution set out at Item No. 5 of the accompanying Notice for the approval of the Members.

None of the Directors or Key Managerial Personnel of the Company and their respective relatives are concerned or interested, financially or otherwise, in the resolution at Item No. 5 of the accompanying Notice.

By Order of the Board of Directors

The Board of Directors, on the recommendation of the Audit Committee, approved the appointment of D. C. Dave & Co. (Firm Registration No. 000611), as the Cost Auditors of the Company to conduct audit of the cost records of the Company for the financial year ending March 31, 2021, at a remuneration of ` 5,00,000 plus applicable taxes and out-of-pocket expenses.

D. C. Dave & Co. have the necessary experience in the field of cost audit and have submitted a certificate regarding their eligibility for appointment as Cost Auditors of the Company.

Accordingly, consent of the Members is sought by way of an Ordinary Resolution as set out at Item No. 5 of the accompanying Notice for ratification of the remuneration amounting to ` 5,00,000 plus applicable taxes, travel and

Yashaswin Sheth Company Secretary Mumbai, May 5, 2020 ACS 15388

Registered Office:

Rallis India Limited 23rd Floor, Lodha Excelus, New Cuffe Parade, Off Eastern Freeway, Wadala, Mumbai - 400 037 CIN: L36992MH1948PLC014083 Tel. No.: +91 22 6665 2700 E-mail: investor_relations@rallis.co.in Website: www.rallis.co.in

Annual Report 2019-20 285

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Details of Director seeking re-appointment at the AGM

[Pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings]

Name of director	Mr. R. Mukundan
dIN	00778253
date of Birth	September 19,1966
Age	53years
date of frst appointment	December 3,2009
Qualifcations	BE (Electrical Engineering) from IIT, Roorkee; MBA from FMS, Delhi University; Advanced Management Programme at Harvard Business School
Expertise in specifc functional areas	Mr. R. Mukundan has wide experience in the feld of strategy, business development, corporate quality, planning, manufacturing and general management
Terms and conditions of re-appointment	N. A.
details of remuneration last drawn (FY 2019-20)	NIL#
No. of Board Meetings attended during theyear	7
Relationship with other directors and KMPs	None
No. of shares held in the Company: (a) Own (b) For otherpersons on a benefcial basis	NIL NIL
List of other Companies in which directorship held as on March 31, 2020 (excluding foreign, private and Section 8 companies)	1. Tata Chemicals Limited 2. Tata International Limited
Chairperson/Member of the Committees of the Board of other companies in which he is a director as on March 31, 2020	1. Tata Chemicals Limited - Stakeholders Relationship Committee (Member) - Corporate Social Responsibility Committee (Member) - Safety, Health, Environment and Sustainability Committee (Member) - Risk Management Committee (Member) 2. Tata International Limited - Corporate Social Responsibility Committee (Member) - Nomination and Remuneration Committee (Member) - Committee of Directors(Member)

* Listed Entities (including entities whose debt is listed on a Stock Exchange)

# In line with the internal guidelines, no commission was paid to Mr. R. Mukundan for the financial year 2019-20, since he draws remuneration from Tata Chemicals Limited, the Parent Company.

286 Rallis India Limited