l a b o r a t o r i e s c' n ~-24-~4-0~-h-'~-9:-pl-:-28-~ · o tel.: 6689 2800 0 fax:...

~__L_A__B_O_R_A_T_O_R_I_E_S_C'_N__~-24-~4-0~-H-'~-9:-PL-:-28-~'UJALA HOUSE', Ramakrishna Mandir Road, Kondivita. Andheri (East), Mumbai - 400 059.o Tel.: 6689 2800 CJ Fax: 6689 2805 0 e-mail: [email protected] 0 www.Jyothylaboratories.com

To,

UJALA

July 26, 2018

BSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street,Mumbai - 400023

Scrip Code: 532926

Dear Sir,

National Stock Exchange of India LimitedExchange Plaza, 5th Floor, Plot no. CIl,G Block, Bandra - Kurla Complex,Bandra (E), Mumbai - 400 051

Scrip Code: JYOTHYLAB

Sub: Submission of Voting Results pursuant to Regulation 44 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015 and the Scrutinizers Report

This is to inform you that the 2ih Annual General Meeting (AGM) of the Company was held on

Wednesday, July 25, 2018 at 11.00 a.m. at M. C. Ghia Hall,. Indian Textile Accessories &Machinery Manufacturers' Association, Bhogilal Hargovindas Building, 4th Floor, 18/20, K.Dubhash Marg, Kala Ghoda, Mumbai - 400001.

Pursuant to Section 108 of the Companies Act, 2013 read with the Rules made there under, as

amended from time to time and Regulation 44 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (the Listing- Regulations), the Company had provided facility for

remote e-voting to its shareholders as on July 18, 2018 (being cut-off date for the purpose of voting)

to cast their votes on the items of business stated in the AGM Notice. The remote e-voting

commenced from Sunday, July 22, 2018 at 9.00 am and concluded on Tuesday, July 24, 2018 at

5.00 pm.

The Company has received the Consolidated Scrutinizer's Report, from Mr. Himanshu S. Kamdar,

(Membership No. FCS 5171), Partner of Mis. Rathi & Associates, Mumbai confirming details of

voting through remote e-voting and through poll at the AGM. Accordingly, as per the said Rules, on

account of passing of resolutions with requisite majority, the resolutions are deemed to be passed

and approved by the shareholders on the date of AGM i.e. on July 25, 2018.

LABORATORIES LIMITEDCIN - L24240MH1992PLC128651

'UJALA HOUSE', Ramakrishna Mandir Road, Kondivita, Andheri (East), Mumbai - 400 059.o Tel.: 6689 2800 0 Fax: 6689 2805 0 e-mail: [email protected] 0 www.jyothylaboratories.com UJALA

A disclosure of voting results in terms of Regulation 44 of the Listing Regulations and theConsolidated Scrutinizer's report on e-voting and poll together with declaration of Results by theChairman of AGM is enclosed herewith. A copy of the said Scrutinizer's Report and declaration ofResults is also being placed on the website of the Company viz. www.jyothylaboratories.com.website of CDSL viz. www.evotingindia.com and displayed on the Notice Board at the RegisteredOffice of the Company.

Kindly take the above on your record and disseminate the same for the information of investors.

Thanking you,

Yours faithfully,

For Jyothy Laboratories Limited

f~'l.>(?Shreyas TrivediHead - Legal & Company Secretary

Enel.: as above

Jyothy Laboratories LimitedFormat for Voting Results

Date of the AGM 25th July, 2018

Total number ofshareholders on record date 76357

No. of shareholders present in the meeting either in person or through proxy:Promoters and Promoter Group: 5

Public: 139

No. of Shareholders attended the meeting through Video ConferencingPromoters and Promoter Group: Not ApplicablePublic:

Agenda- wise disclosure

Resolution Required: (Ordinary) 1- Adoption ofthe Audited Standalone and Consolidated Financial Statements for the year ended March 31,2018 and the reports thereon.

Whether promoter/ promoter group are interested in the Noagenda/resolution?

category Mode of Voting No. of shares No. of votes polled % of Votes No. of Votes - No. of Votes - against % of Votes in favour on % of Votes against onheld (2) Polled on outstanding in favour (5) votes polled votes polled(1) shares (4) (6)=[(4)/(2)] *100 (7}={(5)/(2)]*100

(3)={(2)/(1)]* 100

Promoter and E-Voting 243067694 100.00 243067694 0.00 100.00 0.00Promoter

Poll a 0.00 0.00 0.00 0.00 0.00Group243067694

Postal Ballot (if applicable) 0 0.00 0.00 0.00 0.00 0.00

Total 243067694 100.00 243067694 0.00 0.00 0.00

Public- E-Voting 49840351 60.6346 49840351 0.00 100 0.00Institutions

Poll 0 0 0 a a 0

Postal Ballot (if applicable)82197884

0 0 0 a a aTotal 49840351 60.6346 49840351 0 100 0

Public- Non E-Voting 416403 1.0866 416037 366 99.9121 0.0879Institutions

Poll 6831 0.0178 6461 370 94.5835 5.416538322596

Postal Ballot (if applicable) 0 0 a 0 a 0

Total 423234 1.1044 422498 736 99.8261 0.1739

Total 363588174 293331279 80.6768 293330543 736 99.9997 0.0003

l~,~ORA],O~

~AI ;.;

¢ V?

~ ¢°dfw'sr

JyothyLaboratoriesLimitedResolutionR e q u i r e d : (Ordinary)2 - D e c l a r a t i o n o f D i v i d e n d onequity

sharesoftheCompanyforthefinancialyear2 0 1 7 - 1 8 . W h e t h e r p r o m o t e r ! p r o m o t e r g r o u p areinterestedintheagenda/resolution?NoCategoryModeof

Voting%ofVotesPolled%ofVotes

in

No.ofNo.ofvotesonoutstanding

No.ofVotes

No.ofVotesfavouronvotes%ofVotesagainst

sharesheldpolledshares-infavour-Againstp

olled

onvotespolled[1][2][3]={[2]/[1]}* 100 [4][5] [

6

]

=

{

[

4

]

/

[

2

]

}

*

1

0

0

[7]={[5]/[2]}*100E-Voting243067494100.0000243067494

0

100.00000.0000Poll00.00000a0.00000.0000PromoterandPromoter243067494Group

PostalBallot00.0000000.00000.0000Total243067494100.0000243067494

0100.00000.0000E-Voting5348963365.0742

534896330

100.00000.0000Polla0.0000a a0.0000

0.0000PublicInstitutions82197884PostalBallot0

0.0000aa0.00000.0000Total5348963365.0742

5348963301

0

0

.

0

0

0

0

0.0000E-Voting191093584908645

191093562100.00000.0000Poll68310.017868310100.00000.0000Public

NonInstitutions38322596PostalBallota0.0000

0a0.00000.0000Total1911618 4908823191161872100.00000.0000Total363588174

315673516 86.82173156735142100.00000.0000

Jyothy Laboratories Limited

3· Appointment of the Director in place of Mr. K. Ullas Kamath (DIN: 00506681), who retires by rotationResolution Required: (Ordinary) and being eligible, offers himself for re·appointment.

Whether promoter/ promoter group are interested inthe agenda/resolution? Yes (Mr. K. Ullas Kamath is interested to the extent of his Shareholding)

Category Mode of

Voting % of Votes Polled % of Votes in

No. of No. of votes on outstanding No. of Votes No. of Votes favour on votes % of Votes against

shares held polled shares - in favour -Against polled on votes polled

[1] [2] [3]={[21/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100

E-Voting 243067694 100.0000 243067694 a 100.0000 0.0000

Poll a 0.0000 a a 0.0000 0.0000Promoter and Promoter

243067694Group

Postal Ballot a 0.0000 0 0 0.0000 0.0000

Total 243067694 100.0000 243067694 a 100.0000 0.0000

E-Voting 53489633 65.0742 41289804 12199829 77.1922 22.8078

Poll a 0.0000 a 0 0.0000 0.0000

Public Institutions 82197884

Postal Ballot a 0.0000 a a 0.0000 0.0000

Total 53489633 65.0742 41289804 12199829 77.1922 22.8078

E-Voting 19109368 49.8645 19108952 416 99.9978 0.0022

Poll 6831 0.0178 6461 370 94.5835 5.4165

Public Non Institutions 38322596

Postal Ballot 0 0.0000 a a 0.0000 0.0000

Total 19116199 49.8823 19115413 786 99.9959 0.0041

Total 363588174 315673526 86.8217 303472911 12200615 96.1351 3.8649


4 - Re-appointment of Mr. Nilesh Bansilal Mehta (DIN: 00199071), as an Independent Director of theResolution Required: (Special) Company for a further period of 5 (Five) years with effect from April 1, 2019 upto March 31,2024.

Whether promoter/ promoter group are interested inthe agenda/resolution? No

Category Mode of




[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5l/[2]}*100

E-Voting 243067694 100.0000 243067694 a 100.0000 0.0000

Poll a 0.0000 a a 0.0000 0.0000Promoter and Promoter

243067694Group


Total 243067694 100.0000 243067694 0 100.0000 0.0000

E-Voting 49861009 60.6597 46549397 3311612 93.3583 6.6417

Poll a 0.0000 a 0 0.0000 0.0000


Postal Ballot 0 0.0000 a a 0.0000 0.0000

Total 49861009 60.6597 46549397 3311612 93.3583 6.6417

E-Voting 416403 1.0866 415987 416 99.9001 0.0999

Poll 6831 0.0178 6461 370 94.5835 5.4165



Total 423234 1.1044 422448 786 99.8143 0.1857

Total 363588174 293351937 80.6825 290039539 3312398 98.8708 1.1292


5· Re-appointment of Mr. Ramakrishnan Lakshminarayanan (DIN: 00238887), as an Independent DirectorResolution Required: (Special) of the Company for a further period of 5 (Five) years with effect from April 1, 2019 upto March 31, 2024.

Whether promoter/promoter group are interested inthe agenda/resolution? No

Category Mode of




[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5)/[2]}*100E-Voting 243067694 100,0000 243067694 a 100,0000 0,0000

Promoter and PromoterPoll a 0,0000 a a 0.0000 0.0000

243067694Group


Total 243067694 100.0000 243067694 0 100.0000 0.0000E-Voting 49861009 60.6597 49330625 530384 98.9363 1.0637

Poll a 0.0000 0 0 0.0000 0.0000Public Institutions 82197884

Postal Ballot a 0.0000 a 0 0.0000 0.0000Total 49861009 60.6597 49330625 530384 98.9363 1.0637E-Voting 416403 1.0866 415087 1316 99.6840 0.3160Poll 6831 0.0178 6461 370 94.5835 5.4165


Postal Ballot a 0.0000 a a 0.0000 0.0000Total 423234 1.1044 421548 1686 99.6016 0.3984

Total 363588174 293351937 80.6825 292819867 532070 99.8186 0.1814


6 ~ Adoption of new set of Articles of Association of the Company in substitution and to the entireResolution Required: (Special) exclusion of the existing Articles of Association of the Company.


Category Mode of




[1] [2] [3]={[2]/[1]}*100 [4] [5] [6J={[4J/[2]}*100 [7]={[5]/[2]}*100E~Voting 243067694 100.0000 243067694 0 100.0000 0.0000

Promoter and PromoterPoll a 0.0000 0 0 0.0000 0.0000

243067694Group

Postal Ballot 0 0.0000 a 0 0.0000 0.0000

Total 243067694 100.0000 243067694 0 100.0000 0.0000

E-Voting 52466941 63.8300 49093361 3373580 93.5701 6.4299

Poll a 0.0000 0 a 0.0000 0.0000


Postal Ballot a 0.0000 a 0 0.0000 0.0000

Total 52466941 63.8300 49093361 3373580 93.5701 6.4299E-Voting 19109368 49.8645 19109002 366 99.9981 0.0019Poll 6831 0.0178 6461 370 94.5835 5.4165



Total 19116199 49.8823 19115463 736 99.9961 0.0039

Total 363588174 314650834 86.5404 311276518 3374316 98.9276 1.0724


Resolution Required ~ (Special) 1- Approval of stock options to Mr. Raghunandan Sathyanarayan Rao.


Category Mode of

Voting % of Votes Polled % of Votes inNo. of No. of votes on outstanding No. of Votes No. of Votes favour on votes % of Votes against

shares held polled shares - in favour -Against polled on votes polled[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4l/[2]}*100 [7]={[5]/[2]}*100

E-Voting 243067694 100.0000 243067694 a 100.0000 0.0000

Promoter and PromoterPoll a 0.0000 a a 0.0000 0.0000

243067694Group

Postal Ballot a 0.0000 a a 0.0000 0.0000Total 243067694 100.0000 243067694 0 100.0000 0.0000E-Voting 49861009 60.6597 32739758 17121251 65.6620 34.3380Poll a 0.0000 a a 0.0000 0.0000


Postal Ballot a 0.0000 a a 0.0000 0.0000Total 49861009 60.6597 32739758 17121251 65.6620 34.3380E-Voting 19109368 49.8645 413409 18695959 2.1634 97.8366Poll 6831 0.0178 3961 2870 57.9857 42.0143


Postal Ballot 0 0.0000 a a 0.0000 0.0000Total 19116199 49.8823 417370 18698829 2.1833 97.8167

Total 363588174 312044902 85.8237 276224822 35820080 88.5209 11.4791


Resolution Required: (Special) 8 - Approval for issue of Debentures to the tune of Rs. SOO Crores on a Private Placement basis.

Whether promoter/promoter group are interested in

the agenda/resolution? No

Category Mode of




[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7l={[5l/[2]}*100E-Voting 243067694 100.0000 243067694 0 100.0000 0.0000

Promoter and PromoterPoll a 0.0000 0 a 0.0000 0.0000

243067694Group

Postal Ballot 0 0.0000 a 0 0.0000 0.0000

Total 243067694 100.0000 243067694 0 100.0000 0.0000E-Voting 53489633 65.0742 53489633 a 100.0000 0.0000

Poll a 0.0000 a 0 0.0000 0.0000


Postal Ballot 0 0.0000 a a 0.0000 0.0000

Total 53489633 65.0742 53489633 0 100.0000 0.0000

E-Voting 19109368 49.8645 19107352 2016 99.9895 0.0105

Poll 6831 0.0178 6461 370 94.5835 5.4165


Postal Ballot 0 0.0000 0 0 0.0000 0.0000Total 19116199 49.8823 19113813 2386 99.9875 0.0125

Total 363588174 315673526 86.8217 315671140 2386 99.9992 0.0008


Resolution Required: (Ordinary) 9 - Ratification of remuneration of Cost Auditors.

Whether promoter/ promoter group are interested in

the agenda/resolution? No

Category Mode of




[1] [2] [3]={[2]/[1]}*100 [4] [5] [6]={[4]/[2]}*100 [7]={[5]/[2]}*100E-Voting 243067694 100.0000 243067694 0 100.0000 0.0000

Promoter and PromoterPoll a 0.0000 a 0 0.0000 0.0000

243067694Group

Postal Ballot a 0.0000 0 0 0.0000 0.0000Total 243067694 100.0000 243067694 0 100.0000 0.0000E-Voting 53489633 65.0742 53489633 0 100.0000 0.0000

Poll a 0.0000 a a 0.0000 0.0000


Postal Ballot a 0.0000 a 0 0.0000 0.0000Total 53489633 65.0742 53489633 0 100.0000 0.0000E-Voting 19109358 49.8645 19107402 1956 99.9898 0.0102

Poll 6831 0.0178 6461 370 94.5835 5.4165Public Non Institutions 38322596


Total 19116189 . 49.8823 19113863 2326 0.090.0178 .19005.8193.7547 T

LABORATORIES LIMITEDCIN - L24240MH1992PLC128651

'UJALA HOUSE', Ramakrishna Mandir Road, Kondivita, Andheri (East), Mumbai - 400059.o Tel.: 6689 2800 0 Fax: 6689 2805 0 e-mail: [email protected] 0 www.jyothylaboratories.com

JYOTHY LABORATORIES LIMITED

27TH ANNUAL GENERAL MEETING HELD ON JULY 25, 2018

UJALA

Declaration of results of remote e-voting / physical voting through poll in respect of resolutionsproposed in the Notice dated May 16, 2018 convening the 27th Annual General Meeting of JyothyLaboratories Limited held on July 25, 2018

As per the provisions of sections 108 and 109 of the Companies Act, 2013 read with Rule 20 and 21 ofthe Companies (Management and Adlninistration) Rules, 2014, as mnended from time to time andRegulation 44 of the SEBI (Listing Obligations and Disclosure Requirelnents) Regulations, 2015, theCompany had provided the facility of remote e-voting and physical voting through poll to its members toenable them to cast their votes on the resolutions proposed in the Notice convening the 27th AnnualGeneral Meeting (AGM).

Members voting through remote e-voting till July 24, 2018 (upto 5.00 p.m.) being the last date fixed forremote e-voting and members voting physically through poll at the time of AGM, have been consideredby the Scrutinizer. The Company had appointed Mr. Himanshu S. Kamdar, Practicing CompanySecretary, Partner, Rathi & Associates as the Scrutinizer to scrutinize the voting process at the 27th AGM

of the Company.

Based on the Scrutinizer's report dated July 25,2018, I hereby declare tltat all the 9 (Nine) resolutions,as set out in the Notice dated May 16, 2018 convening the 21/1 AGM of tlte Company have been dulypassed witlt requisite majority, the details of which are specified as below:

1

ItemNo.

Brief description

To receive, consider and adopt:(a) the Audited Standalone Financial

Statements of the Company for thefinancial year ended March 31, 2018,comprising of Audited Balance Sheet asat March 31, 2018, the Statement of Profit& Loss and Cash Flow Statement for thefinancial year April 1, 2017 to March 31,2018 including its Schedules and theNotes attached thereto and forming partthereof and the reports of the Board ofDirectors and the Statutory Auditors

0';" Votes inFavour(Assent99.9997

Passed as

Ordinary

~__L_A_B_O_R_A_T_O_R_I_E_S_C_'N_.:-24-~4-0~-H-':-9;-PL-~-28-~'UJALA HOUSE', Ramakrishna Mandir Road, Kondivita, Andheri (East). Mumbai - 400 059.o Tel.: 6689 2800 CJ Fax: 6689 2805 0 e-mail: [email protected] 0 www.jyothylaboratories.com

thereon; and(b) the Audited Consolidated Financial

Statements of the Company for thefin3:ncial year ended March 31, 2018,comprising of Audited ConsolidatedBalance Sheet as at March 31, 2018, theStatement of Consolidated Profit & Lossand Cash Flow Statement for the financialyear April 1, 2017 to March 31, 2018including its Schedules and the Notesattached thereto and forming part thereoftogether with the report of the StatutoryAuditors thereon.

UJALA

2

3

4

5

6

7

8

9

Declaration of Dividend on equity shares ofthe COlupany for the financial year 201 7-18.Appointment of the Director in place of Mr.K. Ullas Kamath (DIN: 00506681), whoretires by rotation and being eligible, offershilTIself for re-appointment.Re-appointment of Mr. Nilesh BansilalMehta (DIN: 00199071), as an IndependentDirector of the Company for a further periodof 5 (Five) years with effect from April 1,2019 uptoMarch 31, 2024.Re-appointment of Mr. RmnakrishnanLakshminarayanan (DIN: 00238887), as anIndependent Director of the COlnpany for afurther period of 5 (Five) years with effectfrom April 1, 2019 upto March 31,2024.

Adoption of new set of Articles ofAssociation of the Company in substitutionand to the entire exclusion of the existingArticles of Association of the Company.

Approval of stock options toMr.Raghunandan Sathyanarayan Rao.

Approval for issue of Debentures to the tuneof Rs. 500 Crores on a Private Placementbasis.

Ratification of remuneration of CostAuditors.

100.0000

96.1351

98.8708

99.8186

98.9276

88.5209

99.9992

99.9993

0.0000

3.8649

1.1292

0.1814

1.0724

11.4791

0.0008

0.0007

Ordinary

Ordinary

Special

Special

Special

Special

Special

Ordinary

~__L_A__B_O_R_A_T_O_R_I_E....,.-S-CI-N-_:-24-~4-0~-H-'~-9;-PL-:-2B-~'UJALA HOUSE', Ramakrishna Mandir Road, Kondivita, Andheri (East), Mumbai - 400059.o Tel.: 6689 2800 0 Fax: 6689 2805 0 e-mail: [email protected] 0 www.jyothylaboratories.com UJALA

The Consolidated Scrutinizer's report on remote e-voting and physical voting through poll processconducted at the 2ih AGM is enclosed herewith.

For JYOTHY LABORATORIES LIMITED

M. P. Ra chandranChairman & Managing Director(DIN - 00553406)

The Chainnan

JY()'THY LABORATORIES LIMITED.

Liala House, Ranl Krishna N1andirRoad t

Kondivita, Andheri (East)t

1\/1 Ll mba i- 400 059

Dear Sir,

Sub: SCl"ptinizer's RCj20rt on the remote e-voting and 'p-hysical voting through ballot

p-focess conducted at the27th Annual General Meeting of the 1\1enlbers of Iyothv

laboratories Litnited held on25th luly, 2018:

]yothy Laboratories Linlited ("the CC)lnpani') vide resolution of its Board of Directors

dated I'vldY 16! 201 tI( appointed the undersigned as the Scrutinizer to ensure that the process

Df remote e-votir1g and physical votillg through ballot (HI the resolutions contained in the

Notice (ll1ll'd \lay 16, 201H for the 27:h Annual Generalrvleeting held 011 25 th July 2018

(ACivI)! as prescribed under Section 108 read "vith Rule 20 of the Conlpanies {Ivtanagcrnent

and Adrninistration) Rules, 2014 of the COIllpanies A.ct, 2013 (lithe Act") as anlended frorn

tilne to lime and Regulation 44 of SE131 (Listing Obligations and Disclosure Requirenlents)

Regulations, 2C}1S, placed for the approval of l\i1crnbers of the C0l11panYI be carried out in a

fair arId lrclnSp<.lfC'nt nl.:lrUH..'r.

The rnan~1genlent of the Conlpany is responsible to ensure the cOlnpliance "vith the

requirements of tIle COlnpanies Act, 2013 and Rules rnade thereunder and the applicable

regulations of the SEBI (Listing ()bligations and Disclosure Requirenlents) Regulations(

2U 15, relating to 1'ernote e-voting and voting by physical ballot on the resolutions contained

in the aforesaid Notice of the 27th Annual Ceneral iv1ceting (AGivI) of the rvlenlbers of the

Cornpany. \'ly responsibility as a Scrutinizer is to scrutinize and ensure that the voting

clone thrnugh rl'!110tC' e-voting and physical ballot is cl"JrH.~ in a fair and transparent rnanrtef

(111(1 to lTuke a Consolidated Scrutinizer's Report of the votes cast "in favour" or "against"

For Jyothy Laboratories Ltd

~handranChairman & iv1anaging Director

the resolutions, based on the reports generated from the remote e-voting system of Central

Depository Services (India) Limited (CDSL) and of voting through physical ballots as

provided by Link Intime (India) Private Limited, the agencies engaged by the Company to

provide remote e-voting facilities at the AGM.

As required Lmder Section 101 of the Act, a notice of AGM along with explanatory

statement under Section 102 of the Act was sent to the Members by permitted means (Le. by

courier ande-mail), for seeking approval of members on following resolutions:

1. Resolution 0.1 as an Ordinary Resolution for consideration and adoption of

(a) the Audited Standalone Financial Statements of the Company for the financial year

ended Marcil 31, 201 , including the Audited Balance Sheet as at March 31, 2018, the

Statement of Profit & Loss and Cash Flow Statement for the financial year

commencing from April 1, 2017 to March 31, 2018 including Sclledules and Notes

attaclled thereto and forming part thereof and the reports of the Board of Directors

('the Board') and the Statutory Auditors thereon; and

(b) the Audited Con olidated Financial Statements of the Company for the financial year

ended March 31, 2018, comprising of Audited Consolidated Balance Sheet as at

Marcil 31, 2018, the Statement of Consolidated Profit & Loss and Cash Flow

Statement for the financial year from April 1, 2017 to Marcil 31, 2018 including

Schedules and the Notes attaclled thereto and forming part thereof together with the

report of the Statutory Auditors thereon.

2. Resolution 0.2 as an Ordinary Resolution for declaration of dividend on Equity Shares of

the Company for the Financial Year 2017-18.

3. Resolution 0.3as an Ordinary Resolution for re-appointment of Mr. K. Vilas Kamath

(D! : 00506681) as Director of the Company, who retired by rotation and being eligible,

had offered himself for re-appointment.

4. Resolution No.4as aSpecial Resolution for the re-appointment of Mr. ilesh Bansilal Mehta

(D! : 00199071) as an Independent Director of the Company, in terms of the provisions of

Sections 149 and 152 read with Schedule IV and other applicable provisions of the

2

3

Companies Act, 2013 for a further period of 5 (Five) years with effect from April 1, 2019

upto March 31,2024.

5. Resolution a.Sas a Special Resolution for the re-appointment of Mr. Ramakrishnan

Lakshminarayanan (DI : 00238887) as an Independent Director of the Company, in terms

of the provisions of Sections 149 and 152 read with Schedule N and other applicable

provisions of the Companies Act, 2013 for a further period of 5 (Five) years with effect

from April 1, 2019 upto March 31, 2024.

6. Resolution o. 6as a Special Resolution for adoption of new set of Articles of Association

of the Company in substitution and to the entire exclusion of the existing Articles of

Association of the Company;

7. Resolution No.7 as a Special Resolution for granting 18,10,235 options and ratification of

4,52,558 options already granted under ESOS 2014-A to Mr. Raghunandan

SathyanarayanRao, the former Whole Time Director & Chief Executive Officer of the

Company and further resolution under sub-section 10 of Section 197 of the Companies Act,

2013, as amended vide Section 67 of the Companies (Amendment) Act, 2017, for waiver of

recovery of remuneration paid in excess of the limits prescribed under Section 197 of the

Companies Act, 2013 from him, arising on account of allotment of shares due to vesting

and exercise of the options so granted to him as aforesaid, subject to notification of the

provisions of Section 67 of the Companies (Amendment) Act, 2017 by the Ministry of

Corporate Affairs, Government of India;

8. Resolution o. 8 as a Special Resolution for making offer(s) or invitation(s) to subscribe to

Debentures in one or more tranches, aggregating upto I R 500 Crores (Rupees Five

Hundred Crores), on private placement basis, during the period of one year from the date

oi passing of this Special Resolution by the members, within the overall borrowing limits

of the Company, as may be approved by the members from time to time;

9. Resolution 1 o. 9 as an Ordinary Resolution for approval of payment of remuneration to

Mis R. ana bhoy & Co., Cost Accountants (Firm Registration Number 000010), Cost

Auditors of the Company, amounting to I R 3,25,0001- (Rupees Three Lacs Twenty Five

Thousand only) per annum plus taxes as applicable and out of pocket expenses on actu Td(app'435 Tc -34.983 -664 0 Tdasibers,)-Tj0.0218 Tc 1.43 0 Td(for)Tj0.0283 T4711.35 0 Td(the)Tj156445 Tc 3.877 0 TfOrdnciarall9 .

The Company provided the remote e-voting facility offered by CDSL to cast votes on

aforesaid resolutions by the members of the Company. The Company had also made

available the physical ballots at the 27th AGM to enable the members to cast their votes on

the aforesaid resolutions.

Remote e-voting facility was made available to shareholders of the Company to exercise

their voting rights commenced from 9.00 a.m. of Sunday, July 22, 2018 and ended at 5.00

p.m. on Tuesday, July 24, 2018. Accordingly, e-votes casted upto 5.00 p.m. of July 24, 2018

have been considered for my scrutiny. The facility of voting at the Annual General Meeting

through physical ballots has also been considered for the scrutiny.

The remote e-voting was unblocked in the presence of two witnesses not in employment of

th Company, namely Mr. Safal Jain and Ms. Radhika Khatod.

After the conclusion of the 27th Annual General Meeting, the voting was conducted through

physical ballot at the meeting and the locked ballot box was subsequently opened in the

presence of two shareholders of the Company.

A summary of the votes cast by shareholders through remote e-voting and physical ballots

at the 27th Annual General Meeting with their pattern of voting is as per Annexure annexed

to this Report.

The results of the voting by members through remote e-voting and physical ballots at the

27'h Annual General Meeting in respect of the above mentioned resolutions may

accordingly be declared by the Chairman of the Company.

Thanking you,

Yours sincerely,

For RATHI & ASSOCIATESCOMPANY SECRETARIES

.,r7' I

I rI.

• , ( --l-

HIMA SHU S. KAMDARPART ERFCS NO. 5171COP 0.3030

4

AN EXURE

The summary of the votes cast through Physical Ballot and through remote e-voting

confirmations received for each of the resolutions is given below:

For Resolution 1: As an Ordinary Resolution for consideration and adoption of

(a) the Audited Standalone Financial Statements of the Company for the financial year

ended Mard, 31, 2018, including the Audited Balance Sheet as at March 31, 2018, the

Statement of Profit & Loss and Cash Flow Statement for the financial year commencing

from April 1, 2017 to March 31, 2018 including Schedules and otes attached thereto

and forming part thereof and the reports of the Board of Directors ('the Board') and the

Statutory Auditors thereon; and

(b) the Audited Consolidated Financial Statements of the Company for the financial year

ended March 31, 2018, comprising of Audited Consolidated Balance Sheet as at March

31,2018, the Statement of Consolidated Profit & Loss and Cash Flow Statement for the

financial year April 1, 2017 to Mard, 31, 2018 including its Schedules and the otes

attached thereto and forming part thereof together with the report of the Statutory

Auditors thereon.

Resolution 1

No. ofSr. o. of Ballots /

Particulars Shareso. Remote E-Voting

voted

a. Votes cast through physical ballot 55 6,831b. Remote e-voting confirmations received

145 293,324,448Total 200 293,331,279

c. Less: Invalid Ballot / Remote e-voting 0 0

confi rma lions

d. Net Valid Physical Ballot Forms / Remote e- 200 293,331,279

Voting

(i) Physical Ballot Forms / Remote e- 195 293,330,543

voting with assent for the ResolutionI

5

% of Assent 100.00*

(i i) Physical Ballot Forms / Remote e- 5 736

voting with dissent for the Resolution

% of Dissent 0.00

* Rounded off to nearest percentage

6

Resolution o. 2 as an Ordinary Resolution for declaration of dividend on Equity Shares of

the Company for the Financial Year 2017-18

Resolution 2

No. ofSr. o. of Ballots /


voted

a. Votes cast through physical ballot 55 6,831b. Remote e-vohng confirmations received

153 315,666,685Total 208 315,673,516

c. Less: Invalid Ballot / Remote e-vohng 0 0

confirmations


Voting


votiJ1g with assent for the Resolution

% of Assent 100.00"

(i i) Physical Ballot Forms / Remote e- 1 2


% of Dissent 0.00

" Rounded off to nearest percentage

7

Resolution o.3as an Ordinary Resolution for re-appointment of Mr. K. UllasKamath (DIN:

0050668]) as Director of the Company, who retired by rotation and being eligible, had

offered himself for re-appointment

Resolution 3

No. of Ballots /Sr. No. of Shares

Particulars Remote E-o. voted

Voting

a. Votes cast through physical ballot 55 6,831

b. Remote e-voting confirmations received]54 315,666,695

Total 209 315,673,526

c. Less: Invalid Ballot / Remote e-vohng

confirmations0 0


Voting


votiJlg with assent for the Resolution

% of Assent 96.14

(i i) Physical Ballot Forms / Remote e- 42 12,200,615


f-% of Dissent 3.86

~

8

Resolution o. 4 as a Special Resolution for the re-appointment of Mr. ileshBansilal

Mehta (01 : 00199071) as an Independent Director of the Company, in terms of the

provisions of Sections 149 and 152 read with Schedule rv and other applicable provisions of

the Companies Act, 2013 for a further period of 5 (Five) years with effect from April 1, 2019

upto March 31,2024

Resolution 4

No. ofSr. Particulars No. of Ballots /

Shareso. Remote E-Voting

voted


b. Remote e-voting confirmations received146 293,345,106

Total 201 293,351,937

c. Less: Invalid Ballot / Remote e-voting 0 °confirmations


Voting


voting with assent for the Resolution

00 of Assent 98.87

(i i) Physical Ballot Forms / Remote e- 18 3,312,39


% of Dissent 1.13

9

Resolution o. 5 as a Special Resolution for the re-appointment of Mr.

RamakrishnanLakshminarayanan (or : 00238887) as an Independent Director of the

Company, in terms of the provisions of Sections 149 and 152 read with Schedule Nand

other applicable provisions of the Companies Act, 2013 for a further period of 5 (Five) years

with effect from April 1, 2019 upto March 31,2024

I Resolution 5

No. ofSr. Particulars No. of Ballots /

Shareso. Remote E-Voting

voted



Total 151 293,351,937


confirmations


Voting

(i) I Physical Ballot Forms / Remote e- 190 292,819,867


% of Assent 99.82

(i i) Physical Ballot Forms / Remote e- II 532,070


% of Dissent 0.18

10

Resolution o. 6as a Special Re olution for adoption of new set of Articles of Association of

the Company in sub titution and to the entire exclusion of the existing Articles of

Association of the Company

I Resolution 6

o. ofSr. o. of Ballots /

Particulars SharesNo. Remote E-Voting

voted



Total 208 314,650,834


confirmations


Voting



% of Assent 98.93

(ji) Physical Ballot Forms / Remote e- 10 3,374,316


% of Dissent 1.07• _L_

11

Resolution o. 7 as a Special Resolution for granting 18,10,235 options and ratification of

4,52,558 options already granted under ESOS 2014-A toMr.

RaghunandanSathyanarayanRao, the former Whole Time Director & Chief Executive

Officer of the Company and further resolution wlder sub-section 10 of Section 197 of the

Companies Act, 2013, as amended vide Section 67 of the Companies (Amendment) Act,

2017, for waiver of recovery of remuneration paid in excess of the limits prescribed under

Section 197 of the Companie Act, 2013 from him, arising on account of allotment of shares

due to vesting and exercise of the options so granted to him as aforesaid, subject to

notification of the provisions of Section 67 of the Companies (Amendment) Act, 2017 by the

Ministry of Corporate Affairs, Government of India

Resolution 7

No. ofSr. No. of Ballots /


voted

a. Voles cast through physical ballot 55 6,831r--:- - - --

b. Remote e-voling confirmations received147 312,038,071

Total 202 312,044,902


confirmations


Voting

(i) Physical BaUot Forms / Remote e- 146 276,224,822


% of Assent 88.52

(i i) Physical Ballot Forms / Remote e- 56 35,820,0 0

oting with dissent for the Resolution

% of Dissent 11.48

12

Resolution 0.8 as a Special Resolution for making offer(s) or invitation(s) to subscribe to

Debenlures in one or more t-ranches, aggregating uptol R 500 Crores (Rupees Five

Ilundred Crores), on privale placement basis, during the period of one year from the date

of passing of this Special Resolution by the members, within the overall borrowing limits

of the Company, as may be approved by the members from time to time

IResolution 8

No. ofSr. No. of Ballots /


voted



Total 209 315,673,526


confirmations


Voting



. - - - I

~o of Assent 100.00"

(i i) Physical Ballot Forms / Remote e- 7 2,386


__I. 'Yo of Dissent 0.00

.. Rounded off to nearest percentage

13

Resolution o. 9 as an Ordinary Resolution for approval of payment of remuneration to

Mis R. Nanabhoy& Co., Cost Accountants (Firm Registration umber 000010), Co t

Auditors of the Company, amounting to INR 3,25,0001- (Rupees Three Lacs Twenty Five

Thousand only) per annum plus taxes as applicable and out of pocket expenses on actual

basis, for the financial year ended March 31, 2019

Resolution 9

o. ofSr. No. of Ballots I


voted


b. Remote e-voling confirmations received315,666,685153

Total 208 315,673,516

c. Less: Invalid Ba1I0t I Remote e-voting ° 0

conn rma lions

d. Net Valid Physical Ballot Forms I Remote e- 208 315,673,516

VotingI ----,-

Ballot Forms I Remote 203 315,671,190(i) Physical e-

voling with assent for the Resolution

% of Assent 100.00"

(i i) Physical Ballot Forms I Remote e- 5 2,326

I voling wilh dissent for the Resolulion

-- - Ir I % of DissentI 0.00

.. Rounded off to nearest percentage

14

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