page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; public- non institutions....

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June 22, 2020 1. Corporate Relationship Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. 2. Manager – Listing National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051. Sub.: Proceedings and Voting Results of the 100th Annual General Meeting of Kansai Nerolac Paints Limited Ref.: 1. Regulation 30 and Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 2. Scrip Codes : BSE - 500165, NSE - KANSAINER Dear Sirs, This is to inform you that the 100th Annual General Meeting of Kansai Nerolac Paints Limited (“Company”) was held today i.e. Monday, June 22, 2020, through Video Conferencing/ Other Audio Visual Means, without the physical presence of the Shareholders at a common venue (“said AGM”). This is in compliance with the General Circular No. 20/ 2020 dated May 5, 2020 read with General Circular No. 14/ 2020 dated April 8, 2020 and General Circular No. 17/ 2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”), Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 (“said SEBI Circular”) issued by the Securities and Exchange Board of India and relevant provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The said AGM commenced at 12 noon and concluded at 1.51 p.m. Following items forming part of the Notice for the said AGM, were considered and approved by the shareholders through remote e-voting system (e-voting from a place other than venue of the AGM) (“remote e-voting”) as well as e-voting during the proceeding of the AGM (“e-voting at the AGM”) : Sr. No. Agenda proposed to be taken up Type of Resolution Method of Voting 1. Adoption of audited financial statements (including the consolidated financial statements) of the Company for the year ended March 31, 2020 and the Reports of the Board of Directors and the Auditors thereon. Ordinary Resolution Remote e-voting and e-voting at the AGM 2. Declaration of a dividend of ₹ 3.15 (315%) per Equity Share of the nominal value of ₹ 1 each for the year ended March 31, 2020. Ordinary Resolution Remote e-voting and e-voting at the AGM 3. Appointment of a Director in place of Mr. Anuj Jain, Whole time Director (holding Director Identification Number 08091524), who retires by rotation and being eligible, offers himself for re-appointment. Ordinary Resolution Remote e-voting and e-voting at the AGM Page 1 of 27

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Page 1: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

June 22, 2020 1. Corporate Relationship Department

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

2. Manager – Listing National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051.

Sub.: Proceedings and Voting Results of the 100th Annual General Meeting of Kansai

Nerolac Paints Limited Ref.: 1. Regulation 30 and Regulation 44(3) of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015 2. Scrip Codes : BSE - 500165, NSE - KANSAINER

Dear Sirs, This is to inform you that the 100th Annual General Meeting of Kansai Nerolac Paints Limited (“Company”) was held today i.e. Monday, June 22, 2020, through Video Conferencing/ Other Audio Visual Means, without the physical presence of the Shareholders at a common venue (“said AGM”). This is in compliance with the General Circular No. 20/ 2020 dated May 5, 2020 read with General Circular No. 14/ 2020 dated April 8, 2020 and General Circular No. 17/ 2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”), Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 (“said SEBI Circular”) issued by the Securities and Exchange Board of India and relevant provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The said AGM commenced at 12 noon and concluded at 1.51 p.m. Following items forming part of the Notice for the said AGM, were considered and approved by the shareholders through remote e-voting system (e-voting from a place other than venue of the AGM) (“remote e-voting”) as well as e-voting during the proceeding of the AGM (“e-voting at the AGM”) : Sr. No.

Agenda proposed to be taken up Type of Resolution

Method of Voting

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

Ordinary Resolution

Remote e-voting and e-voting at

the AGM

2. Declaration of a dividend of ₹ 3.15 (315%) per Equity Share of the nominal value of ₹ 1 each for the year ended March 31, 2020.

Ordinary Resolution

Remote e-voting and e-voting at

the AGM 3. Appointment of a Director in place of Mr. Anuj Jain,

Whole time Director (holding Director Identification Number 08091524), who retires by rotation and being eligible, offers himself for re-appointment.

Ordinary Resolution

Remote e-voting and e-voting at

the AGM

Page 1 of 27

Page 2: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

Sr. No.

Agenda proposed to be taken up Type of Resolution

Method of Voting

4. Ratification of remuneration of the Cost Auditor, D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611), for the financial year ending March 31, 2021, as recommended by the Audit Committee and approved by the Board of Directors.

Ordinary Resolution

Remote e-voting and e-voting at

the AGM

5. Appointment of Mr. Hitoshi Nishibayashi (holding Director Identification Number 03169150), as Non-Executive Director, liable to retire by rotation, to fill in the casual vacancy created by the resignation of Mr. Katsuhiko Kato.

Ordinary Resolution

Remote e-voting and e-voting at

the AGM

6. Appointment of Mr. Shigeki Takahara (holding Director Identification Number 08736626), as Non-Executive Director, liable to retire by rotation, to fill in the casual vacancy created by the resignation of Mr. Hidenori Furukawa.

Ordinary Resolution

Remote e-voting and e-voting at

the AGM

7. Appointment of Mr. Takashi Tomioka (holding Director Identification Number 08736654), as Non-Executive Director, liable to retire by rotation, to fill in the casual vacancy created by the resignation of Mr. Hideshi Hasebe.

Ordinary Resolution

Remote e-voting and e-voting at

the AGM

8. Re-appointment of Mr. Pradip Panalal Shah, Independent Director (holding Director Identification Number 00066242), as an Independent Director, to hold office for a second term of 5 (five) years with effect from January 30, 2020 upto and including January 29, 2025.

Special Resolution

Remote e-voting and e-voting at

the AGM

9. Re-appointment of Mr. Noel Naval Tata, Independent Director (holding Director Identification Number 00024713), as an Independent Director, to hold office for a second term of 5 (five) years with effect from January 30, 2020 upto and including January 29, 2025.

Special Resolution

Remote e-voting and e-voting at

the AGM

10. Appointment of Ms. Sonia Singh (holding Director Identification Number 07108778), who was appointed as an Additional Director of the Company and who holds office upto the date of the ensuing Annual General Meeting, as an Independent Director, to hold office for a term of 3 (three) years with effect from July 29, 2019 upto and including July 28, 2022.

Ordinary Resolution

Remote e-voting and e-voting at

the AGM

All resolutions as set out in the Notice of the said AGM were duly approved by the Shareholders, with requisite majority. Details of the results of remote e-voting and e-voting at the AGM are enclosed as Annexure A, in terms of Regulation 44(3) of the SEBI Listing Regulations and they will also be uploaded on the BSE Listing portal and NEAPS portal, separately.

Page 2 of 27

Page 3: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

The Consolidated Scrutinizer’s report dated June 22, 2020, pursuant to Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, with respect to the results of remote e-voting and e-voting at the AGM is enclosed as Annexure B. Further, please note that as required under Regulation 34 of the SEBI Listing Regulations, the Annual Report of the Company for the Financial Year 2019-20 and the Notice of the said AGM, has already been submitted with the Stock Exchanges on May 29, 2020. Please take the above submission on record. For KANSAI NEROLAC PAINTS LIMITED G. T. GOVINDARAJAN COMPANY SECRETARY Encl: As above

Page 3 of 27

Page 4: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

Annexure A

Date of the Annual General Meeting : June 22, 2020

Total number of shareholders on record date (i.e. the Cut-off Date) : 58,792

No. of shareholders present in the meeting either in person or through authorized representatives or through proxy: -· Promoter and Promoter Group: -· Public: -

No. of shareholders attended the meeting through Video Conferencing : 90· Promoter and Promoter Group: 1· Public: 89

Kansai Nerolac Paints Limited

Page 4 of 27

Page 5: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 5,33,34,162 61.71 5,33,34,162 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 5,33,34,162 61.71 5,33,34,162 0 100.00 0.00Remote E-Voting 1,44,438 0.30 1,44,438 0 100.00 0.00Poll (i.e. E-voting at the AGM) 17,745 0.04 17,745 0 100.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 1,62,183 0.34 1,62,183 0 100.00 0.0053,89,19,720 45,76,32,243 84.92 45,76,32,243 0 100.00 0.00

Resolution required: (Ordinary/ Special)

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

Kansai Nerolac Paints Limited

Resolution No. 1 Adoption of audited financial statements (including the consolidated financial statements) of the Company for the year ended 31st March, 2020 and the Reports of the Board of Directors and the Auditors thereon - Ordinary Resolution

No

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Public- Non Institutions4,83,51,312

Total

Page 5 of 27

Page 6: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 6,89,00,128 79.72 6,89,00,128 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 6,89,00,128 79.72 6,89,00,128 0 100.00 0.00Remote E-Voting 1,44,438 0.30 1,44,438 0 100.00 0.00Poll (i.e. E-voting at the AGM) 17,745 0.04 17,745 0 100.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 1,62,183 0.34 1,62,183 0 100.00 0.0053,89,19,720 47,31,98,209 87.80 47,31,98,209 0 100.00 0.00

Public- Non Institutions4,83,51,312

Total

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Kansai Nerolac Paints Limited

Resolution required: (Ordinary/ Special)Resolution No. 2Declaration of a dividend of ₹ 3.15 (315%) per Equity Share of the nominal value of ₹ 1 each for the year ended 31st March, 2020 - Ordinary Resolution

Whether promoter/ promoter group are interested in the agenda/resolution? No

Page 6 of 27

Page 7: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 6,84,07,295 79.15 6,76,61,717 7,45,578 98.91 1.09Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 6,84,07,295 79.15 6,76,61,717 7,45,578 98.91 1.09Remote E-Voting 1,41,800 0.29 1,40,390 1,410 99.01 0.99Poll (i.e. E-voting at the AGM) 17,745 0.04 17,695 50 99.72 0.28Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 1,59,545 0.33 1,58,085 1,460 99.08 0.9253,89,19,720 47,27,02,738 87.71 47,19,55,700 7,47,038 99.84 0.16

Public- Non Institutions4,83,51,312

Total

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Kansai Nerolac Paints Limited

Resolution required: (Ordinary/ Special)Resolution No. 3Appointment of a Director in place of Mr. Anuj Jain, Whole time Director (holding Director Identification Number 08091524), who retires by rotation and being eligible, offers himself for re-appointment - Ordinary Resolution

Whether promoter/ promoter group are interested in the agenda/resolution? No

Page 7 of 27

Page 8: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 6,89,00,128 79.72 6,89,00,128 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 6,89,00,128 79.72 6,89,00,128 0 100.00 0.00Remote E-Voting 1,44,438 0.30 1,43,925 513 99.64 0.36Poll (i.e. E-voting at the AGM) 17,745 0.04 17,695 50 99.72 0.28Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 1,62,183 0.34 1,61,620 563 99.65 0.3553,89,19,720 47,31,98,209 87.80 47,31,97,646 563 100.00 0.00

Public- Non Institutions4,83,51,312

Total

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Kansai Nerolac Paints Limited

Resolution required: (Ordinary/ Special)

Resolution No. 4Ratification of remuneration of the Cost Auditor, D. C. Dave & Co., Cost Accountants (Firm Registration No. 000611), for the financial year ending 31st March, 2021, as recommended by the Audit Committee and approved by the Board of Directors - Ordinary Resolution

Whether promoter/ promoter group are interested in the agenda/resolution? No

Page 8 of 27

Page 9: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 6,84,07,295 79.15 6,76,61,717 7,45,578 98.91 1.09Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 6,84,07,295 79.15 6,76,61,717 745578 98.91 1.09Remote E-Voting 1,44,200 0.30 1,44,200 0 100.00 0.00Poll (i.e. E-voting at the AGM) 17,745 0.04 17,745 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 1,61,945 0.33 1,61,945 0 100.00 0.0053,89,19,720 47,27,05,138 87.71 47,19,59,560 7,45,578 99.84 0.16

Public- Non Institutions4,83,51,312

Total

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Kansai Nerolac Paints Limited

Resolution required: (Ordinary/ Special)

Resolution No. 5Appointment of Mr. Hitoshi Nishibayashi (holding Director Identification Number 03169150), as Non-Executive Director, liable to retire by rotation, to fill in the casual vacancy created by the resignation of Mr. Katsuhiko Kato - Ordinary Resolution

Whether promoter/ promoter group are interested in the agenda/resolution? Yes

Page 9 of 27

Page 10: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 6,84,07,295 79.15 6,76,61,717 7,45,578 98.91 1.09Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 6,84,07,295 79.15 6,76,61,717 7,45,578 98.91 1.09Remote E-Voting 1,44,200 0.30 1,44,200 0 100.00 0.00Poll (i.e. E-voting at the AGM) 17,745 0.04 17,745 0 100.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 1,61,945 0.33 1,61,945 0.00 100.00 0.0053,89,19,720 47,27,05,138 87.71 47,19,59,560 7,45,578 99.84 0.16

Public- Non Institutions4,83,51,312

Total

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Kansai Nerolac Paints Limited

Resolution required: (Ordinary/ Special)

Resolution No. 6Appointment of Mr. Shigeki Takahara (holding Director Identification Number 08736626), as Non-Executive Director, liable to retire by rotation, to fill in the casual vacancy created by the resignation of Mr. Hidenori Furukawa - Ordinary Resolution

Whether promoter/ promoter group are interested in the agenda/resolution? Yes

Page 10 of 27

Page 11: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 6,84,07,295 79.15 6,76,61,717 7,45,578 98.91 1.09Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 6,84,07,295 79.15 6,76,61,717 7,45,578 98.91 1.09Remote E-Voting 1,44,200 0.30 1,44,200 0 100.00 0.00Poll (i.e. E-voting at the AGM) 17,745 0.04 17,745 0 100.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 1,61,945 0.33 1,61,945 0 100.00 0.0053,89,19,720 47,27,05,138 87.71 47,19,59,560 7,45,578 99.84 0.16

Public- Non Institutions4,83,51,312

Total

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Kansai Nerolac Paints Limited

Resolution required: (Ordinary/ Special)

Resolution No. 7Appointment of Mr. Takashi Tomioka (holding Director Identification Number 08736654), as Non-Executive Director, liable to retire by rotation, to fill in the casual vacancy created by the resignation of Mr. Hideshi Hasebe - Ordinary Resolution

Whether promoter/ promoter group are interested in the agenda/resolution? Yes

Page 11 of 27

Page 12: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 6,80,90,469 78.78 6,25,78,045 55,12,424 91.90 8.10Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 6,80,90,469 78.78 6,25,78,045 55,12,424 91.90 8.10Remote E-Voting 1,41,800 0.29 1,41,775 25 99.98 0.02Poll (i.e. E-voting at the AGM) 17,745 0.04 17,695 50 99.72 0.28Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 1,59,545 0.33 1,59,470 75 99.95 0.0553,89,19,720 47,23,85,912 87.65 46,68,73,413 55,12,499 98.83 1.17

Public- Non Institutions4,83,51,312

Total

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Kansai Nerolac Paints Limited

Resolution required: (Ordinary/ Special)

Resolution No. 8Re-appointment of Mr. Pradip Panalal Shah, Independent Director (holding Director Identification Number 00066242), as an Independent Director, to hold office for a second term of 5 (five) years with effect from 30th January, 2020 upto and including 29th January, 2025 - Special Resolution

Whether promoter/ promoter group are interested in the agenda/resolution? No

Page 12 of 27

Page 13: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 6,80,90,469 78.78 6,60,55,854 20,34,615 97.01 2.99Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 6,80,90,469 78.78 6,60,55,854 20,34,615 97.01 2.99Remote E-Voting 1,44,154 0.30 1,44,144 10 99.99 0.01Poll (i.e. E-voting at the AGM) 17,745 0.04 17,745 0 100.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 1,61,899 0.33 1,61,889 10 99.99 0.0153,89,19,720 47,23,88,266 87.65 47,03,53,641 20,34,625 99.57 0.43

Public- Non Institutions4,83,51,312

Total

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Kansai Nerolac Paints Limited

Resolution required: (Ordinary/ Special)

Resolution No. 9Re-appointment of Mr. Noel Naval Tata, Independent Director (holding Director Identification Number 00024713), as an Independent Director, to hold office for a second term of 5 (five) years with effect from 30th January, 2020 upto and including 29th January, 2025 - Special Resolution

Whether promoter/ promoter group are interested in the agenda/resolution? No

Page 13 of 27

Page 14: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

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)]*100Remote E-Voting 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 40,41,35,898 40,41,35,898 100.00 40,41,35,898 0 100.00 0.00Remote E-Voting 6,64,96,879 76.94 6,64,96,879 0 100.00 0.00Poll (i.e. E-voting at the AGM) 0 0.00 0 0 0.00 0.00Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 8,64,32,510 6,64,96,879 76.94 6,64,96,879 0 100.00 0.00Remote E-Voting 42,489 0.09 41,079 1,410 96.68 3.32Poll (i.e. E-voting at the AGM) 17,745 0.04 17,695 50 99.72 0.28Postal Ballot (if applicable) N.A. N.A. N.A. N.A. N.A. N.A.

Total 4,83,51,312 60,234 0.12 58,774 1,460 97.58 2.4253,89,19,720 47,06,93,011 87.34 47,06,91,551 1,460 100.00 0.00

Public- Non Institutions4,83,51,312

Total

Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders, forming part of the Unclaimed Shares Suspense Account of the Company in terms of Regulation 39 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, remain frozen and they are included under Public-Non Institutions. 2. The percentages calculated in Column Nos. 3, 6 and 7 have been rounded off to Two Decimal Places.

Category Mode of Voting

Promoter and Promoter Group 40,41,35,898

Public- Institutions8,64,32,510

Kansai Nerolac Paints Limited

Resolution required: (Ordinary/ Special)

Resolution No. 10Appointment of Ms. Sonia Singh (holding Director Identification Number 07108778), who was appointed as an Additional Director of the Company and who holds office upto the date of the ensuing Annual General Meeting, as an Independent Director, to hold office for a term of 3 (three) years with effect from July 19, 2019 upto and including July 28, 2022 - Ordinary Resolution

Whether promoter/ promoter group are interested in the agenda/resolution? No

Page 14 of 27

Page 15: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operative Housing Society,B-Cabin, Shivaji Nagar, Opp. Anandashram Society,Sane Guruii Path, Naupada, Thane (W) 400 602.

Contact us at : 022-2544 2434. +91 89764 [email protected] I ihranade24@gmail com J H R & Associates

Company Secretaries

CONSOLIDATED SCRUTINIZER'S REPORT

Pursuant to Sectlon 108 and 109 of the Companies Act, 2013 read with Rule 20 and 21 of

the Companies (Management and Administration) Rules, 2014

TO,

The Chairman

100th Annual General Meetlng of the Equity shareholders of Kansai Nerolac Paints Limited

held on Monday, 22nd June 2020 through Video Conferencing ('VC') / Other Audio Visual

Means (!OAVM').

Dear Sir,

I, J. H. Ranade, Partner of JHR & Assoclates Practlclng Company Secretaries Thane, was

appointed by the Board of Directors of Kansai Nerolac Paints Limited (CIN:

L24202MH1920PLC000825) (`the Company') as the Scrutinizer at the 100th Annual General

meeting ('AGM') of the Company held on Monday, 22nd June, 2020 to scrutinize the remote

e-voting and e-voting at AGM.

My responsibility as the Scrutlnizer ls restricted to ascertaining the voting processes and to

make Scrutinizer's Report of the votes cast `In favour' or `against' the resolutions contained

in the notice of AGM. The Management of the Company ls responsible to ensure the

compliance with the requlrements of the Companies Act, 2013 and rules made thereunder

relating to voting on the resolutlons contalned in the notice of the AGM.

The Company had provided the facillty of remote e-voting to all the ellgible shareholders

and the facility of e-voting at AGM to those eliglble shareholders who attended the meeting

through VC/OAVM and have not voted earlier through remote e-voting.

Further to the above,I submit my report as under:-

I. The equity shareholders of the Company as on the "cut-off" date i.e. Monday 15th June,

2020 were entltled to vote on the resolutlon nos 1 to 10 as set out in the notice of

AGM.

Page 15 of 27

Page 16: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operative Housing Society,B-Cabin. Shlvaii Nagar, Opp Anandashram Society.Sane Guruii Path, Naupada, Thane (W) 400 602.

Contact us at : 022-2544 2434, +91 89764 [email protected] I [email protected]

J H R & AssociatesCompany Secretaries

ii. The remote e-voting period commenced on Thursday,18th June, 2020 at 9.00 a.in. (lsT)

and ended on Sunday, 21St June, 2020 at 5.00 p.in. (lsT).

Ill. On Sunday, 21St June, 2020 after the end of the remote e-voting perlod, a limited

information report containlng lnformatlon such as folio number, name and number of

shares held etc. except votes cast by the members who voted through remote e-voting

was generated from the portal of Natlonal Securities Depository Limlted ('NSDL').

iv. After the conclusion of the AGM, the facilty of e-voting at AGM was enabled for 15

(Fifteen) minutes.

v. After the closure of e-voting at AGM, the votes cast through e-voting at AGM and

through remote e-voting prior to the date of AGM were unblocked in the presence of

two witnesses, Ms. urvashi and Mr Sohan Ranade who are not in the e

the Company and have slgned below ln the conflrmatlon.

%.vi. During the process of scrutlny,I dld not find any Invalid vote

ployment of

Mr. Sohan Ranade

Based on the reports provided by NSDL and TSR Darashaw Consultants Private Limited

('R&T') the result of the voting at AGM is as under:-

Page 16 of 27

Page 17: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operatjve Housing Society,B-Cabin, Shivaji Nagar. Opp. Anandashram Society.Sane Guruji Path. Naupada, Thane (W) 400 602.

Contact us at : 022-2544 2434, +91 89764 [email protected] I [email protected] J H R & Associates

Company Secretaries

ORDINARY BUSINESS:

Item No.1: Ordinary Resolution

Adoption of audited financial statements (including the consolidated financial statements) of

the Company for the year ended March 31, 2020 and the Reports of the Board of Directors

and the Auditors thereon.

Voted in favour of the resolution:

Type of Voting Nurrib€rof\Mernbe s`,Total number of votes' %bf:total,num erofvoted cast by them valid`vote`S cast

Remote E-votingE-votingatAGMTotal 214 45,76,14,498 100.0031 17,745 100.00

245 45,76,32,243 100.00

Voted against the resolution:

Type\ofvoting, Number of Members Total number of votes %ofto`tal numbarof ,voted cast by them valid\votes cast* 0.00

Remote E-voting 0 0E-voting at AGMTotal 0 0 0.00

0 0 0.00

Abstained / Less voted:

Type of voting Number of Membersvoted Total, number of votes cast by them

Remote E-voting 17 1,56,49,6580E-voting at AGM 0Tota I 17 1,56,49,658

The resolution was passed with requisite majorlty

Page 17 of 27

Page 18: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Saj-Krupa Co-operative Housing Society,B-Cabin, Shivaji Nagar. Opp. Anandashram Society,

Sane Guruji Path, Naupada, Thane (W) 400 602.

Contact us at : 022-2544 2434, +91 89764 [email protected] I [email protected] J H R & Associates

Company Secretaries

Item No. 2: Ordinary Resolution

Declaration of a dividend of { 3.15 (315%) per Equity Share of the nominal value of i 1 each

for the year ended March 31, 2020.

Voted in favour of the resolution:

Type of-Voting Norrib1``e rofMainbers Total number of votes 9/o',oftota`l,number of ` tvoted cast by`them valid\Vo,teslcast* \ 100 00

Remote E-voting 230 47,31,80,464E-voting at AGMTotal 31 17,745 100.00

261 47,31,98,209 loo.00

Voted against the resolution:

Type Qfvoting I I Number of Members Total number-of votes % of'`total number\p\fvoted castbythem ' Va idivotes`\6ast*

Remote E-vot.ingE-votingatAGMTotal 0 0 0.000 0 0.000 0 0.00

Abstained / Less voted:

Type of,voting - Number of Membersvoted Total number,ofvotescastbythem J ,

Remote E-votingE-votingatAGMTotal 1 83,6920 01 83,692

The resolution was passed with requisite majority

Page 18 of 27

Page 19: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operative Housing Society.B-Cabin. Shivaji Nagar, Opp. Anandashram Society,

Sane Guruji Path, Naupada, Thane (W) 400 602.

Contact us at : 022-2544 2434, +91 89764 [email protected] I [email protected] JH R & Associates

Company Secretaries

Item No. 3: Ordinary Resolution

Appolntment of a Director in place of Mr. Anuj Jain, Whole-time Director (holding Director

Identification Number 08091524), who retires by rotation and belng eligible, offers himself

for re-appointment.

Voted ln favour of the resolutlon:

Type of Vot ng,, NJmbe'rof Members ,voted. % of':total-nirmb6r of ,(

Cast bv th6rri , , v'alid'v6tes cast*Remote E-voting 218 47,19,38,005 9984E-voting at AGM 30 17,695 99.72Total 248 47,19,55,700 99.84

Voted against the resolution:

Type of Voting Number of Meinbers Total number of votes % of total number 'ofv'oted cast by them valid votes cast*

Remote E-voting 6 7,46,988 0.16E-voting at AGM 1 50 0.28Total 7 7,47,038 0.16

Abstained / Less voted:

Type of voting Nuinber of Membersvoted y

Remote E-votin 8 7 5,79,163E-voting at AGM 0 0Tota I 7 5,79,163

The resolution was passed with requisite majorlty

Page 19 of 27

Page 20: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operative Housing Society,B-Cabin. Shivaji Nagar, Opp. Anandashram Society,Sane Guruii Path, Naupada, Thane (W) 400 602.

Contact us at . 022-2544 2434, +91 89764 [email protected] I [email protected] J H R & Associates

Company Secretaries

SPECIAL BUSINESS:

Item No. 4: Ordinary Resolution

Ratiflcation of remuneration of the Cost Auditor, D. C. Dave & Co., Cost Accountants (Firm

Registration No. 000611), for the flnancial year ending March 31, 2021, as recommended by

the Audit Committee and approved by the Board of Directors.

Voted ln favour of the resolution:

Type ctf Vtiti,ng Numb,erofMe`mbers Total number of votes % of total \number ofvoted cast by them47,31,79,951v:I d'Votes cast* ' ''

Remote E-voting 226 loo.0099.72E-voting at AGMTotal 30 17,695

256 47,31,97,646 loo.00

Voted against the resolution:

Type of voting, Number of Members Total number of votes %oftotal'humberof ,voted cast by them 513 valid7Votes c;st* ' 000

Remote E-voting 4E-vo t,n8 at AGM 1 50 0.28Total 5 563 0.00

Abstained / Less voted:

Type of v ting Number of Members Total number of votes cast bythem Ivoted ,,

Remote E-voting 1 83,6920E-voting at AGM 0Tota I 1 83 692

The resolution was passed with requisite majority

Page 20 of 27

Page 21: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operative Housing Soclety,B-Cabin, Shivaji Nagar. Opp. Anandashram Soclety.Sane Guruji Path, Naupada, Thane (W) 400 602.

Contact us at : 022-2544 2434, +91 89764 [email protected] I [email protected] J H R & Associates

Company Secretaries

Item No. 5: Ordinary Resolution

Appointment of Mr. Hitoshl Nlshlbayashl (holding Director Identification Number

03169150), as Non-Executive Director, IIable to retlre by rotation, to fill ln the casual

vacancy created by the resignation of Mr. Katsuhlko Kato.

Voted in favour of the resolution:

Type ofvotihg ` Nu\mbe`rof,Mem'bers Total n'umber of votes` % 6f total number,ofvoted

`cast by themvalid votes cast*

Remote E-voting 221 47,19,41, 815 99.84

E-voting at AGM 31 17,745 100.00

Total 252 47,19,59,560 99.84

Voted against the resolution:

Type of Voti.ng Number of Members Total number of votes % qf t6tal nurribeF 6f ,

voted cast by them Va d votes cast* `Remote E-voting 4 7,45,578 0.16

E-voting at AGM 0 0 0.00

Tota I 4 7,45,578 0.16

Abstained / Less voted:

Typeof'voti'ng '.` , Number of Membersvoted Total number of votes cast-by them ` `

Remote E-voting 6 5,76,763

E-voting at AGM 0 0

Total 6 5,76,763

The resolution was passed with requisite majority.

Page 21 of 27

Page 22: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operative Housing Society.B-Cabin, Shivaji Nagar, Opp. Anandashram Society,

Sane Guruji Path, Naupada. Thane (W) 400 602.

Contact us at : 022-2544 2434, +91 89764 42434info@jhras§o.com I jhranade24@gmall com J H R & Associates

Company Secretaries

Item No. 6: Ordinary Resolution

Appointment of Mr. Shigeki Takahara (holding Director ldentificatlon Number 08736626), as

Non-Executive Director, liable to retire by rotation, to fill in the casual vacancy created by

the resignation of Mr. Hidenori Furukawa.

Voted in favour of the resolution:

Type of Vot rlg Number of Members Tgtal number of votes •'I

f total number of

yoted\ , Cast bly,them va S Cas -

Remote E-voting 221 47,19,41,815 99.84E-voting at AGM 31 17,745 100.00Total 252 47,19,59,560 99.84

Voted against the resolution:

Type ofvotihg , Number of Members Total number bf votes % of total 'nuinber'ofvoted cast by them valid votes cast*

Remote E-voting 4 7,45,578 0.16

E-voting at AGM 0 0 0.00Tota I 4 7,45,578 0.16

Abstained / Less voted:

Type,ofyoting ` Nuinber of MembersVoted Total number 9f votes cast by,them ,,,I .

Remote E-voting 6 5,76,763E-voting at AGM 0 0Tota I 6 5,76,763

The resolution was passed with requisite majority.

Page 22 of 27

Page 23: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operative Housing Society,B-Cabin, Shivaji Nagar, Opp Anandashram Soclety.

Sane Guruji Path, Naupada, Thane (W) 400 602.

Contact us at : 022-2544 2434. +91 89764 [email protected] I [email protected] J H R & Associates

Company Secretaries

Item No. 7: Ordinary Resolution

Appointment of Mr. Takashi Tomloka (holding Director ldentiflcation Number 08736654), as

NonLExecutive Director, liable to retlre by rotation, to fill in the casual vacancy created by

the resignation of Mr. Hideshi Hasebe.

Voted in favour of the resolution:

Type Qf Votina Number of.Members Total number of.votes' % oftptalmumbe[of' `voted ca`st by them Val d votes cast*

Remote E-voting 221 4719 41815 99.84100.00E-voting at AGMTotal 31

I_-, ' -I17,745

252 47,19,59,560 99.84

Voted against the resolution:

Type of Vo ng,,Number of Members Total number of votes %of tota ntumber ofy6ted cast by them Va

`d votes cast*

Remote E-voting 4 7 45 578 0.160.00E-voting at AGMTotal 0 0

4 7 ,A:5 5J8 0.16

Abstained / Less voted:

Type of voting Number of Membersvoted Total number of votes cast`by'therri

Remote E-voting 6 5 76 763E-voting at AGMTotal 0 0

6 5,76,763

The resolution was passed with requisite majorlty.

Page 23 of 27

Page 24: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operative Housing Society,B-Cabin, Shivaji Nagar, Opp. Anandashram Society.Sane Guruji Path, Naupada. Thane (W) 400 602.

Contact us at : 022-2544 2434, +91 89764 [email protected] I [email protected] J H R & Associates

Company Secretaries

Item No. 8: Special Resolution

Re-appointment of Mr. Pradip Panalal Shah, Independent Director (holding Director

Identification Number 00066242), as an Independent Director, to hold office for a second

term of 5 (five) years with effect from January 30, 2020 upto and includ.Ing January 29,

2025.

Voted in favour of the resolution:

Type of Voting Nu`inbe'rof\ Members Total number of.votes % of.total' nun_her ofvioted cast by their Validvotes'cast*

Remote E-voting 173 46,68,55,718 98.83E-voting at AGM 30 17,695 99.72Total 203 46,68,73,413 98.83

Voted against the resolution:

Type of,Voting , Number of Members Total number of votes % o,f,,t6tan mb , f,voted cast by them Va

`d

ates cast*Remote E-voting 50 55,12,449 1.17

E-voting at AGM 1 50 0.28Total 51 55,12,499 1.17

Abstained / Less voted:

Type of voting Number of Membersvoted Total number of votes cast P.y'them r '

Remote E-voting 8 8,95,989E-voting at AGM 0 0Total 8 8,95,989

The resolution was passed with requisite majority.

10

Page 24 of 27

Page 25: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301, Sai-Krupa Co-operative Hoiising Society,B-Cabin, Shivaji Nagar, Opp Anandashram Society.Sane Guruji Path, Naupada, Thane (W) 400 602.

Contact us at : 022-2544 2434. +91 89764 42434info@/hrasso.com I [email protected] J H R & Associates

Company Secretaries

Item No. 9: Special Resolution

Re-appointment of Mr. Noel Naval Tata, Independent Director (holding Director

Identification Number 00024713), as an Independent Director, to hold office for a second

term of 5 (five) years with effect from January 30, 2020 upto and including January 29,

2025.

Voted in favour of the resolution:

Typ`eofvot,ing'^ Number of Members' Total humbe,r of votes % ,of total, humber o \' /- ,

voted b''va'Iid\ivote

s,cast*Cas .jemRemote E-voting 198 47,03,35,896 9957E-voting at AGM 31 17,745 100.00Tota I 229 47,03,53,641 99.57

Voted against the resolution:

T e\6fvotin N,u'mber of Members Total number of votes a,_+YP _8-, % 0 ,,totaLnum er'.o,I

V6ted cast by them valid v`otes cast/* .Remote E-voting 25 20,34,625 0.43E-voting at AGM 0 0 0.00Total 25 20,34,625 0.43

Abstained / Less voted:

Typ\eofvgtjng 't Number of Mem,bersvoted Total number of votes cast by them ` ,

Remote E-voting 9 8,93,635E-voting at AGM 0 0Tota I 9 8,93,635

The resolution was passed with requisite majority

11

Page 25 of 27

Page 26: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301. Sai-Krupa Co-operative Housing Society,B-Cabin, Shivaji Nagar, Opp. Anandashram Society.Sane Guruii Path. Naupada, Thane (W) 400 602.

Contact us at ` 022-2544 2434, +91 89764 [email protected] I [email protected] JH R & Associates

Company Secretaries

Item No.10: Ordinary Resolution

Appointment of Ms. Sonia Singh (holding Director ldentificatlon Number 07108778), who

was appointed as an Additional Director of the Company and who holds office upto the date

of the ensuing Annual General Meeting, as an Independent Director, to hold office for a

term of 3 (three) years with effect from July 29, 2019 upto and Including July 28, 2022.

Voted in favour of the resolution:

Type of voting `. Nuinb fM I % of total nurriber of \validvotescast*100 00voted . , b•.,-

Remote E-voting 220 47 06 73 856E-vot ln8 at AGM 30 17,695 99.72Total 250 47,06,91,551 100.00

Voted against the resolution:

Type of VOting Number of Members Total number of votes % of total .number ofvoted cast by them valid votes cast*' \

Remote E-voting 2 1410 0.000.28E-voting at AGMTotal 1 50

3 1,460 0.00

Abstained / Less voted:

Type of voting ` Nvm,ber of Meinbersvoted Total number of votes cast by them ,I

Remote E-voting 9 25,88,8900E-voting at AGM 0Tota I 9 25,88,890

The resolution was passed with requisite majority

12

Page 26 of 27

Page 27: Page 1 of 27 53,89,19,720 47,31,98,209 87.80 47,31,98,209 0; 100.00 0.00; Public- Non Institutions. 4,83,51,312. Total Notes: 1. Voting Rights of 1,30,720 Shares pertaining to 39 Shareholders,

301. Sai-Krupa Co-operative Housing Society,B-Cabin, Shivaji Nagar, Opp. Anandashram Society,Sane Guruji Path, Naupada. Thane (W) 400 602.

Contact us at : 022-2544 2434, +91 89764 [email protected] I [email protected]

*Percentage beyond 2 decimal points Ignored under Rounding off.

Date: 22nd June 2020

Place: Thane

UDIN: F0043178000366338

I

+.i.-Com pa ny secreta ry

(Authorlsed by the Chairman of the meetlng)

13

J H R & AssociatesCompany Secretaries

JHR & Associates

Company Secretaries

Partner

(FCS: 4317, CP:2520)

Page 27 of 27