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F- 904, Titanium City Centre, 100 ft. Anand Nagar Road, Near Indian Oil Petrol Pump, Satellite, Ahmedabad - 380015

(0)079-26934123 Mobile : 09327002122 E-mail : csashokppathak8gmail.com

SCRUTINIZER'S REPORT

[Pursuant to Section 108 and 109 of the Companies Act, 201 3 and Rule 20(xii) and 21 (2) of the Companies (Management and Administration) Rules, 2014 as amended by the Companies

(Management and Administration) Rules, 201 5 ]

The Chairman, Annual General Meeting of the Equity Share Holders of Dishman Pharmaceuticals and Chemicals Limited on 2gth September, 2015 at 10.00 a.m. At H.T. Parekh Hall, 1'' Floor, Ahmedabad Management Association, ATlRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad - 380015 Dear Sir,

I, Ashok P. Pathak, Proprietor of MIS. Ashok P. Pathak & Co., Company Secretaries, having

office at F / 904, Titanium City Centre, 100 ft Anandnagar Road, IVr. Indian Oil Petrol Pump,

Satellite, Ahmedabad - 380015 have been appointed as Scrutinizer of Dishman

Pharmaceuticals and Chemicals Limited ("the Company") for the purpose of scrutinizing the

voting process in a fair and transparent manner and ascertaining the requisite majority on e-

voting carried out as per the provisions of Section 108 of the ~ o m ~ a n i e s ~ c t , 2013 ("the Act")

and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by

the Companies (Management and Administration) Rules, 201 5, to conduct the remote e-voting

process, and as per the provisions of Section 109 of the Act read with Rule 21 of the

Companies (Management and Administration) Rules, 2014 to scrutinize the physical Ballot

Forms received from the shareholders at the Annual General Meeting of the Equity

Shareholders of the Company, held on Tuesday, 2gth September, 2015 at 10.00 a.m. at H.T

Parekh Hall, 1'' Floor, Ahmedabad Management Association, ATIRA Campus, Dr. Vikram

Sarabhai Marg, Ahmedabad - 380015. 1 submit the report as under :

I . , The voting period for remote e-voting commenced on Saturday, 26'h. September, 201 5,

09.00 a.m and ended on Monday, 28'h September, 2015, 05.00 p.m. and the CDSL e-

voting platform was blocked thereafter

Contd....2 \


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2. The shareholders holding shares as on the "cut-off" date i.e. 22nd September, 2015 were

entitled to vote on the proposed resolution (as set out in the Notice of the AGM of the

Company)

3. After the time fixed for closing of the poll by the Chairman, I(One) ballot1 polling box kept

for polling was lockedlsealed in the presence of members and proxies with due

identification marks placed by me.

4. The lockedlsealed ballot box was subsequently opened in my presence and poll papers

were diligently scrutinized. The poll papers were reccnciled with the records maintained

by the Company IRegistrar and Transfer Agents of the Company and the authorizations1

proxies lodged with the Company.

5. Details of Name and Folio No. IDP ID Client ID of the Shareholders who had

participated in remote e-voting through CDSL were obtained in advance and blocked for

the purpose of issuing Poll Papers. Poll Papers were issued to those members present

at the Annual General Meeting who had not voted through e-voting.

6. The poll papers, which were incomplete and Ior which were otherwise found defective

have been treated as invalid and kept separately.

7. The votes cast through remote e-voting were unblocked after counting of votes cast by

poll at the AGM on 29Ih September, 2015 in the presence of two witnesses CS Margi

Hindia and Mr. Niranjan Dubal who are not in the employment of the company, and who

have signed below in confirmation of the votes being unblocked in their presence.

CS Margi Hindia

8. There were no cases where the Shareholders, who have voted through remote e-voting

as well as in poll taken at AGM.

Contd..


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9. Thereafter, the details containing, inter-alia, Total No. of Folios, who voted "For" and

"Against", were downloaded from the e-voting website of Central Depository Systems

Limited (http://evoti~~india.co.in).

10.The consolidated results of poll and remote e-voting, for the Resolution mentioned in the

Notice of Annual General Meeting, is as under :

I. To receive, consider, approve and adopt the Audited Financial Statements for the Financial Year ended on 3lStMarch 2015, the Statement of Profit and Loss Account and Cash Flow Statement for the year ended on that date alongwith necessary annexures and the reports of the Directors and Auditors thereon.

Total No. of Shareholders 108

Total No. of Shares 60765780*

Receipt of Ballot Forms 2 9

Total votes cast through e- voting A 7 9 605341 72

Total Votes cast through Ballot B 2 9 100929 forms received

Grand Total of e- voting1 Ballot C 108 606351 01 Form (A+B)

Less: Invalid e- voting1 Ballot D 1 2 Forms (On account of both forlagainst option indicated)

Net e-voting1 Ballot Forms in favour E . 107' 60635099 or against (C-D)

I I I I I

*One Shareholder had partially voted for 12381 8 and not voted for 130679 shares.

Contd...4

(http://evoti~~india.co.in)


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// 4 /I

(i) Voted in favour of the Resolution :

Number of members voted through Number of votes cast % of total number electronic voting system and Poll in favour of resolution of valid votes cast

(ii) Voted against the Resolution :

Number of members voted through electronic voting system and Poll

Number of votes cast in against of resolution

% of total number of valid votes cast

1 I

25 Negligible

(iii) Invalid Votes (IV) :

Total number of members whose votes Total nurr~ber of votes were declared IV

Contd.. .


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2. To declare a dividend on equity shares.

Total No. of Shareholders 1108 0

Total No. of Shares 60765780

Receipt of Ballot Forms 29

Number of Number of shares VotesIFolio

v e s cast through e- voting A

Total Votes cast through Ballot B forms received

/ Grand Total of e- voting1 Ballot C Form (A+B)

Invalid e- voting1 Ballot D Forms (On account of both forlagainst option indicated)

Net e-voting1 Ballot Forms in favour E or against (C-D)

-79

29 100929

1 2

107

60765778 I Contd...


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of votes cast % of total number of resolution of valid votes cast

I


Number of members voted through Number of votes electronic voting system and Poll in against of

2 50 Negligible


Total number of votes were declared IV

Contd...7

F- 904, Titanium City Centre, 100 f?. Anand Nagar Road, Near Indian Oil Petrol Pump, Satellite, Ahmedabad - 380015

(0) 079-26934123 Mobile : 09327002122 E-mail :[email protected]

3. To appoint a director in Place of Mr. Arpit J. Vyas (DIN : 01540057) who retires by rotation and being eligible, offers himself for reappointment.

Total No. of Shareholders 108 I





Grand Total of e- voting1 Ballot C

Form (A+B) Less: Invalid e- voting1 Ballot D 1 2 Forms (On account of both forlagainst option indicated)

Net e-voting1 Ballot Forms in favour E 107 60765778 or against (C-D)

Contd...

mailto:[email protected]


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/I 8 /I



97 57365876 94.40


Number of members voted through Number of votes cast % of total number electronic voting system and Poll in against of resolution of valid votes cast

10 3399902 5.60


Total number of members whose votes Total number of votes were declared IV

1 2

Contd...9


I


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4. To appoint the Joint Statutory Auditors of the company and to fix their remuneration.

Total No. of Shareholders I



Total votes cast through e- voting ( A 1 79 60664851 I

through Ballot B 29 100929 forms received

Grand Total of e- voting1 Ballot C 108 Form (A+B) ~

I

Less: Invalid e- voting1 Ballot D 1 Forms (On account of both forlagainst option indicated)

1 or against (C-D) Net e-voting1 Ballot Forms in favour

I I/ E

I I1 107

I

I

60765778

Contd.. .10



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voted through electronic voting system and Poll



3

(iii) Invalid Votes (IV):

Number of votes cast in favour of resolution

Number of votes cast in against of resolution

60



Negligible


1 2

Contd.. .


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5. Re-appointment of Mrs. Deohooti J. Vyas (DIN 00004876), as a Whole Time Director of the company. ' I Total No. of Shareholders

PINo. of Shares I Io8 60765780

ReceiptForms 29 I

Number of VotesIFolio

Total votes cast through e- voting A 79

100929 forms received

Grand Total of e- voting1 Ballot C 108 60765780 Form (A+B)

forlagainst option indicated)

Net e-voting1 Ballot Forms in favour E 107 or against (C-D)

Contd..



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of votes cast % of total number of resolution of valid votes cast



2 325 Negligible


Total number of members whose votes Total nurr~ber of votes were declared IV


F- 904,Titanium City Centre, 100 ft. Anand Nagar Road, Near Indian Oil Petrol Pump, Satellite, Ahmedabad - 380015

(0)079-26934123Mobile : 09327002122 E-mail :[email protected]

6. Appointment of Mr. Mark C. Griffiths (DIN - 06981744) as Director of the Company.

1 Total No. of Shares 60765780

Receipt of Ballot Forms 29 I

N um ber of Number of shares VoteslFolio

Total votes cast through e- voting A 79 60664851

rTotal Votes cast through Ballot B forms received

Grand Total of e- voting1 Ballot C 108 Form (A+B)


Contd...



(0) 079-269341 23 Mobile :093270021 22 E-mail : [email protected]



I I I I



11 3399927 5.60



Contd...I 5



(0)079-269341 23 Mobile : 093270021 22 E-mail : [email protected]

7. Appointment of Mr. Subir Kumar Das (DIN - 02237356) as an Independent Director of the Company.

y o . of Shareholders 108

1 Total No. of Shares 1 60765780


r- Number of Number of shares VotesIFolio

Total votes cast through e- voting 79 60664851 1I l A I I Total Votes cast through Ballot B 29 100929 forms received

Form (A+B)

e- voting1 Ballot D 1 2 Forms (On account of both forlagainst option indicated)


Contd.. .16



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1/16 I1



Number of votes cast in favour of resolution



Number of members voted through Number of votes cast O h of total number electronic voting system and Poll in against of resolution 1 of valid votes cast


Total number of members whose votes were declared IV

Contd...I 7


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8. Appointment of Mr. Rajendra S. Shah (DIN - 00061922) as an Independent Director of the Company.




Number of Number of shares VoteslFolio

p o t a l votes cast through e- voting A 7 9 60664851





Contd...



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I118 11

(iv) Voted in favour of the Resolution :


104 60765718 99.99

(v) Voted against the Resolution :


3 60 Negligible

(vi) Invalid Votes (IV) :

Total number of members whose votes Total number of votes were declared 1V

Contd...


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9. Increase in Remuneration of Ms. Aditi J. Vyas, Management Representative (Technical Services) of the Company.








Less: Invalid /Not voted /Abstain e- D 14 50835351 * voting1 Ballot Forms (On account of both forlagainst option indicated)

or against (C-D)

* According to the provision of Section 188 of the Companies Act, 2013 read with Companies Amendment Act, 2015, all entities Imembers falling under the definition of related parties shall abstain from voting on ordinary resolution irrespective of whether the entity Imember is a party to the particular transaction or not. In due compliance of this provisions, the vote cast by 6 (six) members (7 Folios) in Promoters and Promoters Group IRelated Entities holding 48420949 Equity Shares are not taken into consideration while calculating the result of AGM

Contd.. .20


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92 9930402 99.99



2 27 Negligible

(iii) Invalid Votes (IV)I Not Voted (NV)IAbstain:

Total number of members whose votes Total number of votes were declared IVINVlAbstain

14 50835351

Contd...21


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10. Increase in Remuneration of Ms. Mansi J. Vyas, Management Representative (Finance) of the Company.




1 Number of Number of shares VotesiFoIio



I Grand Total of e- voting1 Ballot I1 C

I

1 108 I

60765780 Form (A+B)

Less: Invalid/ Not Voted /Abstain e- D 14 50835351* voting1 Ballot Forms (On account of both forlagainst option indicated)

pp

Net e-voting1 Ballot Forms in favour E 94 or against (C-D)

* According to the provision of Section 188 of the Companies Act, 201 3 read with Companies Amendment Act, 2015, all entities /members falling under the definition of related parties shall abstain from voting on ordinary resolutions irrespective of whether the entity 1 member is a party to the particular transaction or not. In due compliance of this provisions, the vote cast by 6 (six) members (7 Folios) in Promoters and Promoters Group 1 Related Entities holding 48420949 Equity Shares are not taken into consideration while calculating the result of AGM

Contd...22


(0) 079-269341 23 Mobile : 09327002122 E-mail : csashokppathak8gmail.com


Number of members voted through Number of votes cast electronic voting system and Poll in favour of resolution

(ii) Voted against the Resolution


(iii) Invalid Votes (IV)/ Not Voted (NV) /Abstain:

Total number of members whose votes Total number of votes were declared IVINVlAbstain

Contd.. .23


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Details of the Agenda: The mode of voting for all resolutions was e-voting or Poll conducted at the 32"d Annual General Meeting.

Item Details of the Agenda Resolution Mode of voting: Remarks No. 1 required (PolllE-voting) I(Ordinary I

Special)

To receive, consider, Ordinary approve and adopt the Requisite Audited Financial Statements Majority for the Financial Year ended on 31'' March 2015, the Statement of Profit and Loss Account and Cash Flow Statement for the year ended on that date alongwith necessary annexures and the reports of the Directors and Auditors thereon.

2 To declare a equity shares.

dividend on Ordinary E-Voting and Poll Passed Requisite Majority

with

To appoint a director in Place of Mr. Arpit J. Vyas (DIN : 01 540057) who retires by rotation and being eligible, offers himself for

Ordinary E-Voting and Poll Passed Requisite Majority

with

reappointment.

4 ,,

To appoint the Joint Statutory Auditors of the company and to fix their remuneration.

Ordinary E-Voting and Poll Requisite IVlajority

Passed with

Contd..


F- 904,Titanium City Centre, 100 ft. Anand Nagar Road, Near Indian Oil Petrol Pump, Satellite, Ahmedabad - 380015

(0 ) 079-269341 23 Mobile : 093270021 22 E-mail : [email protected]

5 Re-appointment of Mrs. Deohooti J. Vyas (DIN 00004876), as a Whole Time Director of the company.

6 Appointment of Mr. Mark C. Griffiths (DIN - 06981 744) as Director of the Company.

7 Appointment of Mr. Subir Kumar Das (DIN - 02237356) as an Independent Director of the Company.

8 Appointment of Mr. Rajendra S. Shah (DIN - 00061922) as an Independent Director of the Company.

9 Increase in Remuneration of Ms. Aditi J. Vyas, Management Representative (Technical Services) of the Company.

10 Increase in Remuneration of Ms. Mansi J. Vyas, Management Representative (Finance) of the Company.

Special E-Voting and Poll Passed Requisite Majority

with

Ordinary

Ordinary

E-Voting and Poll

E-Voting and Poll

Passed Requisite Majority

Passed Requisite Majority

with

with


with


with


with

Contd.. .25


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