SCHAEFFLER

Schaeffler India Limited(Formerly known as FAG Bearings India Limited)Head Office Br Works P.O. Mane)a, Vadodara — 390013, Gujarat India

Your reference your message from Our reference our message from Phone Fax March 22 2018

Result of the voting by Shareholders on resolution for approval of Scheme ofAmalgamation of INA Bearings India Private Limited and LuK India Private Limited

with Schaeffler India Limited

In accordance with the directions of the Hon‘bIe National Company Law Tribunal, MumbaiBench (“Hon’bIe NCLT") vide order dated January 12, 2018 (“Order”) a Meeting of EquityShareholders of the Company was convened to be held on March 20, 2018 (“Meeting”)and the Notice convening said Meeting was dispatched on February 15, 2018 and incompliance with provisions of sections 230 to 232 of the Companies Act, 2013 and rulesmade thereunder (“Act”) read with the Securities and Exchange Board of India Circular No.CFD/DIL3/CIR/2017/21 dated March 10, 2017 ("SEBl CircuIar"), the Company had pro-vided facility of voting through Electronic means (“Remote E-voting”) and Postal Ballot tothe Equity Shareholders of the Company. The voting through Postal Ballot and Remote E-voting were open from February 18, 2018 09:00 AM upto March 19, 2018 5:00 PM. At theMeeting held on March 20, 2018, the facility of voting on poll through Tablet Computers wasprovided.

Mr. Suresh Kumar Kabra, Partner, M/s. Samdani Kabra & Asso., Company Secretaries wasappointed as the Scrutinizer by the Hon'bIe NCLT for the purpose of scrutinizing the PostalBallot forms received from the shareholders, Remote E-voting and the voting on Pollthrough Tablet Computers at the Meeting, in a fair and transparent manner.

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Schaelfler Indla Llmlted (Formerly known as FAG Bearings Indla Limited) k;"“__,“‘f_][_’“j‘_’ _./L __ ""'(Registered Office) Narirrian Bhavan, Sth Floor, Z27, Backbay Reclamation, Nariman Point, Mumbai 400 021, Maharashtra, Indra -'- ti’, T" ' V 'P‘3_i>Phone +91 22 6681 4444, Fax +91 22 22027022, www,schaeffler.co.in, mic in it tetra-;-sitar :@~.—, CIN: l29130MH1962PLC0123-40 b>> “J0 F’ 444"7'v-11*"

SCHAEFFLER

The Scrutinizer has submitted his report, based on which, the following result of voting ishereby declared:

Resolution:Approval of Scheme of Amalgamation of INA Bearings India Private Limited and LuK IndiaPrivate Limited with Schaeffler India Limited and their respective shareholders and creditorsunder Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

who voted

Mode of Number of Number ofVoting Members valid votes

C35!

Numberand % ofMembersvoted infavour

Number and Number and% of votes in % of votes

favour against

PostalBallot

208 27967 206(52.42%)

27427(0.21%)

540(0.00%)

Remote 141E-voting

4708024 137(34.se%>

4706617(35.47%)

1470(0.01%)

Poll 44(throughTablets)

8531739 44(11.2o%)

8531739(s4.so%)

Total 393 1 3267730 387(es.41%)

13265783(99.98%)

1947(0.01 %)

Note: There were 3652 number of invalid votes received in 62 Postal Ballots which are excluded from the above calculation.

Accordingly, the Resolution is passed with requisite Majority i.e. majority in numbers repre-sentlng three-fourths in value.

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Further, in terms of the SEBI circular, the Scrutinizer has submitted a separate consolidatedreport considering the voting on the resolution done by only ‘Public Shareholders’ (Non-Promoters) of the Company, based on which, the following result of voting is hereby de-claredz

Resolution:Approval of Scheme of Amalgamation of INA Bearings India Private Limited and LuK IndiaPrivate Limited with Schaeffler India Limited and their respective shareholders and creditorsunder Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Number ofvalid votes

cast

Number ofMembers

who voted

Mode ofVoting

Numberand % ofMembersvoted infavour

Number and Number and°/0 of votes % of votes

infavour

against

Postal 208 27967Ballot

200(s2.ss%)

27427(0.58%)

540(0.01%)

Remote 141 4708024E-voting

137(35.95%)

4706617(99.33%)

1470(0.03%)

Poll (through 43 2556Tablets)

43(10.97%)

2556(0.05%)

Total 392 4738547 386(98.47%)

4736600(99.96%)

1947(0.04%)

Note: There were 3652 number of invalid votes received in 62 Postal Ballots which are excluded from the above calculation.

Accordingly, the Resolution is also passed with requisite Majority in terms of the SEBI cir-cular i.e. by majority of the Public Shareholders.

For Schaeffler India Limited(F known as FAG Bearings India Limited)

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Date: March 22,2018 "’ km SEPlace: Vadodara SCHAEFFLER

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Samdani Kabra & Asso. Company Secretaries

CONSOLIDATED REPORT OF SCRUTINIZER

To,

Mr. Avinash Gandhi,

The Chairman of the Meeting of the Equity Shareholders convened pursuant to order of

the National Company Law Tribunal (NCLT), Mumbai Bench in GA No. 1078 of 2017

dated 12.01.2018

SCI4AEFFLER INDIA LIMITED

CIN: L29130MH1962PLC012340

Nariman Bhavan, gth Floor, 227, Backbay Reclamation,

Nariman Point, Mumbai - 400021,

Maharashtra, India.

Dear Sir,

Sub: Consolidated Report of Scrutinizer on Postal Ballot, Remote E-voting and voting

conducted through Poll at the meeting of Equity Shareholders of the Company

convened by National Company Law Tribunal, Mumbai Bench.

I, Suresh Kumar Kabra, Partner, MIS. Samdani Kabra & Asso., Company Secretaries, have

been appointed as a scrutinizer by the Honble National Company Law Tribunal, Mumbai

Bench, vide order dated 12th January, 2018, in CSA No. 1078 of 2017, as "Scrutinizer" for

the purpose of scrutinizing the Postal Ballot forms received from the shareholders,

remote e-voting and the voting conducted through Poll (through tablets) at the meeting

of the Equity Shareholders (including public shareholders) of the Company convened by

the National Company Law Tribunal (NCL1), Mumbai Bench ("the meeting") held on

Tuesday, March 20, 2018 at 03:00 p.m. (1500 hrs) at Kamalnayan Bajaj Hall, Ground

Floor, Bajaj Bhavan, Jamnalal Bajaj Marg, 226 Nariman Point, Mumbai - 400021,

Maharashtra, India, in a fair and transparent manner and for ascertaining the requisite

majority on the Postal Ballot, Remote E-voting and Poll at the meeting carried out in

accordance with the provisions of Section 108, 109, 110 & 230-232 of the Companies

Act, 2013 ("the Act") read with Rule 20, 21 & 22 of the Companies (Management and

Administration) Rules, 2014 and Rule 9 & 13 of the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016 and Regulation 44 of the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,

2015 in respect of the Resolution as set out in the notice dated 12th

February, 2018

convening the said meeting. /.'& As8

702, Ocean, Sarabhai compound, Near Centre Square Mall, Dr. Vikram Sarabhai Road, Vadodara-390023. Ph: +91 265 2988933-2311933,9723462962. E-mail: cssamdaniRmail.com

Page lof 8

Samdani Kabra It Asso.__ Company Secretaries

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TO,Mr. Avinash Gandhi,The Chairman of the Meeting of the Equity Shareholders convened pursuant to order ofthe National Company Law Tribunal (NCLT), Mumbai Bench in CSA No. 1078 of 201?dated 12.01.2018SCHAEFFLER INDIA LIMITEDCIN: L29130MH1962PLC012340Nariman Bhavan, 8"" Floor, 227, Backbay Reclamation,Nariman Point, Mumbai - 400021,Maharashtra, India.

Dear Sir,

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I, Suresh Kumar Kabra, Partner, M/s. Samdani Kabra 81 Asso., Company Secretaries, havebeen appointed as a scrutinizer by the Hon'l:1le National Company Law Tribunal, MumbaiBench, vide order dated 12'“ January, 2018, in CSA No. 1078 of 2017, as "Scrutinizer" forthe purpose of scrutinizing the Postal Ballot forms received from the shareholders,remote e-voting and the voting conducted through Poll (through tablets) at the meetingof the Equity Shareholders (including public shareholders) of the Company convened bythe National Company Law Tribunal (NCLT), Mumbai Bench ("the meeting”) held onTuesday, March 20, 2018 at 03:00 p.m. (1500 hrs) at Karnalnayan Bajaj Hall, GroundFloor, Bajaj Bhavan, Iamnalal Bajaj Marg, 226 Nariman Point, Mumbai — 400021,Maharashtra, India, in a fair and transparent manner and for ascertaining the requisitemajority on the Postal Ballot, Remote E-voting and Poll at the meeting carried out inaccordance with the provisions of Section 108, 109, 110 & 230-232 of the CompaniesAct, 2013 ("the Act") read with Rule 20, 21 & 22 of the Companies (Management andAdministration) Rules, 2014 and Rule 9 81 13 of the Companies (Compromises,Arrangements and Amalgamations) Rules, 2016 and Regulation 44 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 in respect of the Resolution as set out in the notice dated 12"" February, 2013

iii’convenin the said meetin . ,§'*“ 5 ii:

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702, Ocean, Sarabhai Compound, Near Centre Square Mall, Dr. Vlkram Sarabhai Road, Vadodara-390023.Ph: +91 255 298693-3-2311533, 9723462962. E-mail: Cssamdgnifigmallggm

Page 1 of s

Samdani Kabra & Asso. Company Secretaries

Responsibility of the Management

The Management of the Company is responsible to ensure compliance with the

requirements of the Companies Act, 2013 and the Rules made there under and the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, in relation to exercising of voting rights through the Postal Ballot,

Remote E-voting and Poll at the meeting.

Responsibility as a Scrutinizer

My responsibility as a Scrutinizer for the Postal Ballot, Remote E-voting and Poll at the

meeting is restricted to the preparation of the Scrutinizer's Report of the votes cast "in

favour" or "against" the Resolution as set out in the Notice of the meeting dated 12th

February, 2018, in a fair and transparent manner, based upon the reports generated

from the e-voting system provided by Central Depository Services (India) Limited (CDSL),

the Authorized Agency engaged by the Company to provide e-voting facilities, Postal

Ballot forms received up to 5:00 p.m. (1700 hrs) on Monday, March 19, 2018 and Poll

conducted through electronic voting system (through tablets) at the meeting.

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

> The Company has on Thursday, February 15, 2018, completed the dispatch of

Notice of the Meeting along with the relevant annexures referred thereto

including postal ballot form, proxy form, attendance slip, etc. to the Equity

Shareholders of the Company whose names appeared in the Register of

Members and the list of beneficiary owners made available by the Depositories,

on Friday, February 09, 2018 through its Registrar and Transfer Agent viz. MIs

Link Intime India Pvt. Ltd. and has also published an advertisement in the

newspaper(s) in this regard, in English language in "Free Press Journal" and

translation thereof in Marathi language in "Navshakti", on Friday, February 16,

2018 both circulated at Mumbai.

> The Shareholders of the Company holding shares as on the "cut-off" date i.e.

Friday, February 09, 2018, were entitled to vote on the proposed resolution as

set out in the Notice of the meeting dated 12th February, 2018.

p The remote e-voting period remained open from Sunday, February 18, 2018 at

9:00 a.m. (0900 hrs) and ended on Monday, March 19, 2018 at 5:00 p.m. (1700

hrs). The Postal Ballot forms received up to 05:00 p.m. (1700 hrs) on Monday,

March 19, 2018 and voting conducted through Poll at the meeting held on

Tuesday, 201h day of March, 2018 were considered valid for scrutiny. The Postal

Ballot forms which were incomplete and which were otherwise fc

have been treated as invalid and kept separately.

702, Ocean, Sarabhai compound, Near Centre Square Mall, Dr. Vikram Sarabhai Road, Vadodara-390023. Ph: +91265 2988933-2311933, 9723462962. E-mail: cssamdani@gmait.com

Page 2 of 8

Samdani ltabra G. A550.Company Secretaries

Responsibility ofthe Management

The Management of the Company is responsible to ensure compliance with therequirements of the Companies Act, 2013 and the Rules made there under and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements}Regulations, 2015, in relation to exercising of voting rights through the Postal Ballot,Remote E-voting and Poii at the meeting.

Responsibility as a Scrutinizer

My responsibility as a Scrutinizer for the Postal Ballot, Remote E-voting and Poll at themeeting is restricted to the preparation of the Scrutinizer’s Report of the votes cast “infavour" or ‘against’ the Resolution as set out in the Notice of the meeting dated 12'"February, 2018, in a fair and transparent manner, based upon the reports generatedfrom the e-voting system provided by Central Depository Services (India) Limited (CDSLi,the Authorized Agency engaged by the Company to provide e-voting facilities, PostalBallot forms received up to 5:00 p.m. (1700 hrs] on Monday, March 19, 2018 and Pollconducted through electronic voting system (through tablets] at the meeting.

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

‘iv The Company has on Thursday, February 15, 2018, completed the dispatch ofNotice of the Meeting along with the relevant anneirures referred theretoincluding postal ballot form, proxy form, attendance slip, etc. to the EquityShareholders of the Company whose names appeared in the Register ofMembers and the list of beneficiary owners made available by the Depositories,on Friday, February 09, 2018 through its Registrar and Transfer Agent viz. M/sLink lntime lndia Pvt. Ltd. and has also published an advertisement in thenewspaper(s) in this regard, in English language in "Free Press Joumal’ andtranslation thereof in Marathi language in "Navshakti", on Friday, February 15,2018 both circulated at Mumbai.

P The Shareholders of the Company holding shares as on the "cut-off" date i.e.Friday, February 09, 2018, were entitled to vote on the proposed resolution asset out in the Notice of the meeting dated 12”‘ February, 2018.

P The remote e-voting period remained open from Sunday, February 18, 2018 at9:00 a.m. [0900 hrs) and ended on Monday, March 19, 2018 at 5:00 p.m. [1200hrs). The Postal Ballot forms received up to 05:00 p.m. (1700 hrs] on Monday,March 19, 2018 and voting conducted through Poll at the meeting held onTuesday, 20"" day of March, 2018 were considered valid for scrutiny. The PostalBallot forms which were incomplete and which were otherwise found__ _ ctivehave been treated as invalid and kept separately. '

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1'02, Ocean, Sarabhai Compound, Near Centre Square Mall, Dr. Vlltram Sarabhai Road, Vadodara-390023.Ph: +91 255 2988933—2311933, 9723462962. E-mail: cssarndanifigmailcom

Page 2 of B

Samdani Kabra & Asso.

- -- - Company Secretaries

The e-voting module of CDSL was disabled on Monday, March 19, 2018 at 5:00 p.m. (1700 hrs) and I, Scrutinizer, unblocked the votes cast, on Tuesday, March

20, 2018 at 4:41 p.m. (1641 hrs) in the presence of Mr. Vog V. Pathak (Witness No. 1) and Ms. Kajal A. Golani (Witness No. 2), who are not in the employment of

the Company in accordance with Rule 20(4)(xii) of the Companies (Management

and Administration) Rules, 2014 (as amended).

> I have scrutinized the remote e-voting, postal Ballot papers and voting conducted through Poll at the meeting held on March 20, 2018 and votes tendered therein

and maintained registers in which necessary entries have been made in

accordance with the Companies (Management and Administration) Rules, 2014

(as amended).

> I hereby submit my Consolidated Report on the Result of the remote e-voting,

postal Ballot papers and voting conducted through Poll at the meeting held on March 20, 2018 in respect of the said resolution as under:

Resolution:

Approval of Scheme of Amalgamation of INA Bearings India Private Limited and LuK India Private Limited with Schaeffler India Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

a) VOTES IN FAVOR OF THE RESOLUTION

Voting Description Number of J Number of % of total

Members who shares for which number of

voted votes casted valid votes

casted

Voting through 206 27427 0.207

Postal ballot

Remote E- voting 137 4706617 35.474

Poll taken at the 44 8531739 64.304

venue of the

meeting (through

tablet computers)

Total 387 13265783 99.985

SR/SIt/20032018

702, Ocean, Sarabhai compound. Near Centre Square Mall, Dr. Vikram Sarabbal Road, Vadodara-390023. Ph: +91265 2988933-2311933, 9723462962. E-mail: cssamdanigmail.com

Page 3 of 8

Samdani itabra 8». Asso._ i _ _ _ _ Company kretaries

‘Ir The e-voting module of CDSL was disabled on Monday, March 19, 2018 at 5:00p.m. (1700 hrs] and I, Scrutinizer, unblocked the votes cast, on Tuesday, March20, 2013 at 4:41 p.m. (1541 hrs) in the presence of Mr. Yog V. Pathait (WitnessNo. 11 and Ms. Kajal A. Golani (Witness No. 2), who are not in the employment ofthe Company in accordance with Rule 20(4)(xii) of the Companies (Managementand Administration] Rules, 2014 (as amended).

3- I have scrutinized the remote e-voting, postal Ballot papers and voting conductedthrough Poll at the meeting held on March 20, 2018 and votes tendered thereinand maintained registers in which necessary entries have been made inaccordance with the Companies (Management and Administration] Rules, 2014(as amended).

‘P I hereby submit my Consolidated Report on the Result of the remote e-voting,postal Ballot papers and voting conducted through Poll at the meeting held onMarch 20, 2018 in respect of the said resolution as under:

Approval of Scheme of Amalgamation of INA Bearings India Private Limited andLult India Private Limited with Schaeffler India Limited and their respectiveshareholders and creditors under Sections 230 to 232 and other applicableprovisions of the Companies Act, 2013.

a] VOTES IN FAVOR OF THE RESOLUTION

Voting Description l Number of Number of ‘Bil of totalMembers who ' shares for which number ofvoted L votes casted 9 valid esVIII

' * ' casted IVoting through 206 27427 ‘ 0.20?

; Postal ballot 1. .* __* _, l _ _ , _Remote 5- voting 137 4706617 l 35.414Poll taken at the ' if 44* ‘ 8s31'r39 if 154.304

venue ofthemeeting (throughtablet computers)

I Total 9 3.91 l 13255793 99.995 O ii

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702, Ocean, Sarabhai Compound, Near Centre Square Mall, Dr. Vikram Sarabhai Road, Vadodara-390023.Ph: +91 265 2988933-2311933, 97234-E2962. E-mail: gsgmdanlflgmailggm

Page 3 of 0

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Samdani Kabra & Asso.C.J"\par‘\ Socrr-2.; vs

bl VOTES AGAINST THE RESOLUTION

y Voting Description Number of Number of l 96 of totall Members who I shares for which number of valid _

‘ voted votes casted votes castedVoting through 2 540 ‘ 0.004

Postal ballotl Remote 5- voting. 4 i 1407 ((0.011 M i

Poll taken at the -- -- <venue oi the

. T - v _-_-e -_—> i

_ meeting(through |5 tablet computers) l

Total (A L7 6 1,9-'17 M" __ 0.015

cl INVALID VOTES

pivoting Description _TNumEr of _wiembeTs whom Number if share_s iorilvoted which votes casted

Voting through 62 3652_ Postal ballot

Remote E-(voting _ V -~ KPoll taken at the \ --

venue of the meeting l(through tablet

-_... c°',“.p“lF°_'5l N- _ .| Total 62 g pic-52 _g_

I The registers and all other papers relating to voting by electronic means, postalballot and poll conducted at the meeting, shall remain in my custody until theChairman considers, approves and signs the minutes and thereafter, l shall handover the register and other related papers to the company.

Thanking you, Place: Vadodara

Yours Faithiully, Date: March 22, 2018

l" "ii" . E y 4 Schaeffler India Limited» ‘V (F known as FAG Bearings lndla Limited)

\

Suresh Kumar Kabra _ -Partner _ .Samdani Kabra & Asso. Authorized SignatoryCompany Secretaries vi“ ‘"0/4‘ ~cw No. 9921 ’ '

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702,‘O:"ean_ Sar;b_hai Compound, Near Cent ' - "=t- _-,5, -- I .v|iu-arr Sarabhai Road. Vadodara-390023Ph ~91265 2988933-2311933.9723462962 5- ' ' . 3l'll'3-'Bri‘;gl£Ql'l'i"_ g . Page 4 '3' 8

Samdani Kabra & Asso. Company Secretaries

CONSOLIDATED REPORT OF SCRUTINIZER

ON VOTING BY PUBLIC SHAREHOLDERS

To,

Mr. Avinash Gandhi,

The Chairman of the Meeting of the Equity Shareholders convened pursuant to order of

the National Company Law Tribunal (NCLT), Mumbai Bench in CSA No. 1078 of 2017

dated 12.01.2018

SCHAEFFLER INDIA LIMITED

CIN: L29130MH1962PLC012340

Nariman Bhavan, 8th Floor, 227, Backbay Reclamation,

Nariman Point, Mumbai 400021,

Maharashtra, India.

Dear Sir,

Sub: Consolidated Report of Scrutinizer on Postal Ballot and Remote E-voting and

voting conducted through Poll at the meeting, by Public Shareholders of the

Company, convened by National Company Law Tribunal, Mumbai Bench.

I, Suresh Kumar Kabra, Partner, MIs. Samdani Kabra & Asso., Company Secretaries, have

been appointed as a scrutinizer by the Honble National Company Law Tribunal, Mumbai

Bench, vide order dated 12th January, 2018, in CSA No. 1078 of 2017, as "Scrutinizer" for

the purpose of scrutinizing the Postal Ballot forms received from the shareholders,

remote e-voting and the voting conducted through Poll (through tablets) at the meeting

of the Equity Shareholders (including public shareholders) of the Company convened by

the National Company Law Tribunal (NCLT), Mumbal Bench ("the meeting") held on

Tuesday, March 20, 2018 at 03:00 p.m. (1500 hrs) at Kamalnayan Bajaj Hall, Ground

Floor, Bajaj Bhavan, Jamnalal Bajaj Marg, 226 Nariman Point, Mumbai - 400021,

Maharashtra, India, in a fair and transparent manner and for ascertaining the requisite

majority on the Postal Ballot, Remote E-voting and Poll at the meeting carried out in

accordance with the provisions of Section 108, 109, 110 & 230-232 of the Companies

Act, 2013 ("the Act") read with Rule 20, 21 & 22 of the Companies (Management and

Administration) Rules, 2014 and Rule 9 & 13 of the Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016 and Regulation 44 of the Securitis.ad

Exchange Board of India (Listing Obligations and Disclosure Requirements) R Øtin% 2015 in respect of the Resolution as set out in the notice dated

12th Feb

convening the said meeting.

702, Ocean, Sarabhai compound. Near Centre Square Mall, Dr. vikram Sarabhai Road, Vadodara-390023. Ph: +91265 2988933-2311933, 9723462962. E-mail: cssamdani(gmail.com

Page 5 of 8

Sarndani Kabra & Assn._ __ __ _ _ Company Secretaries

Qnisguonriso new-oar or SCRUTINIIERQfllllllfifl PUB!-l¢L$HAREH0LlJ§!§

T0,Mr. Avinash Gandhi,The Chairman of the Meeting of the Equity Shareholders convened pursuant to order ofthe National Company Law Tribunal (NCLT), Mumbai Bench in CSA No. 10?8 of 2017dated 12.01.2018SCHAEFFLER INDIA LIMITEDCIN: L29130MH1962PLC012340Nariman Bhavan, 8"‘ Floor, 227, Backbay Reclamation,Nariman Point, Mumbai 400021,Maharashtra, India.

Dear Sir,

sub: giflmg of Scrutinizer on Postal Balloi;_and ltemgg E-voting and hPoll, at Jim meeting, by Pqblic ggrgiglggg of the MNitiflflifl C°"'Ji??"V_|aiIWTFib

I, Suresh Kumar Kabra, Partner, M/s. Samdani Kabra 8i Asso., Company Secretaries, havebeen appointed as a scrutinizer by the Hon'ble National Company Law Tribunal, MumbaiBench, vide order dated 12'" January, 2018, in CSA No. 1078 of 2017, as "Scrutinizer" forthe purpose of scrutinizing the Postal Ballot forms received from the shareholders,remote e-voting and the voting conducted through Poil (through tablets} at the meetingof the Equity Shareholders (including public shareholders) of the Company convened bythe National Company Law Tribunal (NCLT), Mumbai Bench {"the meeting”) held onTuesday, March 20, 2018 at 03:00 p.m. (1500 hrs) at Kamalnayan Bajaj Hall, GroundFloor, Bajaj Bhavan, Jamnalal Bajaj Marg, 226 Nariman Point, Mumbai - 400021,Maharashtra, India, in a fair and transparent manner and for ascertaining the requisitemajority on the Postal Ballot, Remote E-voting and Poll at the meeting carried out inaccordance with the provisions of Section 108, 109, 110 8i 230-232 of the CompaniesAct, 2013 (“the Act") read with Rule 20, 21 & 22 of the Companies (Management andAdministration) Rules, 2014 and Rule 9 & 13 of the Companies [Compromises,

'\

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0‘-'3—-v-I"'

4‘‘-51?

15'"'“'.i'-"> J :1’‘iconvening the said meeting. I‘ "'1

Arrangements and Amalgamations) Rules, 2016 and Regulation 44 of the Securiti _Exchange Board of India [Listing Obligations and Disclosure Requirements) Ft __ V ”2015 in respect of the Resolution as set out in the notice dated 12"‘ Feb 18

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102, Ocean, 5-.;;;i;rI;rE$m1,5.ma, Near Centre Square Mali, or. Wkram Sarabhai am. Vadodara-396023.Ph; +51 265 2988933-2311933, 9723-462962. E-mail: Cssamdanifigmgilggm

Page 5 of 8

Samdani Kabra & Asso. Company Secretaries

Pursuant to Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ('SEBI Regulations') read with SEBI Circular No. CFD/DIL3/CIR/2017/21

dated 101 ' March, 2017, the resolution as set out in the Notice of the meeting is subject

to approval of the majority of Public shareholders of the Company. Accordingly, this

report is being submitted in pursuance of requirements of the SEBI Regulations and the

aforementioned Circular.

Responsibility of the Management

The Management of the Company is responsible to ensure compliance with the

requirements of the Companies Act, 2013 and the Rules made there under and the

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, in relation to exercising of voting rights through the Postal Ballot,

Remote E-voting and Poll at the meeting.

Responsibility as a Scrutinizer

My responsibility as a Scrutinizer for the Postal Ballot, Remote E-voting and Poll at the

meeting is restricted to the preparation of the Scrutinizer's Report of the votes cast "in

favour" or "against" the Resolution as set out in the Notice of the meeting dated 12 °'

February, 2018, in a fair and transparent manner, based upon the reports generated

from the e-voting system provided by Central Depository Services (India) Limited (CDSL),

the Authorized Agency engaged by the Company to provide e-voting facilities, Postal

Ballot forms received up to 5:00 p.m. (1700 hrs) on Monday, March 19, 2018 and Poll

conducted through electronic voting system (through tablets) at the meeting.

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

> The Company has on Thursday, February 15, 2018 completed the dispatch of Notice of the Meeting along with the relevant annexures referred thereto

including postal ballot form, proxy form, attendance slip, etc. to the Equity Shareholders of the Company whose names appeared in the Register of Members and the list of beneficiary owners made available by the Depositories, on Friday, February 09, 2018 through its Registrar and Transfer Agent viz. MIS Link Intime India Pvt. Ltd. and has also published an advertisement in the

newspaper(s) in this regard, in English language in "Free Press Journal" and translation thereof in Marathi language in "Navshakti", on Friday, February 16, 2018 both circulated at Mumbai.

> The Shareholders of the Company holding shares as on the "cut-off" date i.e. Friday, February 09, 2018, were entitled to vote on the proposed resolution as set out in the Notice of the meeting dated February 12, 2018.

' The remote e-voting period remained open from Sunday, February 9:00 a.m. (0900 hrs) and ended on Monday, March 19, 2018 at 5:0( hrs). The Postal Ballot forms received up to 05:00 p.m. (1700 hrs)

702, Ocean, Sarabhai compound, Near Centre square Mall, Dr. vikram Sarabhai Road, Ph: +91265 2988933-2311933, 9723462962. E-mail: cssamdani@gmail.com

Page 6 of 8

Samdani Kabra Br Asso.Company Secretaries

Pursuant to Regulation 3? of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (‘SEBI Regulations’)-read with SEBI Circular No. CFD/DlL3/CIR/201?/21dated 10*“ March, 2017', the resolution as set out in the Notice of the meeting is subjectto approval of the majority of Public shareholders of the Company. Accordingly, thisreport is being submitted in pursuance of requirements of the SEBI Regulations and theaforementioned Circular.

Responsibility of the Management

The Management of the Company is responsible to ensure compliance with therequirements of the Companies Act, 2013 and the Rules made there under and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015, in relation to exercising of voting rights through the Postal Ballot,Remote E-voting and Poll at the meeting.

Responsibility as a Scrutinizer

My responsibility as a Scrutinizer for the Postal Ballot, Remote E-voting and Poll at themeeting is restricted to the preparation of the Scrutinizer’s Report of the votes cast "infavour" or “against” the Resolution as set out in the Notice of the meeting dated 12”‘February, 2018, in a fair and transparent manner, based upon the reports generatedfrom the e—voting system provided by Central Depository Services (India) Limited (CDSL),the Authorized Agency engaged by the Company to provide e-voting facilities, PostalBallot forms received up to 5:00 p.m. (1700 hrs) on Monday, March 19, 2013 and Pollconducted through electronic voting system (through tablets) at the meeting .

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

lit The Company has on Thursday, February 15, 2018 completed the dispatch ofNotice of the Meeting along with the relevant annexures referred theretoincluding postal ballot form, proxy form, attendance slip, etc. to the EquityShareholders of the Company whose names appeared in the Register ofMembers and the list of beneficiary owners made available by the Depositories,on Friday, February 09, 2013 through its Registrar and Transfer Agent viz. M/sLink lntime India Pvt. Ltd. and has also published an advertisement in thenewspaperis) in this regard, in English language in "Free Press Journal" andtranslation thereof in Marathi language in “Navshakti”, on Friday, February 16,2018 both circulated at Mumbai.

it The Shareholders of the Company holding shares as on the "cut-off” date i.e.Friday, February 09, 2018, were entitled to vote on the proposed resolution asset out in the Notice of the meeting dated February 12, 2018.

' ’I€.7=_'~_ii_-»'~_§'.E\.

9 00 a m (0900 hrs) and ended on Monday, March 19 2018 at 5 OO,§im4’ G"PQ.

IF The remote e-voting period remained open from Sunday, February

nhrs). The Postal Ballot forms received up to 05:00 p.m. (1700 hrs] =

T02, Ocean, Sarabhai Compound, Near_Centre Square Mall, Dr. Vilcram Sarabhai Road, Vadodara-390023'I'Ph: +91 265 298B933—2311933, 9723462962. E-mail: @ifl;iml

Page E of 8

ifQLR

Samdani Kabra & Asso. Company Secretaries

March 19, 2018 and voting conducted through Poll at the meeting held on 201h

day of March, 2018 were considered valid for scrutiny. The Postal Ballot forms

which were incomplete and which were otherwise found defective have been

treated as invalid and kept separately.

> The e-voting module of CDSL was disabled on Monday, 19th March, 2018 at 5:00

p.m. (1700 hrs) and I, Scrutinizer, unblocked the votes cast, on Tuesday, March

20, 2018 at 4:41 p.m. (1641 hrs) in the presence of Mr. Yog V. Pathak (Witness

No. 1) and Ms. Kajal A. Golani (Witness No. 2), who are not in the employment of

the Company in accordance with Rule 20(4)(xii) of the Companies (Management

and Administration) Rules, 2014 (as amended).

I have scrutinized the remote e-voting, postal Ballot papers and voting conducted

through Poll at the meeting held on 201h day of March, 2018 and votes tendered

therein and maintained registers in which necessary entries have been made in accordance with the Companies (Management and Administration) Rules, 2014

(as amended).

> I hereby submit my Consolidated Report on the Result of the remote e-voting, postal Ballot papers and voting conducted through Poll at the meeting held on

201h day of March, 2018 in respect of the said resolution as under:

Resolution:

Approval of Scheme of Amalgamation of INA Bearings India Private Limited and

LuK India Private Limited with Schaeffler India Limited and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

a) VOTES IN FAVOR OF THE RESOLUTION

Voting Description Number of Number of % of total

Members who shares for which number of valid

voted I votes casted votes casted

Voting through 206 27427 0.579

Postal ballot

Remote E- voting 137 - 4706617 99.326

Poll taken at the 43 2556 0.054

venue of the

meeting (through

tablet computers)

Total 386 4736600

ko 702, Ocean, Sarabhai Compound, Near Centre Square Mall, Dr. Vikram Sarabbal Road, vadodara-390023. Ph: +91265 2988933-2311933, 9723462962. E-mail: cssamdani@gmaiI.com

Page 7 of 9

Samtlani Kabra It Asso.Company Secretaries

March 19, 2018 and voting conducted through Poll at the meeting held on 20”‘day of March, 2018 were considered valid for scrutiny. The Postal Ballot formswhich were incomplete and which were otherwise found defective have beentreated as invalid and kept separately.

3- The e-voting module of CDSL was disabled on Monday, 19”‘ March, 2018 at 5:00p.m. (1700 hrs) and I, Scrutinizer, unblocked the votes cast, on Tuesday, March20, 2018 at 4:41 p.m. (1641 hrs) in the presence of Mr. Yog V. Pathak (WitnessNo. 1) and Ms. Kajai A. Golani (Witness No. 2), who are not in the employment ofthe Company in accordance with Rule 20(4)(xii) of the Companies (Managementand Administration) Rules, 2014 (as amended).

'5' I have scrutinized the remote e-voting, postal Ballot papers and voting conductedthrough Poll at the meeting held on 20'“ day of March, 2018 and votes tenderedtherein and maintained registers in which necessary entries have been made inaccordance with the Companies (Management and Administration] Rules, 2014(as amended).

F I hereby submit my Consolidated Report on the Result of the remote e-voting,postal Ballot papers and voting conducted through Poll at the meeting held on20"’ day of March, 2018 in respect of the said resolution as under:

Resolution:

Approval of Scheme of Amalgamation of INA Bearings India Private Limited andLuit India Private Limited with Schaeffler India Limited and their respectiveshareholders and creditors under Sections 230 to 232 and other applicableprovisions of the Companies Act, 2013.

a) VOTES IN FAVOR OF THE RESOLUTION

Voting Description ‘ Number of Number of 96 of totalMembers who shares for which ; number of validvoted votes casted votes casted

Postal ballot ’Voting through 206 | 27427 0.529

' aemote 5- voting H 131 '§ 40166611 ' 99.325

venue of themeeting (through

y tablet computers) Wi y

Poll taken mire "F A 43“ ‘ zsss 01654

‘Mr

! Total y_ 385 4136500 ass, _u‘-3

£-._{ Iir C’ . op. 2‘E ‘hi: ..

{-\\§,-, .

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. __ _ _ _ ____ We . 5'Q‘_5'_§l¥!°P3°u202, Ocean, Sarabhai Compound, Near Centre Square Mail, Dr. Vikram Sarabhai Road, Vadodara-390023.Ph: +91 I65 2588933-2311933, 9723-452962. E-mail: 5.;§amclg_|1l_@gmgil.ggm

Page 1 of a

Samdani Kabra & Asso.______ _ _V_ _ _ MW H Company Secre: r esJ

b) VOTES AGAINST THE RESOLUTION

Voting Description Number of V Number of % of totalMembers who l shares for which number of validvoted I votes casted votes casted

voting through 2 I 540 ' 0.011Postal ballot

A Remoié'E-755%; 4 I 1407 0.030I Poll ral£é}T§{E{E“” -- ‘ .. 0 0 it

venue of themeeting [throughtablet computers)

Total 6 1947 0.041

c) INVALID VOTES

Voting Description Number of Members who I Number of shares forvoted which votes casted

Voting through _ 3652Postal ballot _ I

Remote E- voting -- I --

U‘l NJ

Poll taken at the -- --venue of the meeting

(through tabletcomputers) 2

"_ ITotal 62 ‘¢ 3652

Thanking you, Place: Vadodara

Yours Faithfully, Date: March Z2, 2018.__\

. Kl.-?___.\— Yr '~. /

' ~ » Schaeffler India LimitedSuresh Kumar Kabra - 1 K (F0 own as FAG Bearings India Limited)Partner 1 ~; , _Samdani Kabra & Asso. 'Company Secretaries ..__.G, N°_ 9927 Authorized Signatoiy

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702, Ocean, Sarabhai Compoundflear Centre Square Mall, Dr; Vikram Sarabhai Road. Vaoodara'390023.Ph; +91 265 2988933-2311933.9723462962. E-l'Y‘8IIiCSSEIfT\d8I1l"li>gl'i'lZII|._C_Q[I:I Page 8 of 8