Godrej Industries Ltd. Regd. Office: Godrej One...

Godrej Industries Ltd. Regd. Office: Godrej One,

Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai 400079. India. Tel.: 91-22-2518 8010/8020/8030 Fax: 91-22-2518 8068/8063/8074 Website: www.godrejindustries.com CIN: L24241MH1988PLC097781

Dated: August 14, 2019

To, To, BSE Limited National Stock Exchange of India Limited P. J. Towers, Dalal Street, Fort Exchange Plaza, Bandra - Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai-400 051 Ref.: BSE Scrip Code No. “500164” Ref.: “GODREJIND”

Sub.: Scrutinizer’s Report and Voting Results of the 31st (Thirty First) Annual General Meeting (AGM) held on August 13, 2019

Dear Sir,

Further to our letter dated August 13, 2019, in respect of the proceedings of the 31st (Thirty First) Annual General Meeting (“AGM”) of Godrej Industries Limited (“the Company”) held on Tuesday, August 13, 2019 at 4.00 p.m. (IST) at the Auditorium, “Godrej One”, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai - 400079, Maharashtra, please find enclosed herewith the following:

(a) Report of Scrutinizer dated August 14, 2019 pursuant to Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014; and

(b) Results of Voting pursuant to Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

It may also please be noted that as per the Report of the Scrutinizer dated August 14, 2019 issued by Mr. Kalidas Vanjpe, Practicing Company Secretary, all the 12 (Twelve) Resolutions as per Notice of AGM dated May 13, 2019 stand passed with requisite majority. We request you to take the above on your records.

Thanking you,

Yours sincerely, For Godrej Industries Limited

Tejal Jariwala Company Secretary & Compliance Officer (FCS 9871) Encl: A/a

os I •

L

KALIDAS VA N JPE B (G) F C ~

!='r.,c! I!:), Ilg C V,lI)Jally Scctetaf) Corporate legal Consultant

IP ICp t- Z8 l H ~ M,'lf',; Thane-400 60" ";llP@£' ~ !! CO" • N" 0' COl

heL , Godrej Industries Limiteci Gedrej Doe, Pirojshaoagar,

Eastern Express Highway, Vlki1roll (East: Mumba - 40(H179, Maharashtra

Sub: (onsolidated Report on voting done by the Shareholders at the 31"(Thirty First) Annual General

Meeting of Godrej Industries Limited ("the Company") held on August 13, 2019 at the"Auditorium", Godrej One, Pirojshanagar, Eastern Express Highway, Vikhroli (East),. Mumbai- 400019, Maharashtra at 4.00 p.rr

lJearSH

Geare} tnouSlfles Limited ("the Company" : Ilad appointea me as t",e Scrutimzer tor conouctmg tlil' l voting process and the voting by polf at the 31" (Thirty First) Annual General Meeting of thf:

Shareholders of the Company held on Tuesday, August 13, 2019 at 4,00 p,m at the "Auditorium'

GodreJ One, PiroJshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400079, Maharashtra

I"said AGM") for the resolutions which were proposed to be passed at t he said AGM,

I sub ') m reDort as uncer

"-2 ~:7" '),:':, ,'. I": c'l h- 19, 2019, completed the dlspatcfl of t 'le Notices ot t. ... e 31 (Thirty first

Annual General Meeting along With the Annual Report for the Financia! 'lear 2018·19 as required a~

per the provisions of the Companies Act, 2013 and applicable SEBI regulatIons to aU Its

Shareholders whose name!s) appeared on the Ref!istef of Members / list of Beneficial Owners or

as 00 luly 12. 2019.

2 The tompany nao provided e·vottng facility to its Sr,1~p " olders and !lad engaged t'le ser\jtce~ 0 C.:"i:'" :')'T"-;:t '),·\, Services India limited ~'CDSl'l for this nurpose

H T'1~ ,e-\Iotmg period tlad commencea on Fridav August 9 2019 at :),00 a,m, .lOa ,,,,1"11-,-(,; on Monoa\!

('lIt'll't 12 , 2019 at 5.00 p,rr:,

.1 1 , ;,t·"".,~, lime fixed tor Closing of the poll by ttle Chairman at tile sald AGM, cre lhh!(}1 :;. wrHCI

was keot for Doilinf! was locked in my presence with due identification marks placed bv mf

5 " '),j:·ct GO);, \Va:; sl.bseGLa:,nlv O:k'1.!Ci In my presence arlo pori paperswere cllfgentlj

'rtltinrled. The pot! papers were reconetled with the records maintained by Computeeh Shareca~

I, imlteo, the Registrar and Share Transfer Arents of the Com))anv and the authorizatIO!l< "'(hit"

lod,'ed with the (om'Jan)'

£> ;:." papers, w'"ci, were Incomplete and!or Wlitd; were otnerwise found defective nave lId, n

treated as invalid and keot separately, if anI!.

7 " : CJ -;,:: .. ; ~:- c,: ·;.1.d t,GV I 'l ave downloadeo tne oald of E voting from COSL A trnar "lor !

was tabulated bv me and the data regarding the final E ,vottng was dllige'ltly scrutinized

o 11· ... "'.~ . Ir. .. ,,,' ·: of all electroOic votes ana POll forms recel\,ed from/cast h., tn£> $IJarellolders of t "

'o'1":;..:.n. liici~ been entered in the electronic register separatet.v maintained for the Durpose

9, Un proper scrutrny of all the pOll forms and electrOnic votes, the summary of the Poll and E,vole~ I eceived from all Shareholders is oreoared by us and the same is given in the <lttached Annexurto

o '~",~ - ,: ,;.,'1 e~ ::.3,t -O~ the Resolutions exceeo numtJer of votes cast AGAINST {i'e Reso:utlons D\

r eCl.IIsrte majority as per attached Annexure, at! the Resolutions are considered to be duty lJassed

11 Tn~ Poll torms and ali otl1l~r relevant records were sealed and handeo OVf>f l the: (ompan\

<;euetarl; I Director authorised bv the Board of Directors for safekeepfOf,

12) '{ou are requesteo to declare tne Vottrl!! ReSUlts as per attacfled Anne)(ure to' ,~Silarehotders of

Tnankrng YO", Yours faithfull',

KalidasVanJPt Practising Company Secretary Membership No.: FCS - 7132 CP No.: 3413

Date: .c..uguS! 14, 2015 Place: Thane Maharasl1trz

End: A nne lurf'

For Gocirej Industries Limited

Resolution required: (Ordinary / Special)

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

c.te,ory Mode of votlnll

• this fields are optional

Description of resolution considered

No.ohot .. polled

Details of Invalid Votes Clte,ory

Promoter and Promoter Group

Public In51tutlon5

Public · Non Inlltutions

No. ofVotl5

o o o

Ordinary

No

Adoption of Financial Statements for the Financial Year ended March 31, 2019

" of Votu polled I No. of votll -In on outtondhl,

No. ofvotas Bgalnst

" of votes In favol! r on votes

polled

% of Votes against on votes

polled Ihllre~ flvour

NO. of votes cast against The resolution 1521 and accordingly, the % of votes in favour on votes polled may please be read as marginally less than 100.00%.

Resolution required: (Ordinary / Special)

Whether promoter/promoter Iroup Ire Interested in the agenda/resolution?

Catelory Mode of votlnt!

E.Voting

Pol!

* this fields are optional


No. ohotes polled

Details of Invalid Votes cate,ory No. of Vote.

Promoter and Promoter Group 0

Public Insltutlons 0

PubliC · Non l"slMlons 0

Ordinary

No

Declaration of Final Dividend on Equity Shares for the Financial Year 2018·19

" of Votes goUld I No. of votes -In on outstlndlnl No. ofvotes -

agaln.t

" ohot" I" favour on votes

% of Votes against on votes

polled shar.s favour polled

No. of votes cast against the resolution Is 31 and accordingly, the % of votes in favour on votes polled may please be read as marginally less than 100.00%.

n

Whether promoter/promoter group are Interested In the

Category Mode of votin&

IPromoterand


No. of votes polled

No

ApPointment of Mr. Jamshyd Godrej as a Director, liable to retire by rotlltlon, who has offered himself for re-appolntment

shares

" of Votes polled I No. of votllS -In on outstandlnl

favour No. of votes -

"llnst

" of votes in favour on votes

poned

" of Votes aplnst on votes

polled

Promoter Group IPostal Ballot (Ifappllcablel 01 0.00001 01 01 01 01

PublicInstitutions

Public- Non Institutions

• this fields are optional -Category

~.~

/5/.·.·~S' .. \ . . ,.,h::!i\f""" r~( .. mbal 1:,...·1 .~ ~,) 400 079)}.1

o '------./~ 0) ('\ C\ · ... v '* '<""

---~

Resolution required: (Ordlnlry I ". ".~ .----~.,~----~.~--,. . ,,'~ .,"'" ..... " ,',,-

No . -, "' .. ~" ... "." .. " .

Whether promoter/promoter Broup are Interested in the .cenda/resolutlon? ,,· ······_·_··--1- -·_····

CateBory

Promoter and

Mode of voting

E-Yotlng

Poil


No. of vote I polled

Appointment of Ms. Tanya Dubash as Ii Director, liable to retire by rotation, who has offered herself for re-appointment

shires

" of Votes pollfll I No. of votes _ In on outstandln,

favour No. of votel-

1IIlnn

" of votes in favour on votes

poned

" of Votes a,llnst on votes

polled

Promoter Group I Postlll BIUot (Ifllppllcablej 01 0.00001 01 01 01 01

Public· Institutions

Public- i\lon Institutions

• this fields are optional

No. of Votes

Promoter and Promoter Group _ ~U~IiCIn.Sit~~i;~~' .. ' .... " .. r --i r!1!. ,. ... ~J '

/ ..... ~<S' " \ .....

\

1._ . .. :.:mbJI) ,:::. '" "0 079) ~J ' ... 'v ~0"i.'.

()/:,>- ",/ '-.,1 "* ~, .. ~/

Whether promoter/promoter croup are Interested In the

catelory Mode of votlne

E-Votlns

I Promoter and 1 Poll

• this fields are optional -_ 1IIimt

Des~rlptlon of resolution considered

No.ofvot.s polled

No ,.,~ .• ', . " .... ~ . ..... ~ ...... < .• - ."-,~ ... ", - .• ' .. '. , . - , .. ,, •. ,." • • ' .• " ••• "., .... ,,-_ ....

Approval for waiver of excess manaserial remuneration paid to Ms. Tanya Dubash, Whole TIme Director of the Company

" of Votes poliid I No. of votllS-1n on outstandlnl

favour shares

No. of votfla,1I1n1t

" of votes In favour on votes

polled

~~. -'/q'. It' . ~;'I .:: 0' I....: ...

" of Votes aplnlt on votes

polled

Resolution required: (Ordlnlry / Special) • ~."~ ."._ .• _~ .. "., ~ ._ .• _,_-. ... • ,.". '~" _ "' ''''''' '''' V' '

Whether promoter/promoter group Ire Interested In the a,enda/resolutlon?

category Mode of votln,

IPromoter and


No. of votes polled

S~clil

No

Approval for wlilver of excess manaserial remuneration paid to Mr. Nltln Nabar, Whole TIme Director of the Company

shares

" of Votes polled I No. of votes _ In on outstandlnc


a,alnst


polled

" of Votes a,alnst on votes

polled

Promoter Group IPostal Ballot (lfapP/lcable) 01 0.00001 01 01 01 01

Publlc- Non Institutions

• this fields are optional hL)ME

h~" .. c ...... · " . ' .. \,- '110 \

- .... u .... ~ , . . \.--

" i'::311':-

I . 079J~~ \ .-/0

* ~/ -'"

Whet~_~~~.".:'~~~~~~~~~_~~~~~~~~~~~~h1".~.~~~~'/~~~~:_J No

tate,ory

Promotl!r Ind

Public-

• this fields are optional = •

Mode of YOtin,

Descrtptlon of resolution considered

No.ofyota polled

Approval for appointment of Ms. Ruhml Joshi u In Independent Director of the Company

" of Votu polled I No. of vota -in ~I outstandln,

No. of votes-1,llnst

"ofvota In favour on votes

polled

" of Votes aptnst on votes

polled shlrtls favour

No. of votes cast asalnst the resolution Is 139 and accordingly, the" of vote51n favour on votes polled milY plellse be read as 99.9999" and" of votes asainst on votes polled may please be read lIS 0.0001".

ResolutIon requIred: (OrdInary / Special)

Whether promoter/promoter IrouP are Interested In the IIcenda/resolutlon?

Category Mode of votlne

IPromoter and


No. of votes polled

Ordinary

No

Apprcval for appointment of Dr. Ganapatl V"dav as an Independent Director of the Company

shares

" of Votll polled I lila. of votes - In on outstandlne


aea!nst


poned

" of Votes a,alnst on votes

polled

Promoter Group 1 Postal Ballot (lhppllcable) 01 0.00001 01 01 01 01

PubllcInstitutions

• this fields are optional Z!

I Promot ... and Promoter

No. of Vote I

try,:. :'''mb.ai -. dLJ

, (400 019

" "0/ . t:5 .... ---~ \; .' ','-. .. ~/

Ordinary

Whether promote~;;;;;;;t;;;';~;";;i~t;;n~d·j;,'th;;'~~d~j~~~~~Lr' No

category

• this fields are optional 3

Mode of voting

Description of resolutJ!)n considered

No. of Votes

No. of votes polled

Approval for appointment of Mr. Mathew Elpe as an Independent Director of the Company

favour

" of Votes polled I No. of votes -In on outst41ndin,

shares

No. of votes -against

!' fr1. y

.... ,


polled

" of Votes against on votes

polled

-Whether promoter/promoter group i!lTe Interested In the No 1/ resolution? I

--~ .. ~.-.•. -.-" .... -.. -~.'- ---." '"' . ' - '~ ; """"" '.''''' ~ ".",

DeSCription of resolution considered Approval for re-appointment of Mr. Kekl Elavia as an Independent Director of the

category Mode of voting

E-Votlng

Poll

• this fields are optional dE

,a~~"~.r0_n:'()~~~.~!~~!'.. .1------

No. of votes polled

shares

" of Votes polled I No. of votes -In on outstandlnl

fi!IVour

Company

No. of votes -against

"of votes In favour on votes

polled

#1"\~<> .' ,- rr,ba~\ :-'! ," AY7u '.@., ~ '_J.I 0"'A. / ' ~. \?;' ". '-' * "

.. ---... "'-....--

" of Votes aliinst on votes

polled

/

Resolution ntqutred: (Ordinary / Special)

Whether promoter/promotu IrouP Ire Interested In the Ilenda/resolutlon?

CltelOry Mode of votl",

E-Votlng

Description of resolvtlon considered

No. of votes polled

Special

No

Apprl'Mll for n!·appolntml!nt of Mr. lCaYas Petls.rillls an Independent DIrector of the

Com\VnY

shires

" of Votes polled I No. of votes -In on outstandlnl

favour

No.ofYotnqllnlt

" of mti In favocrr on mes

po/Ied

"ofVotl!S Iplnst on votes

polll!d

'I Promoter Ind

Promoter Group I Postal Billot (lhppllCiblel I 01 0.00001 01 01 01 01

Public- Non

• this fields are optional :za:::J

No. of Votes

I Promoter .. n~ P!.~'!Il:It,e~~~!~u.E " ___________ _ h e~ '~~ " ,',\ S"'Y,s ..- r::;. / / '" /' \ '., ..

'1-.. r't,,'\umba 3 '- 079 _. ' C' ; 400 ~

\...... 12>

\~

Resolution required: (Ordinary /Spedal)

Whether promoter/promoter ,roup are Interested In the .,enda/~SCJi~I~~!.t ___ _

Ordinary

No

CateBory Mode of votinS

* this fields are


No. of Votes

No. of votes polled

!I,:,~ _~!o.rn?~~E.~~p.. _+ ::1

Ratiflation of Remuneration of MIs. R. Noilnabhoy & Co., Cost Accountllnts

appolntl!d as the ·Cost Auditors" of the Company

favour

" of votes polIH 1 No. of votes -In on OtItstandln,

shares

No. of votes -... Inst


polled

" OfVotl!5 a,1In1t on votes

polled

Godrej Industries Ltd. Regd. Office: Godrej One...

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