H YELLS · Registered Office 904, 91h Floor, Surya Kiran Building, K.G Marg, Connaught Place, New...

• H YELLS

GROUP

22nd June 2020

The National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No. C/1, G Block Bandra Kurla Complex Bandra (E) Mumbai- 400 051

NSE Symbol : HA VELLS

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400 001

Scrip Code : 517354

Sub: Proceedings of 37th Annual General Meetinl! u/r 30 of the SEBI (Listing Oblil!ation and Disclosure Reauirements) Regulations 2015 alonQ:With the Consolidated Scrutinizer's Report and Results of the e-Voting at AGM u/r 44 of the SEBI (Listing Oblil!ation and Disclosure Requirements) Regulations 2015

Dear Sir,

Pursuant to captioned regulation of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, please find enclosed herewith the proceedings of the 37th Annual General Meeting of the Company held this day through Video Conferencing (VC)/ Other Audio Visual M eans (OAVM) on 22nd June, 2020 at 10:00 am.

The Remote E-voting on all the Resolutions set out in the Notice of 3 7th Annual General Meeting was conducted during the period from 19th June, 2020 to 2ist June, 2020 and for those who did not cast their vote through remote e-voting, the facility to cast vote through e-voting during the AGM was also made available.

The Agenda wise Results u/r 44 in the prescribed format along with the Consolidated Report of the Scrutinizer are also enclosed.

Kindly acknowledge receipt.

Thanking you.

Yours faithfully, for Havells India Limited

(Sanja Kumar Gupta) Company Secretary

Encl.: A/a

HAVELLS INDIA LTD.

" HAVELLS I STANDARD I rabt

Corporate Office: ORG Towers, 20 , Sector 126, Expressway, Noida - 201304, U.P (INDIA) Tel +91-120-3331000, Fax: +91-1 20-3332000

E-mail: [email protected], www havells com Registered Office: 904, 9th Floor, Surya Kiran Building,

K.G. Marg, Connaught Place, New Delhi - 11 0001. (INDIA) Consumer Care No.:

1800 ·103 131 3, 1800 ·11 0303 (All Connections), 01 ·1-41 66 0303 (Landline) CIN: L31 900DL1983PLC016304

GSTIN1 09AAACH0351E2Z2

" H YELLS GROUP

"

PROCEEDINGS OF THE 37TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON 22No JUNE, 2020 AT 10:00 A.M. THROUGH VIDEO CONFERENCING (VC)/ OTHER AUDIO-VISUAL MEANS (OAVM)

Date of the AGM: 22ND JUNE, 2020

Total number of shareholders on Record Date i.e. 15th June, 2020: 1,59,573

No. of Shareholders present in the meeting either in person or through proxy: Promoters and Promoter Group: -Public: -

No. of Shareholders attended the meeting through Video Conferencing: Promoters and Promoter Group:- 4 Public:- 153

Directors Present: 1. Shri Anil Rai Gupta: Chairman and Managing Director 2. Shri Surjit Kumar Gupta: Non-executive Director 3. Shri Ameet Kumar Gupta: Whole-time Director 4. Shri U K Sinha - Independent Director, Chairman of Audit Committee, Chairman of

Stakeholders Relationship/ Grievance Redressal (SRGR) Committee 5. Shri Vellayan Subbiah- Independent Director, Chairman of Nomination and Remuneration

Committee 6. Smt Pratima Ram - Independent Director, Chairman of Enterprises Risk Management

Committee 7. Shri Jalaj Ashwin Dani - Independent Director, Chairman of Corporate Social

Responsibility Committee 8. Shri TV Mohandas Pai - Non-Independent Director 9. Shri Puneet Bhatia - Non-Independent Director 10. Shri Subhash S Mundra - Independent Director 11. Shri B Prasada Rao - Independent Director 12. Shri Vivek Mehra - Independent Director

Shri Rajesh Kumar Gupta, Whole-time Director (Finance) and Group CFO and Shri Siddha11ha Pandit: Whole-time Director, were pre-occupied with other commitments and therefore could not participate in the AGM.

Chairman, other Directors and Officers were participating in the Meeting through VC.

Company Secretary welcomed the Shareholders who were participating in the Meeting through VC/ OA VM and briefed them about certain important points regarding video conferencing. Thereafter, he requested the Chairman, Shri Anil Rai Gupta to chair the meeting.

Chairman welcomed all the Shareholders and asked all the fellow colleagues on the Board to introduce themselves to all the shareholders on the occasion of the 37th AGM of the Company. Upon confirmation of quorum by NSDL, the Chairman declared the Meeting open. Thereafter the Notice of AGM and Directors Report were taken as read by the Shareholders of the Company.

For i·b\VELLS 1 · HAVELLS INDIA LTD.

Company Secrd ary

ee HAVELLS

Corporate Office: ORG Towers, 20, Sector 126, Expressway, Noida - 201 304, U.P (INDIA) Tel ; +91-120-3331000, Fax: +91-'I 20-3332000

E-mail. [email protected], www.havells com Registered Office 904, 91h Floor, Surya Kiran Building,

K.G Marg, Connaught Place, New Delhi - 110001. (INDIA) Consumer Care No :

1800 103 1313, 1800 11 0303 (All Connections) , 0 11-41 66 0303 (Landhne) CIN: L31 900DL1983PLC016304

GSTIN 09AAACH0351 E2Z2

• HAVELLS

GROUP

The Chairman presented his speech.

Thereafter the Company Secretary requested the Statutory Auditors to read the Auditors' Report.

After the Auditor's Report was read by the Statutory Auditor, the Company Secretary informed the Members that the Company had provided Remote E-voting facility to all the Members entitled to cast their vote (i .e. persons who were Members on 15t1, June, 2020, being the cut-off date) on all the Resolutions as set out in the Notice of AGM during the period from 19th June, 2020 to 21 st June, 2020 as per the provisions of Companies Act, 2013 read with Rules framed thereunder. He informed that Ms Balika Sharma was appointed as the Scrutinizer for the purpose of carrying out the remote e-voting and the e-voting process during AGM in a fair and transparent manner.

Further, in terms of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Members attending the AGM who had not already cast their vote by Remote E-voting were also provided the option to exercise their right to vote through E-voting during the AGM on all the 9 (nine) Resolutions of Ordinary and Special businesses as set out in the Notice of AGM.

The Members were informed that the Results would be declared after considering the Remote e-voting, Voting by Members present in the AGM. They were also informed that the Results would be submitted to the Stock Exchanges (NSE and BSE) on or before 24th June, 2020 and placed on the website of the Company.

As the Meeting was convened through VC/ OA VM, the following Resolutions had already been put to vote through remote e-voting and the requirement to propose and second was not applicable.

1. Detail of the Agenda: Adoption of the Audited Financial Statements of the Company for the financial year ended 31 st March, 2020, the Reports of the Board of Directors and Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended 31 st March, 2020 and the Report of Auditors thereon.

Resolution required: Ordinary Resolution

2. Detail of the Agenda: Confirmation of the payment of Interim Dividend of Rs. 4 per equity share already paid as the Final Dividend for the Financial Year 2019-20.


3. Detail of the Agenda: Appointment of a Director in place of Shri T. V. Mohandas Pai (DIN:00042167), who retired by rotation and being eligible, offered himself for re-appointment


4. Detail of the Agenda: Appointment of a Director m place of Shri Puneet Bhatia (DIN :00143973), who retired by rotation and being eligible, offered himself for re-appointment


ForH.AVELLS L HAVELLS INDIA LTD.

Company Secretary

" ,rabtree HAVELLS

Corporate Office: ORG Towers, 2D, Sector ·126, Expressway, Naida. - 201304, U.P {INDIA) Toi; +91-'120-3331000, Fax: -:-91-120·3332000

E-mail; marl,eting@havells com, www .l1avells .com Registered Office. 90~ . 9t:1 Floor, Su1y a Kiran Building,

l<.G. Marg, Connaught Place, New Delhi - 110001 . (INDIA) Consumer Care Mo,:

1800 103 1313, 1800 11 0303 (All Connections), 011 -~-166 0303 (Landline) Clf\l. L31900DU 983PLC01630~

GSTlf\l; 09A'V',CH0351 E1 Z3

HAVELLS GROUP

"

5. Detail of the Agenda: Ratification of Cost Auditors' Remuneration Resolution required: Ordinary Resolution

6. Detail of the Agenda: Re-appointment of Shri Vellayan Subbiah (DIN:01138759) as an Independent Director for a Second Term.

Resolution required: Special Resolution

7. Detail of the Agenda: Appointment of Shri B Prasada Rao (DIN:01705080) as an Independent Director


8. Detail of the Agenda: Appointment of Shri Subhash S Mundra (DIN:00979731) as an Independent Director


9. Detail of the Agenda: Appointment of Shri Vivek Mehra (DIN:00101328) as an Independent Director


The Chairman called the names of Shareholders who had registered themselves as registered speakers to express their views and queries.

Thereafter the Chairman answered the queries of the shareholders and informed that Members who had not cast their vote already through Remote e-voting may cast their vote by going to the e-voting platform.

The Chairman thanked the shareholders and others for attending the Meeting.

The Company Secretary proposed a vote of thanks to the Chair and the Meeting ended.

,... ,..

, .. , , c- :fi\.1 IMH •'_'J ForMAcE~-~ • ~

comp·F•J scc1uary

®rabtree

HAVELLS INDIA LTD. Corporate Of,ica: QRG Towers, 2D, Sector ·i 26, 8:pressway, Noida - 201304, U.P (li\iDIA)

Tel· , -9i --i20-333'i000, Fe>.:<: +Sil -120-3332000 E-mail : [email protected], ,,wvw.17evells.com

Registered Office: 904, 9 l!1 Floor, Surya l<imn Building, :<.G. IViarg, ConnB.ught Plc1.ce, [\Jev, Dell,i - 11 ooo·; . (l~IDIA)

Consumer Care I\Jo.: 1800 103 13·13, 1800 11 0303 (?\II Con1,ecuans), 011 -~166 0303 (Landline)

. CN: L3·1900DL'I 983PLC016304

HAVELLS STANDARD GSTli\l: 09AAACH0351 E1Z3

Date of AGM

Total Number of Shareholders on Record Date

No. of Shareholders present in the m ee ting either in pe.-son or th rough p roxy:

Promoters and Promoter G roup:

Public: No. of Shareholders attended the meeting through Video Conferencing:

Promoters ~nd Promo ter Group:

Public

Agenda-wise discolosures

HAVE! LS INDIA I IMITED

Voting Results

22 June, 2020 159573

Not Applicable

157 4

153

1. AdoDtion of Audited Financial Statements, the Reoorts of Board and Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended March 31. 2020:

Raolullon R.c<juircd : (OttllnAry / SpocioJ) Ordinary Resolution

Whether romoter/ prumo1cr .~ uJl are intETeyted in the agenda/ resolution? [No

Category Mode of Voting Total No. of shares No. of votes polled % o f Votes Polled on N o. of Votes - in N o. o f Votes - % of Votes in % of Votes against held outstand ing s hares favour against favour on vo tes o n votes polled

polled

1 2 (3)=[(2)/ (1)]*100 4 5 (6)= [(4)/ (2)]*100 (7)= [(5) / (2)] *100

E-Voting 372,457,920 l! KJ.00 372,457,920 (I HXl.00 (l(K)

Po ll 0.00 0 OI X) (JOO P romote r and Promote r Group

Postal Ballot (if applicable) (l(K) II (I.IX.I O.IKI T otal 372,457,920 372,457,920 100.00 372,457,920 0 100.00 0.00 E-Voting 162.547.869 82.04 162.547,869 (l 10000 0.00

Poll 0.00 0 0.00 o.uo Public - Ins titutions

Postal Ballot (i f applicable) 000 0 OIX) OIXI Total 198,134,722 162,547,869 82.04 162,547,869 0 100.00 0.00 E -Voting 959,126 1.71 () 000 OCXI Poll 0.00 (I ll.lX) 11.00 Public.N on Ins titutio ns Posta l Ballot (i f applicable) 0.00 0.00 0 0.00

Total 55,420,364 959,126 1.73 959,087 39 100.00 0.00 Tota l 626,013,006 535,964,915 85.62 535,964,876 39 99.99999 0.00001

For HAVELLS I

2. Confirmation of the payment of Interim Dividend of Rs. 4 per eauitv share already paid during t he vear as the Final Dividend for the Financial Year 2019-20:

Resolution Required: (Ordinary / Special) I Ordinary Resolution

Whe ther promoter/ promote r roup a re inte rested in the a enda/ resolution? No

Category Mode of Voting Total No. of shares No. of votes polled % of Votes Polled on No. of Vo tes - in No. of Votes - % of Votes in % of Votes against held outs tanding shares favour ag ainst favour on votes on votes polled

polled

1 2 (3)=[(2)/ (1)]*100 4 5 (6)= [(4)/ (2)]*100 (7)= [(5)/ (2)]*100

E-Voting 372,457,920 10IJ.0IJ 372,457,920 I) !(XI.IX) 0.011

Prom oter and Promoter Group Poll 0.0IJ 0 U.<XI ll.00

Postal Ballot (if applicable) 0.00 0 O.CXl (1.(11)

Total 372,457,920 372,457,920 100.00 372,457,920 0 100.00 0.00

E-Voting 129,908,236 65.57 129,908,236 0 100.00 0.00

Public -Institutions Poll O.IXI (I 0.00 000

Postal Ballot (if •pplicllb~) 0.IXI 0 0.1111 non Total 198,134,722 129,908,236 65.57 129,908,236 0 100.00 0.00 E-Voting 958,847 1.73 958,672 175 99.98 0 02

Public-Non Institutions Poll II.IX) II 0 00 IIIXI

Postal Ballot (if ap pUco.bh,) 11.tKI II 0.00 II.Oil

Total 55,420,364 958,847 1.73 958,672 175 99.98 0.02

T otal 626,013,006 503,325,003 80.40 503,324,828 175 99.99997 0.00003

For 1-1AVELLS !N

3. An ointment of Shri T. V. Mohandas Pal

Rctoh1tiun Required : (O,dlruuy / SP"clo.1) Whether pmmotcr/ promo1u r.mu n.tt fu~rc-11cd in the agenda/ resolution?

Category Mode of Voting Total No. of shares held

1

E-Voting

Promoter and Promoter Group Poll

Postal Ballot (if applicable)

Total 372,457,920

E-Voting

Public - Institutions Poll


Total 198,134,722

E-Voting

Poll Public-Non Institutions


Total 55,420,364

Total 626,013,006

himself for re-a ointment:

No. of votes polled

2

372,457,920

372,457,920

127,514,337

127,514,337

958,847

958,847 500,931,104

Ordinary Resolution

jNo

% of Votes Polled on N o. of Votes - in No. of Votes - % of Votes in outstanding shares favour against favour on votes

polled

(3)=((2)/ (1))*100 4 5 (6)= [(4) / (2))*100

100.00 372,457,920 100.(Kl

(l.lkl O.(XI

0.(XJ (1.00

100.00 372,457,920 - 100.00

64.'\6 125,332,821 2,181,516 98.29 0.IXI ()()I)

O.llll U.00

64.36 125,332,821 2,181,516 98.29

173 949,046 9,801 98.98

0.(XJ 0.00

OIXI 11.00

1.73 949,046 9,801 98.98 80.02 498,739,787 2,191,317 99.56

For HAVELLS HiD~

Company Secic-tary

% of Votes against on votes polled

(7)= ((5) / (2))*100

0.00

0.00

0.00

0.00 1,71

0.00

0.00

1.71 1 02

0.00

II.OU

1.02

0.44

4. Aauointment of Shri Puneet Bhatia (DIN:00143973). retiring bv rotation and beina eliaible. offering himself for re-aooointment:

Resolution Required : (Ordinary / Special) !Ordinary Resolution

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

Category Mode of Voting Total No. of shares No. of votes polled % of Votes Polled on No. of Votes - in No. of Votes - % of Votes in % of Votes against held outstanding shares favour against favour on votes on votes polled

polled

1 2 (3)=((2)/ (1))*100 4 5 (6)= ((4)/ (2))*100 (7)= ((5)/(2))*100

E-Voting 372,457,920 J(X)(X) 372,457,920 100.(KI 11.00

Promoter and Promoter Group Poll IJ.(XI ().(]IJ o.rni Postal Ballot (if applicable) O.!KI 0.(X I 0.00

Total 372,457,920 372,457,920 100.00 372,457,920 - 100.00 0.00 E-Voting 127,514,337 U 36 67,532.825 59,981,512 52.96 -17.0-1

Public - Institutions Poll 0.00 ().(K l 0.00

Postal Ballot (if applicable) O.CX I (UK! 0.00

Total 198,134,722 127,514,337 64.36 67,532,825 59,981,512 52.96 47.04 E-Voting 958,847 I 73 950,423 8,424 99.12 0.88

Public-Non Institutions Poll 0.(KI (1.00 0.(X)

Postal Ballot (if applicable) II.IX) CJ. Oil 11.(KI

Total 55,420,364 958,847 1.73 950,423 8,424 99.12 0.88

Total -

626,013,006 500,931,104 80.02 440,941,168 59,989,936 88.02 11.98

· • ,,-Llc 1•1·1 F r ~ /i,·c. ,;J , , 0 • "\'

comp.!OY secretary

5. Ratification of Cost Auditor's Remuneration

Resolution Required: (Ordinary / Special) !Ordinary Resolution Whether promoter/promoter group are interested in the agenda/ resolution? No


polled

1 2 (3)=[(2)/ (1)]*100 4 5 (6)= [(4)/(2)]*100 (7)= [(5)/ (2)]*100

E-Voting 372,457,920 1()0.111 ) 372,457,920 JI XUX) fl.OD

Promoter and Promoter Group Poll O.llll ll.lXl ll.00

Postal Ballot (if applicable) ll.lXl 0.00 000

Total 372,457,920 372,457,920 100.00 372,457,920 . 100.00 0.00

E-Voting 129,908,236 6:>.57 129,908,236 100.00 0.00

Public - Institutions Poll 0.00 0.00 0.00

Postal Ballot (if applicable) ll.lXl O.llll (l.00

Total 198,134,722 129,908,236 65.57 129,908,236 100.00 0.00

E-Voting 958,847 1.73 951,013 7,834 99.18 0.82

Public-Non Institutions Poll o.m n.oo 0.IXl

Postal Ballot (if applicable) 0.00 u.oo O.IJO

Total 55,420,364 958,847 1.73 951,013 7,834 99.18 0.82

Total 626,013,006 503,325,003 80.40 503,317,169 7,834 99.998 0.002

For r1AVELLS l Ol

6. Re-auuoint t of Shri Vella an Subbiah DIN:0113875 as an lndeuende Director of the Com anv for a Second Term:

R.Mobuion Required : (0,dlnury / Spcci, I) Special Resolution Wh c.d1cr promo1:cr/promotc, up :ane intcn:.~lcd in the a enda/ resolution? INo

Category Mode of Voting Total No. of shares No. of votes polled % of Votes Polled on No. of Votes - in No. of Votes - %, of Votes in 0/o of Votes against held outstanding shares favour against favour on votes on votes polled

polled

1 2 (3)= ((2)/ (1))*100 4 5 (6)= [(4)/ (2))*100 (7)= [(5)/(2))*100

E-Voting 372,457,920 IIJO.(XI 372,457,920 IIXI.IXI ll.lKI

Promoter and Promoter Group Poll OIKI 0.(XJ 0.00 Postal Ballot (if applicable) 0 00 0.00 ().()()

Total 372,457,920 372,457,920 100.00 372,457,920 - 100.00 0.00 E-Voting 127,211,049 6-1.20 120,169,127 7,041,922 9-1.-16 5 54

Public - Institutions Poll 0.IKJ 0.00 000 Postal Ballot (if applicable) 0.00 O(KI ()(Kl

Total 198,134,722 127,211,049 64.20 120,169,127 7,041,922 94.46 5.54 E-Voting 958,846 1.7'.l 951,365 7,481 99.22 0.78 Poll o.ou 0.00 000

Public-Non Institutions Postal Ballot (if applicable) 0 (I() 0.00 0.00

Total 55,420,364 958,846 1.73 951,365 7,481 99.22 0.78 Total 626,013,006 500,627,815 79.97 493,578,412 7,049,403 98.59 1.41

For HAVELLS I

7. Appointment of Shri B Prasada Rao CDIN:017050801 as an lndeoendent Director of the Company:

J Resolution Required : (Ordinary / Special)

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

Category Mode of Voting Total No. of shares No. of votes polled held

1 2

E-Voting 372,457 ,9?0



Total 372,457,920 372,457,920

E-Voting 127,422,213 Poll

Public - Institutions Postal Ballot (if applicable)

Total 198,134,722 127,422,213

E-Voting 958,847

Poll Public~Non Institutions


Total 55,420,364 958,847

Total 626,013,006 500,838,980

I Ordinary Resolution

)No

% of Votes Polled on No. of Votes - in outstanding shares favour

(3)= [(2)/ (1))*100 4

100_1)() 372,457,920

0.00

n.uo 100.00 372,457,920

64.31 126,910,458

ll.110 ()_()()

64.31 126,910,458

1.73 951,383 ().()()

0,00

1.73 951,383

80.00 500,319,761

No. of Votes -against

5

-511,755

511,755

7,464

7,464

519,219

ForHAVELLSIN

% of Votes in % of Votes against favour on votes on votes polled polled

(6)= [(4)/(2))*100 (7)= [(5)/(2)]*100

100.00 (1.(1()

0.00 0.00

o.m 0.00

100.00 0.00

99.60 0.411 0.(XJ (1.00

o.m (1.00

99.60 0.40

99.22 0.78

0.00 0.00

0.(XJ (I.LIO

99.22 0.78

99.90 0.10

8. Apoointment of Shri Subhash S Mundra (DIN:00979731) as an lndeoendent Director of the Comoanv:

Resolution Required : (Ordinary/ Special)

\'v'hether promoter/promoter group are interested in the agenda/ resolution?

Category Mode of Voting Total No. of shares No. of votes polled held

1 2

E-Voting 372,457,920


Postal Ballot (if appllcabk) Total 372,457,920 372,457,920

E-Voting 127,422,213

Public - Institutions Poll Postal Ballot (if applicable)

Total 198,134,722 127,422,213

E-Voting 958,847

Public-Non Institutions Poll Postal Ballot (if applicable)

Total 55,420,364 958,847

Total 626,013,006 500,838,980

I Ordinary Resolution

No

% of Votes Polled on No. of Votes - in No. of Votes -outstanding shares favour

(3)=[(2)/ (1))*100

100.IXl

0.00

0.00

100.00 64.31

o.on 000

64.31

1.73 0.(11)

0.0IJ

1.73 80.00

against

4 5

372,457,920

372,457,920

126,462,573 959,640

126,462,573 959,640

950,848 7,999

950,848 7,999 499,871,341 967,639

For HAVELLS lN

Comp

% of Votes in % of Votes against favour on votes on votes polled polled

(6)= ((4)/(2))*100 (7)= [(5)/ (2))*100

100.00 0.00

om 0.1111

O.rKI 0111)

100.00 0.00 99.25 0.75

O.IKI OCXI

O.IXl 0.00

99.25 0.75

99.1 7 0.83

#DJV/0! #DIV/ 0!

0.00 0.00

99.17 0.83 99.81 0.19

9. A ointment of Shri Vivek Mehra IDIN:001013281 as an lnde endent Director of the Com a

Ruolui:lon Rcqulttd : (Ordino.ry / p•rul) Ordinary Resolution

Whe lhcr promolcr/pwrnut.~r gTUup are in1e-re1,1e.d in the agenda/ resolution? No


polled

1 2 (3)=[(2)/ (1))*100 4 5 (6)= [(4)/(2)]*100 (7)= [(5)/(2))*100

E-Voting 372,457,920 llXJCXI 372,457,920 100.011 IJ.11IJ

Promoter and Promoter Group Poll ll.lX) (1,()(1 0.()11

Postal Ballot (if applicable) O.IKI 0.00 0.011

Total 372,457,920 372,457,920 100.00 372,457,920 - 100.00 0.00 E-Voting 127,211,049 64.20 120,088,887 7,122,162 94-40 5 60

Public - Institutions Poll 0.1111 11.00 0.00

Postal Ballot (if applicable) ().()() 0.00 000

Total 198,134,722 127,211,049 64.20 120,088,887 7,122,162 94.40 5.60 E-Voting 958,847 1.73 949,813 9,034 99 06 0_94

Public-Non Institutions _Poll 0.00 ()_()() OJ XI

Postal Ballot (if "Jlplkoblc.) 0.00 CLOO (),IX)

Total 55,420,364 958,847 1.73 949,813 9,034 99.06 0.94

Total 626,013,006 500,627,816 79.97 493,496,620 7,131,196 98.58 1.42

For KAVELLS tNDI

us <Balita Sfianna )f.ntf )f.ssodates Company Secretaries

}lcMress : <F(at :No. 211 pock.ft JI/ 3,

Sector-?, 1?.pfi.ini, :New <Deffu~ Pin Code -110085

'M.o6i(e: 9811381946 IF.-mai[ Id: 6afi~asfi.am1a@9111ai[ com

Consolidated Scrutinizer( s) Report [P11r111a11I lo Seclio11 108 of the Companies A ct, 2013 ~ad with Ride 20 of the Companies (Management and

Admi11istratio11) Rides, 2014 as amended f?y Companies (Management and Administration) Ame11dme11t fuiles, 2015)

T o,

The Chairman

Havells India Limited 904, 9'h Floor, Surya J(jran Buj)ding,

K G Marg, Connaught Place,

New Delhi - 110 001

Dear Sir,

Subject: Consolidated Scrutinizer's Report on Remote E-voting conducted pursuant to the provis ions of Section 108 of the Companies Act, 2013 read with Rule 20 o f

the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 for the

37th Annual General Meeting ofHavells India Limited held on Monday, June 22,

2020 at 10.00 a.m. through video conferencing ('VC')/ other audio visual means

('OAVM').

1. I, Dalika Sharma, Proprietor o f Balika Sharma & Associates, Practising Company Secretary,

had been appointed as the Scrutinizer by the Board of Directors of Havells India Limited

pursuant Lo Section 108 of the Companies Act, 2013 read with the Rule 20 of the

Companies (Management and Administration) Rules, 2014 as amended, to conduct the

remote e-voting process in respect of the below mentioned resolutions proposed at the 37"' Annual General Meeting ("AGM") of Havells India Limited on Monday, June 22 ,2020 at

10.00 a.m . through VC / OA VM.

2. I was also appoin ted as Scrutinizer to scrutinize thee-voting process during the said AGM.

3. The notice dated May 12, 2020, as confirmed by the Company was sent to the shareholders in respect o f the below mentioned resolutions passed at the AGM of the Company

through electronic mode to those Members whose email addresses are available with the

Company/ Depositories, in compliance with the MCA Circular dated May 5, 2020 read

with circulars dated April 8, 2020 and April 13, 2020 (co llectively referred to as "MCA

Circulars") and SEBI Circular dated May 12, 2020.

(JS'T:No.: 07~<PS 9564 'l(JZIF. 9rfem6ersliip :No. 4

us (}3a{i~ Slianna )f.nd )f.ssociates Company Secretaries

}tddress : 'Ffa t Jfo. 211 pockf t Jt / 3, Sector-7, <fyfiini, Jfew (l)e[fii,

Pin Code -110085 :M.o6i{e: 9811387946

<£-mai{ Itf: 6afi&asfianna@gmai[com

4. The Company had availed the e-voting facility offered by National Securities Depository

Llmited ("NSDL") for conducting remote e-voting by the Shareholders of the Company.

5. The shareholders of the company holding shares as on the "cut-off' date of 15th June, 2020, were entitled to vote on the proposed resolutions as set out in Item Nos. 1 to 9 in

the Notice of the 37th AGM of J-Iavclls India Limited.

6. The facility provided for Remote E-voting which commenced on Friday, June 19, 2020 at

8:30 a.m. remained open for 3 days and ended on Sunday, June 21st, 2020 at 5:00 p.m. The

NSDL Remote E-voting facility was blocked thereafter.

The Company had also provided e-voting facility to the shareholders present at the AGM

through VC / OA VM and who had not cast their vote earlier.

7. After the closure of e-voting at the AGM, the report on voting done at the AGM and the

votes cast under remote e-voting facility prior to the AGM were unblocked and were

counted.

8. I have scrutinized and reviewed the remote e-voting prior and during the AGM and votes cast therein based on the data downloaded from the NSDL e-voting system.

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

requirements of the Act and rules relating to remote e-voting prior and during the AGM

on the resolutions contained in the notice of the AGM.

10. I now submit the Consolidated Report as under on the Result of the remote e-voting and

e-voting in respect of the said resolutions.

qS<T:No. : 07)1~PS 9564 'X).Zt£ !Mem6ersfiip :No. 4816, C. P. J(o. 3222

us (Bau~ s hanna )Ina )f.ssociates Company Secretaries

Resolution 1: Ordinary Resolution

)'l.aaress: <£fat No. 211 poc/;J!tJL / J, Sector-7, <R,pli.i11i, New (J)e(li. i,

<Pin Corle -110085 9do6ife: 9811387946

1'£.-mai{ Jtf: 6ali.(<asfiam1a@gmai[com

1. Details of the voting result in respect of Ordinaiy Re5"olution passed for Adoption

of Audited Financial Statements of the Company for the financial year ended 31"

March. 2020. the Reports o f the Board of Directors and Auditors thereon and the Audited onsolidated Financial Statements of the Com Jan for the financial ear

ended 31"' March, 2020 and the Report of Auditors thereon:

Total No. of Shareholders as on cut-off date: 1,59,573

Particulars

a) ToLal votes Received

b) Total no. o f votes with assent for the Resolution

c) Total no. of votes with dissent for the Resolution

% of total votes casted in favour of the Resolution: 99.999%

% of total votes casted against the Resolution: 0.001%

Total

535,964,915

535,964,876

39

2. Details of the voting result in respect o f Ordina,y Resolution passed to confirm the payment of Interim Dividend of Rs. 4 per equity share already paid as the Final

Dividend for the Financial Year 2019-20:


Particulars Total

a) Total votes Received 503,325,003

b) Total no. of votes with assent for the Resolution 503,324,828

c) Total no. of votes with dissent for the Resolution 175

% of total votes casted in favour of the Resolution: 99.999% % o f total votes casted against the Resolution: 0.001%

<;;.5.,.l'No. : 01Jf9rfJf<PS 9564 'KJZP, !Mem6mfiip :/'fo. 1816, C. P. :No. 3222

OS {JJauta S lianna Jf.ntf Jf.ssociates Company Secretaries

Jlddrvn: Pull :}fu. 211 puc~rt Jl / 3, Sector-7, '1{,ofiini, :}few <Delli.i,

Pin Coac -110085 ?rf.obue : 9811387946

T,-mai( Jcf: 6afik,asfi.anna@gmaifcom

3. Details of the voting: result in respect of Ordinary Resolution passed to appoint a

Director in place of Shri T. V. Mohandas Pai (DIN;00042167), retiring by rotation an<l being elig ible, offe ring himself for re-appointment.

Tot;il No. o f Sh;ircho ldcrs ;is on cut-off dMc: 1 ,59,573

Particulars

a) T v lal vvlcs Rcccivcu

b) Total no. of votes with assen t for the Resolution

c) Total no. of votes \vith dissent for the Resolution

% of total vo tes cas ted in favour of the Resolution : 99.56%


T utal

500,931,104

498,739,787 2,191,317

4. D e tails of the voting result in respect o f Ord iiwry R esolution passed to appoint a

Director in place of Shri Puneet Bhatia (DIN: 00143973), who retires by rotation and

being elig ible, offers himself for re-appointment

Total No. of Shareholders as on cut-off elate: 1,59.573

Partic ulars

a) tul v uLes KeceiveJ -- ~

b) T o t!'!! n o. o f votes wi th !'lssent for the Resolution

c) T o tal no. of votes wi th dissent for the Resolution

0/ii of totnl votes cnsted in favour of the Resolution: 88.02% % of total votes casted ae3inst the Resolution: 11.98%

Total

500,931,104

440,941,168

59,989,936

(JS'T:No. : 07)1~PS 9564 'l()ZP, 9'1.em6ersliip :No. 4816, C. P. :No. 3222

us (}3afik,a Sharma )f.ntf )f.ssociates Company Secretaries

jl.aaress .- 'Ffat :No. 211 poc~t;:1. / J, Sector-7, cJ@liini, :New ([)effi1;

Pitt Coae -110085 'M.o6iCc: 9811387946

<E-mai[ Ia: 6afiRasfianr1a@gmai[com

5. D e tailfi o f the voting result in respect o f Ordinary R esolution passed fo r Ratification

of Cost Audito rs' Re mune ra tion

Total No. o f Shareholders as on cut-off date: 1,59,573

Pa rticulars

11) T o tal votes Received

b) T otal no. of votes with assent for the Resolution

c) To tal no. of votes with dissent for the Resolution



6. D e tails o f the votin result in res ect o f S ecia/ A ointme nt o f Shri Ve lla an Subbiah

of the Co mpany for a Second T e rm:

T otal No. of Shareholders as on cut-off date: 1,59,573

Particulars

a) Total votes Received

b) Total no . of votes with assent for the Resolution



% of to tal votes casted against the Resolution: 1.41%

T otal

503,325,003

503,317,169

7,834

Resolution assed for Re

as an Inde endent Director

T o tal

500,627,815

493,578,412

7,049,403

qS't:No. : 07)l~<PS 9564 'l(JZ<E 'Mem6ersfiip J{o. 4816, C. <F. J{o. 3Z22

BS <.BaCi.kg, s Fianna jf.na jf.ssociates Company Secretaries

.Jl_atfress: <F[at :No. 211 pock.j!t}t / 3, Sector-7, <R_pftini, :New <De[fii,

Pi.n Coae -110085 :Mo6i[e : 9811387946

f£ -mai[ Jc!: 6afi.l<,aslian11a@gmai[com

7. Details o f the votinr; result in respect of Ordina,y Resolution passed for Appointment of Shri B Prasad a Rao (DIN: 01705080) as an Independent Director of the Company:


Particulars


6) Total no. of votes with assent for the Resolution




Total

500,838,980

500,319,761

519,219

8. Details of the voting result in respect of Ordina,y Resolution passed for Appointment of Shri Subhash S Mundra (DIN: 00979731) as an Independent Director of the

Company:


Particulars


6) Total no. of votes with assent for the Resolution


% of total votes casted in favour of the Resolution: 99.81% % of total votes casted against the Resolution: 0.19%

Total

500,838,980

499,871,341

967,639

(jst:No. : 07.Jl_~PS 9564 'J(J.Z'E :Mem6ersliip :No. 4816, C. <P. :No. 3222

OS (J3aukg, s Fianna )f.ntf )f.ssociates Company Secretaries

J4aaress: <Ffat Jfo. 211 pockft J4 I 3, Sector-1, <J?.s)liini, ;New <Def/ii,

Pin Code -110085 'M.o6ife: 9811381946

'E-mai[ Jc[; 6afi/iaslian11a@9mai[com

9. Details of the voting: result in respect of Ordinary Resolution passed for Appointment

of Shri Vivek Mehra (DIN: 00101328) as an Independent Director of the Company

T otal N o. o f Shareholders as on cut-off date: 1,59,573

Particulars


b) T otal no. of votes with assent for the Resolution c) T otal no. of vo tes with dissent for the Resolution

% of to tal votes casted in favour of the Resolution: 98.58%


Total

500,627,816

493,496,620

7,131,196

The Registers, all o ther papers and other relevant records relating to remote e-voting and e

voting through VC/OA VM at AGM shall remain in my custody until the Chairman considers,

approves and sign the Minutes o f the aforesaid Annual General Meeting and the same are

handed over to the Company Secretary/ Director authorized by the Board for safe keeping thereafter.

Thanking you,

Yours faithfully ForBalikaS ks

Balika Sharm

Practising Company Secretary C. P. No.: 3222 M.NO. FCS 4816 Peer Review Certific ate No 658/2020

Unique Identification No.S2007DE097200 UDIN: number F004816B000364461 Place: New D elhi

Date: 22.06.2020

<]S<T¾o. : 07.,'A.5\-0l<PS 9564 'l()ZP, Jrlem6ersliip J{o. 4816, C. P. J{o. 3222

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