•;+-:•■ DCM SHRIRAM DCM SHRIRAM INDUSTRIES LTD.

'KANCHENJUNGN, 18, BARAKHAMBA ROAD, NEW DELHI-110001, INDIA.

Declaration of Results of the voting on the Resolutions placed before the Annual General Meeting of the Company

held on 11.8.2018 through e-voting & poll at the AGM

Pursuant to Section 108 & 109 of the Companies Act, 2013 and Rule 20 & 21 of the

Companies (Management and Administration) Rules, 2014, approval of the

shareholders of the Company was sought to seven ordinary resolutions placed

before the Annual General Meeting of the Company held on 11.08.2018 through e-

voting & poll.

The Scrutiniser's Report dated 11.08.2018 on e-voting & poll taken at the AGM is

annexed herewith.

"---"41cAreivv Based on the above, I declare all the 5i* resolutions proposed in the AGM Notice

dated 29.05.2018 as passed with overwhelming majority.

4a) Tilak Dhar Chairman

Place: New Delhi Dated: August 11, 2018

TEL: 237593000 FAX : (011) 23315424 /23350765 0 E-mail : dsiI@dcmsr.com 0 POST BOX No. 205 0 VISIT US AT: http://www.demsr.com CIN : L74899DL1989PLCO35140

OS Swaran Jain Eis Associates Company Secretaries

Office : 52/31, Ramjas Road, Karol Bagh, New Delhi-110 005

CONSOLIDATED SCRUTINIZER'S REPORT (E-VOTING & POLL) [Pursuant to Sections 108 & 109 of the Companies Act, 2013 and Rules 20 & 21

of the Companies (Management and Administration) Rules, 2014]

To,

The Chairman, 27th Annual General Meeting of the Equity Shareholders of DCM Shriram Industries Ltd., held on Aug 11, 2018 at 10:00AM at Kamani Auditorium, 1, Copernicus Marg, New Delhi - 110001

Dear Sir,

I, Swaran Kumar Jain, Practicing Company Secretary, (C.P. No. 4906), has been appointed by the Board of Directors of the Company in its meeting held on 29.05.2018, as Scrutinizer for the purpose of scrutinizing the e-voting and poll processes and results in a fair and transparent manner and ascertaining the requisite majority as per the provisions of Sections 108 & 109 of the Companies Act, 2013 and Rules 20 & 21 of the Companies (Management and Administration) Rules, 2014, on the below mentioned Resolutions before the 27th Annual General Meeting of the Equity Shareholders of DCM Shriram Industries Ltd. held on August 11, 2018. I accordingly submit my Report as under:

1. The e-voting period remained open from 7th August, 2018 (10.00 AM) to 10th August, 2018 (5.00 PM).

2. The shareholders holding shares as on the cut off date i.e. July 31, 2018 were entitled to vote on the proposed resolutions (Item no.1 to 7) as set out in the Notice of 27th AGM of the Company held on Aug 11, 2018 10:00AM.

3. The total paid up equity share capital of the Company as on 31st July, 2018 was Rs. 17,39,84,370 (Rupees Seventeen Crore thirty nine lakh eighty four thousand three hundred seventy only) divided into 1,73,98,437 equity shares of Rs.10 (Rupees Ten) each.

4. The Chairman at the end of the proceedings, ordered poll on all resolutions before the AGM as per Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014.

I r6 4z. Se's>7

D-38, Office No. 4, 2nd Floor, Acharaya Niketan, Mayur Vihar-i, Delhi-110091 Tel. 011-22751860 E-mail • swaran234@hotmail.com , fcs.swaranjain@gmail.com

5. An empty ballot box was inspected, locked and sealed by me prior to commencement of the poll.

6. After the time fixed for closing of the poll by the Chairman, I had sealed the top of the box and placed due identification mark thereon.

7. The locked ballot box was subsequently opened by me and poll papers were diligently scrutinized. The poll papers were reconciled with the records maintained by the Company and the authorizations/ proxies lodged with the Company. Thereafter the votes were counted.

8. No poll paper was found incomplete and/or otherwise found defective.

9. After conclusion of the voting at the AGM, the votes cast through remote e-voting were unblocked in the presence of 2 witnesses, Mr. Lucky Khatri, R/o. Building No.6, Near Amity International School, Mayur Vihar Phase I, New Delhi — 110 091 and Mr. Y.K. Gupta, R/o.74-C, PD Block, Pitampura, Delhi-110088, who were not in the employment of the Company. They have signed below in confirmation of the votes being unblocked in their presence.

( Lucky Khatri )

( Y.K. Gupta )

10. The consolidated result of poll & e -voting are as under:

a) Resolution (ordinary) no.1: Adoption of Annual Financial Statements (Standalone and Consolidated) for the year ended 31st March, 2018.

Particulars Poll E-voting Sub-total

No. of No. of No. of No. of No. of No. of %age of

members ; votes Members votes Members equity Votes• . i shares i ["FOR" 711 468149 51 9459957 122 9928106 1001

- 1"AGAI NST" 1 102 2 32 3 134 .

1 1 LTotal 72 468251 53. 9459989 125 99282401 1001 1.

_i , Invalid votes - H -, - -.

I ,

Therefore, the Resolution is approved with requisite majority.

&

2

FCS 3 36 „Ct

Sec"

5'11 9459976 122 99281251 100

2

53 9459989 125

13

99282401 100

-

-. - - - I

"FOR"

71 4681491

"AGAINST"

1 102

Total

72I 468251

'Invalid votes

b) Resolution (ordinary) no. 2: Declaration of Dividend on equity shares

Particulars Poll

I No. of votes

E-voting Sub-total

No. of members

No. of Members

No. of votes

No. of Members

123

No. of equity shares

%age of Votes

FOR

I"AGAINST"

71 468149 52 79459987 9928136 100

' 1 102 1 2 2 104 --

Total 72 468251 53 9459989 125 9928240 100

Invalid votes . - -

Therefore, the Resolution is approved with requisite majority.

c) Resolution (ordinary) no. 3: Appointment of Director in place of Mr. Shri K.N. Rao, (DIN: 06730043) who retires by rotation and, being eligible, offers himself for re-appointment.

Particulars Poll . E-voting Sub-total

1 No. of

members

71

No. of votes

No. of Members

1 No. of i No. of IN°. of equity %age of votes ;Members I shares Votes

1 I "FOR" 468149 50

3

94599461 121 9928095 100

"AGAINST" 1 102

468251

43 ' 4 145

Total 72 53 i i -

9459989

-

125 9928240 l 100

. Invalid votes _ - -

Therefore, the Resolution is approved with requisite majority.

d) Resolution (ordinary) no. 4: Ratification of remuneration to Cost Auditors 2018-19.

- Particulars Poll E-voting Sub-total

No. of No. of No. of No. of No. of No. of equity %age of members votes . Members votes Members shares Votes

Therefore, the Resolution is approved with requisite majority.

NSW ,q , '144 Q;) (E,

c. S32 6 c.,7

Secce°

e) Resolution (ordinary) no. 5: Reappointment of Shri Alok B. Shriram, Vice Chairman & Dy. Managing Director (DIN: 00203808).

Particulars Poll E-voting

No. of members

No. of votes

No. of Members

No. of votes

"FOR" 71 4681491 50 9459946

"AGAINST' 1 102 .3 43

Total 72 1 4682511 53 9459989

Invalid votes

Sub-total

No. of No. of %age of

Members equity Votes shares

121 9928095 100

4 145 --

125 9928240 100

Therefore, the Resolution is approved with requisite majority.

f) Resolution (ordinary) no.6: Reappointment of Shri Tilak Dhar, Chairman & Managing Director (DIN: 00204912).

Particulars I Poll r

No. of members'

, 1 No. of

votes

E-voting

No. of Members

No of votes

"FOR" 71 468149 50 9459946

"AGAINST' 1 102

468251

3 , 43

Total 72 53 9459989

Invalid votes -

Sub-total

No. of Members

No. of equity shares

%age of Votes

121 9928095 100

4 145 --

125 9928240 100

Therefore, the Resolution is approved with requisite majority.

g) Resolution (ordinary) no. 7: Reappointment of Shri Madhav B. Shriram, Dy. Managing Director, (DIN: 00203521).

F Particulars Poll

I--

No. of votes

468149

E-voting Sub-total

%age of Votes

No. of members

No. of Members

50

No. of votes

9459946

No. of Members

121 1

No. of equity shares

FOR 711 9928095 100

"AGAINST" 1 102 3 43 4 145

9928240

--

Total 72 468251 53 9459989 125 1001

Invalid votes

Therefore, the Resolution is approved with requisite majority.

401 0-1*

°r7.1, SeC‘

11.A list of equity shareholders who voted "FOR" / "AGAINST" for each resolution is enclosed.

12.The poll papers and other relevant records were sealed and handed over by me to the Chairman for safe keeping by Company Secretary.

13.The relevant records relating to e-voting shall remain in my safe custody until the Chairman considers, approves and sign the Minutes of the aforesaid Annual General Meeting and the same shall be handed over to the Company Secretary for safe keeping thereafter.

Thanking you, --y-Qurs faithfully, .,„

* CP No 4906 * FCS 3236 ;

Se04

(Swaran Kumar Jain) Scrutinizer Practicing Company Secretary CP No: 4906 FCS: 3236

rman

New Delhi Date: August 11, 2018

5