Castrol India : Scrutinizer’s Report pdf / 1.5 MB

Combined Report of Scrutinizer on

Remote E-Voting and

Electronic Voting by Members During the 43rd Annual General Meeting of

Castrol India Limited

(L23200MH1979PLC021359)

Held on Friday, 30 April 2021 at 3.00 p.m. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM")

Scrutinizer:

K.G.Saraf

Saraf and Associates

(Company Secretaries)

423 Hind Rajasthan Building,

95 Dadasaheb Phalke Road,

Dadar East, Mumbai 400022

Ph - 022-24130371/24153887 Mob - 9820320072/ 9773393877 E-mail - [e-mail] - www.sarafandassociates.com

01.05.2021

To,

The Chairman.

Castrol India Limited.

Technopolis Knowledge Park,

Mahakali Caves Road,

Andheri (East),

Maharashtra,

Mumbai 400093.

Ref : 43rd Annual General Meeting of the members of CASTROL INDIA LIMITED held on Friday, 30 April 2021 at 3.00 p.m. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM")

Dear Sir,

I, K.G.Saraf, Practicing Company Secretary, Proprietor of Saraf and Associates Company Secretaries, Mumbai, was appointed as the Scrutinizer by the Board of Directors of CASTROL INDIA LIMITED in their meeting held on Monday, 1st February, 2021 for the purpose of scrutinizing e-voting process (remote e-voting) and electronic voting (e-voting) during the AGM pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 & 21 of the Companies (Management and Administration) Rules, 2014 (Amendment Rules, 2015) on the Resolutions contained in the Notice of the 43rd AGM of the members of the Company held on Friday, 30 April 2021 at 3.00 p.m. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM").

The compliance with the provisions of the Companies Act, 2013 and the Rules made thereunder relating to voting through electronic means (by remote e-voting) and electronic voting (e-voting) during the AGM by the shareholders on the resolutions proposed in the Notice of the 43rd Annual General Meeting of the Company is the responsibility of the management. My responsibility as a Scrutinizer is to ensure that the voting process both through e-voting (remote e-voting) and by electronic voting (e-voting) during the AGM are conducted in a fair and transparent manner and to issue a consolidated Scrutinizer's Report of the total votes cast in favour or against if any on the resolutions, to the Chairman of the Company.

Saraf and Associates (Company Secretaries) 2021

The Notice dated 23rd March, 2021 as was sent to the shareholders in respect of the below mentioned resolutions passed at the AGM of the Company through electronic mode whose email addresses are registered with the Company / Depositories, in compliance with the MCA Circular dated January 13, 2021 read with MCA circular dated May 5, 2020, April 8, 2020, April 13, 2020 and SEBI Circular dated January 15, 2021 read with SEBI circular dated May 12, 2020.

Remote E-voting and Electronic voting during the AGM

• The e-voting facility both for e-voting prior to the AGM (remote e-voting) and Electronic voting during the AGM (e-voting) was provided by Central Depository Services (India) Limited (CDSL)
• The Shareholders of the Company holding shares as on the "cutoff" date 23 April 2021 were entitled to vote on the proposed resolutions as set out at Item No's. 1 to 6 in the Notice of the AGM of Castrol India Limited.
• The voting period for remote E-voting remained open from 9.00 a.m. (IST) on 26 April 2021 to 5.00 p.m. (IST) on 29 April 2021 and the Central Depository Services (India) Limited (CDSL) e-voting platform was blocked thereafter.
• The Company had also provided Electronic voting facility to the shareholders attending the AGM through VC / OAVM and who had not cast their vote earlier.
• After the closure of Electronic voting at the AGM, the report on voting done during the AGM and the Votes cast under remote e-voting facility prior to the AGM were both unblocked and downloaded from the E-voting website of Central Depository Services (India) Limited (CDSL).
• Based on data downloaded from the E-voting website of Central Depository Services (India) Limited (CDSL) pertaining to the Electronic voting done during the AGM and the Votes cast under remote e-voting facility prior to the AGM, I now submit a combined Scrutinizers report as under:

• Scrutinizer's Combined Report on Remote E-Voting and E-Voting during the AGM of Castrol India Limited.

Saraf and Associates (Company Secretaries) 2021

Item No 1. To receive, consider and adopt the audited financial statements for the financial year ended 31 December 2020 and the reports of the Board of Directors and the statutory auditor thereon. (Ordinary Resolution)

Remote E-Voting.

	Particulars		Number of Members	Number of Equity Shares
			who voted	(N.V of Rs.5/- Each)
	Total Votes received by Electronic means	315	74,91,96,637
	Less: Total Number of Invalid Votes	1	4,41,600
	Total Number of Valid Votes (A)		314	74,87,55,037
		E-Voting during the AGM
	Particulars		Number of Members	Number of Equity Shares
			who voted	(N.V of Rs.5/- Each)
	Total Votes received by Electronic means	13	44,867
	Less: Total Number of Invalid Votes	0	0
	Total Number of Valid Votes (B)		13	44,867
	Remote E-Voting and E-Voting during the AGM (Combined)
	Particulars		Number of Members	Number of Equity Shares
			who voted / Polled	(N.V of Rs.5/- Each)
	Total Votes received by Remote E-Voting and E-	328	74,92,41,504
	Voting during the AGM (Combined)
	Less: Total Number of Invalid Votes	1	4,41,600
	Total Number of Valid Votes (A+B)	327	74,87,99,904
	1. Voted in Favour of the resolution:
	Mode of Voting	Number of Members	Number of Equity	% of Total Number of
		who voted	Shares	Valid Votes Cast.
	Remote E- voting	310	74,87,54,091	99.9999
	E-Voting during the AGM	13	44,867	100.0000
	Combined	323	74,87,98,958	99.9999
	2. Voted in Against the resolution:
	Mode of Voting	Number of Members	Number of Equity	% of Total Number of
		who voted	Shares	Valid Votes Cast.
	Remote E- voting	4	946	0.0001
	E-Voting during the AGM	0	0	0.0000
	Combined	4	946	0.0001
	3. Invalid Votes
		Remote E-Voting.
	Reason for Invalidation		Number of Votes	Number of Shares
	Board Resolution/Power of Attorney/Authority letter	1	4,41,600
	not Received
	Total (I)		1	4,41,600
		E-Voting at the AGM
	Board Resolution/Power of Attorney/Authority letter	0	0
	not Received
	Total (II)		0	0
	Total (Combined) (I+II)		1	4,41,600

• Scrutinizer's Combined Report on Remote E-Voting and E-Voting during the AGM of Castrol India Limited.

Saraf and Associates (Company Secretaries) 2021

Item No 2. To declare a final dividend on equity shares for the financial year ended 31 December 2020. (Ordinary Resolution)

Remote E-Voting.

	Particulars		Number of Members	Number of Equity Shares
			who voted	(N.V of Rs.5/- Each)
	Total Votes received by Electronic means	323	74,94,27,496
	Less: Total Number of Invalid Votes	1	4,41,600
	Total Number of Valid Votes (A)		322	74,89,85,896
		E-Voting during the AGM
	Particulars		Number of Members	Number of Equity Shares
			who voted	(N.V of Rs.5/- Each)
	Total Votes received by Electronic means	13	44,867
	Less: Total Number of Invalid Votes	0	0
	Total Number of Valid Votes (B)		13	44,867
	Remote E-Voting and E-Voting during the AGM (Combined)
	Particulars		Number of Members	Number of Equity Shares
			who voted	(N.V of Rs.5/- Each)
	Total Votes received by Remote E-Voting and E-	336	74,94,72,363
	Voting during the AGM (Combined)
	Less: Total Number of Invalid Votes	1	4,41,600
	Total Number of Valid Votes (A+B)	335	74,90,30,763
	1. Voted in Favour of the resolution:
	Mode of Voting	Number of Members	Number of Equity	% of Total Number of
		who voted	Shares	Valid Votes Cast.
	Remote E- voting	321	74,89,85,096	99.9999
	E-Voting during the AGM	13	44,867	100.0000
	Combined	334	74,90,29,963	99.9999
	2. Voted in Against the resolution:
	Mode of Voting	Number of Members	Number of Equity	% of Total Number of
		who voted	Shares	Valid Votes Cast.
	Remote E- voting	1	800	0.0001
	E-Voting during the AGM	0	0	0.0000
	Combined	1	800	0.0001
	3. Invalid Votes
		Remote E-Voting.
	Reason for Invalidation		Number of Votes	Number of Shares
	Board Resolution/Power of Attorney/Authority letter	1	4,41,600
	not Received
	Total (I)		1	4,41,600
		E-Voting at the AGM
	Board Resolution/Power of Attorney/Authority letter	0	0
	not Received
	Total (II)		0	0
	Total (Combined) (I+II)		1	4,41,600

• Scrutinizer's Combined Report on Remote E-Voting and E-Voting during the AGM of Castrol India Limited.