ANKIT VARLA, & CO. CHARTERED ACCOUNTANTS

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Harriet Brown
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1 ANKT VARLA, & CO CHARTERED ACCOUNTANTS 5, Highway, Commercial Centre Off 0 pate bad, Goregaon (E) Mumbai CONSOLDATED SCRUTNSER'S REPORT Pursuant to Section 08 and 09 of the Companies Act, 203 read with rule 20 and 2 of the Companies (Management and Admin~stration) Rules, 204 To The Chacrperson of the 28'" Annual General Meeting of Equity share holders of BOH ndustries L~mtted held on Tuesday Eeh September 208 at Swagath Bageecha, Bageecha Complex, Marve Road, Malad (West), Mumbai at 300 pm Dear Sir, Mr Ankit Varia, Pracl~sing Chartered Accountant, Proprietor of M/S Ank~t Varia & Co Mumbai, was appointed by the Board of Directors of BDH ndustries Limited ('the Company') as the Scrutin~ser for electronic as well as physical voting process at the 2sth Annual General meeting ('AGM') of the Company held on Tuesday 2Sth September 208 The Company had provided the facility of remote e-voting to all the equity share holders and the facility of voting through physical ballot papers at AGM ('poll') to those equity share holders who have attended AEM in person or by proxy or by authorised representation and have not cast their votes electronically on the resolution(s) contained in the notice of ACM My responsibility as the Scrutiniser for remote e-voting and poli is restricted to ascertaining the voting processes and make Scrutiniser's Report of the votes cast 'in favour' or 'against' the resolutions contained in the notice of AGM The management of the Company is responsible to ensure the compl~ance with the requirements of the Companies Act, 203 and rules made thereunder in respect of resolutions contained in the notice to the AGM of the Company, Further to the above, submit my report as under:- i The Equity share holders of the Company as on the "cut-off" date ie Tuesday, 8h September, 208 were entitled to vote on the resolutions nos to 4 as set out in the notice ii The Remote e-voting period commenced on Saturday 2znd September 208 at 900 am ({ST) and ended on Monday, 24th September, 208 at 500 pm (ST) A-402 JaydevTowen, Charkop Sector 8, Kandivaii (West), Murnbai av@ankitvariacocom / ankitpvaria@grnatlcom Tei :(0): / (0); +?

2 iii On Monday, 24th September 208 after the end of Remote e-voting period, a limited ~nformation report contalnlng folfo number, name and number of shares held etc except votes cast by the members who voted electrontcally was generated from the portai of National Secur~ttes Deposttory Limited 'NSDL') iv After the trme f~xed for closing of the poll by the Chatrman, one separate ballot box kept for polling was locked in my presence with due identification marks placed by me' v The locked ballot box was opened in the presence of two witnesses, Mr Sunil Bhandari and Mr Rajeev Shah who are not in the employment of the Company ('the witnesses') and the polling papers were diligently scrutinised and reconciled with the records maintained by the Company and TSR Darashaw Limited, Registrar and Transfer Agents ('R&Tt) and the authorisations and proxies lodged with the Company vi None of the ballot papers were mutilated The duplicate ballot papers were set aside and not considered for the purpose of this report vir The votes cast through Remote e-voting were subsequently unblocked in the presence of the witnesses who have signed below in the confirmation Sunil Rhandari Rajeev Shah Based on the report of Remote e-voting generated from the portal of NSDL and report of poll generated with the assistance of R&T, the combined result of the voting at AGM is as under:-

3 Ordinary Business: tem No Ordinary Resolution: Adoption of the Audited Financial Statements for the year ended 3" March 208, Reports of the Board of Directors and the Auditors thereon: Voted in favour of the resolution: Voted against the resolution: fipe ~ of vo~ing 96 of tota~ numbember 7 ; voted! votes cast by them -! of valid votes cast* j - Remote E-voting ' 0 : - - Ballot at AGM 0 ; ---? L- &- 0 -! i Total L ---+,3 i 0 ; -", lnvalid votes: -, fype ofvo'tirig " " / N"f+ber of ~~~'g;;;,,,kd!total number of votes cast by ( ' ; them - ' A - 0' i 00 i The resolution was passed with requisire majority

4 tem No 2 Ordinary Resolution: Declaration of dividend on Equity Shares Voted in favour of fhe resolution: Voted against the resolution: -, ~~~;-2 voting voted Number of Members : Total number-uf ' % of total number votes cast by them of valid votes casr'! Remote E-voting nvalid votes: 0 i / 0 Type of voting Number of Membersvoted Total number of votes cast by / "-- -- i them Remote E-voting 0, : 00 -"-- :-- Total *, , The resolution was passed with requisite majority

5 tem No 3 Ordinary Resolution: Re-appointment of Ms Karthika Nair (DN ), who retires by rotation as Director, Voted in favour of the resolution: - -, -- Vuted against the resolution: Type of Voting,,, of % of total number? votescast by them i of valid votes cast* :- Remote E-voting 0 i -- LL- -, + i----- Ballot at AGM,_c_ - Oi - Total! 3: lo! -<- - : nvalid votes: / Type of i Number of Members vdted L Remote E-voting 0: 0 / ~A" : Ballot at AGM : A--^-_ 00, ' The resolution was passed with requisite majority 63

6 tem No 4: Special Business: Ordinam Resolution: Alteration in the main object clause of Memorandum of Association of the Company Voted in favour of the resolution: Type of v Number of Members ;Total numbpr;;f-r% of total numb4 - x o e d botes<zst by fhe=ofvalid voter cart';, - j Remote E-voting 2 2,2,834 + zstloo j -2 l -+ 26,03,893 Total - ---, 49 i - 28,6,729 -" Voted against the resolution: i Type of voting ~~mberof'membefs/ Tot number of totai numb& L"- -LL-&,":/~G~&-,-,,, votescast by -c---- them of valid votes cast* : Remote E-voting - 3' ' Ballot at AGM i 0' -- Total L 3 i _t- o L - la" nvalid votes: i Type of voting Number of Membersvbred : total number of votes cast b? i-"",, i them - A,, -*- Notes: i - oj i - i / olution was passed with requisite majority _ 00 ; _, ) *Percentage beyond 2 decimal points ignored under Rounding off The ballot papers and all other relevant records will be handed over to the Company Secretary in due course of time Date: September 26, 208 Place: Mumbai (Proprietor) Ankir Varia and Co Chartered Accountants Mem No 566

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Company Code POLYCHEM LMTED REGD. OFFCE: 7, JAMSHEDJ TATA ROAD, CHURCHGATE RECLAMATON, MUMBA-400 020. TELEPHONE: 91 22 2282 0048 FAX: 91 22 2285 0606 URL : http://www.polychemltd.com EMAL: polychemltd@kilachand.com