MATRI ASHIS DR. ASIM KUMAR CHATTOPADHYAY

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DR. ASIM KUMAR CHATTOPADHYAY MATRI ASHIS M. COM., Ph.D. (AppI.Eco.), LL.B., F.C.M.A., F.C.S., D.Litt. 10, Kumar Para Lane, Ganges Side, ALAMBAZAR Kolkata-700035 (Near Alambazar Govt.

com SCRUTINIZER S REPORT Report to the Chairman of the Board of Directors of Philips India Limited (CIN: U31902W61930PLC006663), a company incorporated under The Indian Companies Act, 1913 and having

Remote E-Voting as well as Ballot Voting at AGM Venue conducted by the Company to Pass the items on the Agenda as contained in the Notice dated 7th August, 2018. 1.

1 DR. ASIM KUMAR CHATTOPADHYAY MATRI ASHIS M. COM., Ph.D. (AppI.Eco.), LL.B., F.C.M.A., F.C.S., D.Litt. 10, Kumar Para Lane, Ganges Side, ALAMBAZAR Kolkata (Near Alambazar Govt. Quarters) Mobile asimsecygmail.com SCRUTINIZER S REPORT Report to the Chairman of the Board of Directors of Philips India Limited (CIN: U31902W61930PLC006663), a company incorporated under The Indian Companies Act, 1913 and having its Registered Office at 3rd Floor, Tower A, DLF IT Park, 08 Block AF, Major Arterial Road, New Town (Rajarhat),Kolkata ,West-Bengal, India, (hereinafter referred to as the Company ) on the Remote E-Voting as well as Ballot Voting at AGM Venue conducted by the Company to Pass the items on the Agenda as contained in the Notice dated 7th August, In terms of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the provisions of Section 108 of the Companies Act, 2013 read with Rule?0(ix) of the (Companies Management & Administration) Rules, 2014, I have been appointed as Scrutinizer by the Board of Directors of the Company at their meeting held on Th August 2018 to the Remote E-Voting process and Ballot Voting at AGM Venue for passing the items on the Agenda as contained in the Notice dated 7 August on the basis of the Register of Members and the List of beneficiary owners made available by the Depositories viz., National Securities Depository Limited ( NSDL ) and Central Depository Services (India ) Limited ( CDSL ) as on 21 September, 2018, the Cut-off date for the purpose of E-Voting,the company completed duly dispatch of the Notice of E-Voting. 3. In terms of the aforesaid Notice, Remote E-Voting was opened for three days from (9:00 am.) and end on (5:00 p.m.) and the Members were given Option to cast their votes electronically for exercising their voting rights by Assenting or Dissenting the concerned Ordinary / & Special Resolutions in the Notice of the 8gth Annual General Meeting of the company on the E-Voting platform provided by Karvy Computershare Private Limited. 4. As required in the Rules, I unblocked the Remote E-Voting on the platform provided Karvy Computershare Private Limited by on 28th September, 2018 after the completion of the AGM (145pm) in the presence of Two Witnesses as signed below

:2 5. Based on the results made available to me, 7 Members have cast their

submit herewith Annexure I as prescribed by SE RI. I. Witness:7g/( ith 2.

CharfopadhYay Company Secretary C. P. No. 880 (Whole Time) Fcs - 2303 DR.

2 :2 5. Based on the results made available to me, 7 Members have cast their votes on the E-Voting platform and 37 Members by ballot in the AGM, I submit herewith Annexure I as prescribed by SE RI. I. Witness:7g/( ith 2. Witness: (131)r3PPT ki n&.r p A)rp3eteL. A. K. CharfopadhYay Company Secretary C. P. No. 880 (Whole Time) Fcs DR. ASIM KUMAR CHAJTOPADHVAV Practising Company Secretary FCS 2303 CP880 Place: Kolkata Dated : 28th September, 2018

, To - / PHILIPS INDIA LIMITED Date of the AGM/EGM 28-09-2018 Total number of shareholders on record date 26834 No.

of Shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: Not Applicable Public: Not Applicable Resolution No.

and adopt the standalone and consolidated Financial Statements of the Company for the financial year ended March of the Auditors and Directors thereon. Whether promoter! promoter group are.

3 , To - / PHILIPS INDIA LIMITED Date of the AGM/EGM Total number of shareholders on record date No. of shareholders present in the meeting either in person or through proxy: Promoters and Promoter Group: 8 Public: 304 No. of Shareholders attended the meeting through Video Conferencing Promoters and Promoter Group: Not Applicable Public: Not Applicable Resolution No. 31, 2018, including the audited Balance Sheet as at March 31, 2018, the Statement of Profit and Loss for the year ended on that date and the reports 1 (Ordinary/ Special) ORDINARY - receive, consider and adopt the standalone and consolidated Financial Statements of the Company for the financial year ended March of the Auditors and Directors thereon. Whether promoter! promoter group are. Promoter and Promoter Group. % of Votes Polled % of Votes in % of Votes No. of shares held No. of votes 5hares No. of Votes in No. of Votes Mode of Voting (1) (2) (3)=[(2)/(1)j 100 favour (4) against (5) (6)=[(4)/(2)j*100 (7)=[(5)/(2)]* applicable) ,0000 F-Voting Public- Institutions Poll Public- Non Institutions Poll S Total total L

dividend for the financial year ended March 31, 2018. Promoter and Promoter Group.

of shares held No. of votes shares No. of Votes in No.

(6)=j(4)/(2)]100 (7)=[(S)/(2)]*100 E-Voting 42261428 76.

0000 00 0 0.0000 0.0000 10716 6-Voting 0 0.0000 00 0 0.0000 0.0000 109324 4.

4 ... - Poll. Poll To I L Resolution No. 2 (Ordinary/ Special) ORDINARY - Whether promoter/ promoter group are declare dividend for the financial year ended March 31, Promoter and Promoter Group. Public- Institutions. % of Votes Polled % of Votes in % of Votes No. of shares held No. of votes shares No. of Votes in No. of Votes Mode ofvoting (1) (2) (3)[(2)/(1)] 100 favour (4) against(s) (6)=j(4)/(2)]100 (7)=[(S)/(2)]*100 E-Voting , Voting Voting Public- Non Institutions applicable) Total Total

... Poll. Poll in Resolution No. 3 (Ordinary! Special) Whether promoter!

Rajiv Mathur (DIN 06931798), who retires by rotation and being eligible, offers himself for re appointment. Promoter and Promoter Group.

5 ... Poll. Poll in Resolution No. 3 (Ordinary! Special) Whether promoter! promoter group are ORDINARY -To appoint a Director in place of Mr. Rajiv Mathur (DIN ), who retires by rotation and being eligible, offers himself for re appointment. Promoter and Promoter Group. Public- Institutions... Public- Non Institutions 2 Ch % of Votes Polled % of Votes in % of Votes No. of shares held No. of votes shares No. of Votes No. of Votes Mode of Voting (1) (2) (3)=[(2)/(1)J* 100 favour (4) against(s) (6)=[(4)/(2)j*100 (7)=[(5)/(2)) applicabe) E-Voting CD CC Total Total jjv a

.... Poll. Poll Appointment in / I Resolution No. 4 (Ordinary/ Special) ORDINARY - Whether promoter/ promoter group are of Mr.

% of Votes Polled % of Votes in % of Votes No.

of Votes Mode of Voting (1) (2) (3)=[(2)/(1)J* 100 favour (4) against(s) (6)=[(4)/(2)j*100 (7)z[(5)/(2fl100 poll 13028754 23.

6 .... Poll. Poll Appointment in / I Resolution No. 4 (Ordinary/ Special) ORDINARY - Whether promoter/ promoter group are of Mr. Daniel Mazon (DIN ) as a Director Promoter and Promoter Group. Public-Institutions. Public- Non Institutions. % of Votes Polled % of Votes in % of Votes No. of shares held No. of votes shares No. of Votes No. of Votes Mode of Voting (1) (2) (3)=[(2)/(1)J* 100 favour (4) against(s) (6)=[(4)/(2)j*100 (7)z[(5)/(2fl100 poll applicabe) E-Voting , Total total

Appointment 55290242 0 in 2K Resolution No. S (Ordinary/ Special) SPECIAL - Whether promoter/ promoter group are of Mr.

of shares held No- of votes shares No. of Votes No. of Votes Mode of Voting (1) (2) (3)=[(2)/(1)J* 100 favour (4) against (5) (6)=[(4)/(2)j*100 (7)=[(5)/(2)j*100 Promoter and Promoter Group.

7 Appointment in 2K Resolution No. S (Ordinary/ Special) SPECIAL - Whether promoter/ promoter group are of Mr. Daniel Mazon (DIN ) as Vice- Chairman and Managing Director of the Company. % of Votes Polled % of Votes in % of Votes on out5tanding favour on votes against on votes No. of shares held No- of votes shares No. of Votes No. of Votes Mode of Voting (1) (2) (3)=[(2)/(1)J* 100 favour (4) against (5) (6)=[(4)/(2)j*100 (7)=[(5)/(2)j*100 Promoter and Promoter Group Public- Institutions Poll C Total E-Voting Public- Non Institutions Poll applicable) Total Q9$ :.rtflflj955

. Poll Appointment in 4. VS% Resolution No. 6 (Ordinary!

Sudeep Agrawal (DIN 08056132) as a Director.

(6F[(4)/(2)j10D (7):[(5)/(2)j*100 Poll 13028754 23,5643 13028754 Promoter

0000 Public- Institutions 00 0 0.0000 10716 0.0000 E-Voting 0 0.

8 . Poll Appointment in 4. VS% Resolution No. 6 (Ordinary! Special) ORDINARY - Whether promoterf promoter group are of MR. Sudeep Agrawal (DIN ) as a Director. % of Votes Polled % of Votes in % of Votes No. of shares held No. of votes shares No. of Votes No. of Votes Mode olvoting (1) (2) (3)I(2)/(1)i* 100 favour (4) against (5) (6F[(4)/(2)j10D (7):[(5)/(2)j*100 Poll , Promoter and Promoter Group ,.. Poll Public- Institutions E-Voting ,0000 Public- Non Institutions Total S Total

$. Poll Appointment 0 in /\ I Resolution No. 7 (Ordinary! Special) SPECIAL - Whether promoter/ promoter group are interested in the agendaftesolution? Yes of Mr.$ of Votes No- of Votes Mode of Voting (1) (2) (3)=[(2)/(1)] 100 favour (4) against(s) (6)=[(4)/(2)Jt100 (7)=[(5)/(2)1100 55290242 0 0.0000 00 0 0.0000 0.0000 Public- Institutions 10716.

of Votes No- of Votes Mode of Voting (1) (2) (3)=[(2)/(1)] 100 favour (4) against(s) (6)=[(4)/(2)Jt100 (7)=[(5)/(2)1100 55290242 0 0.0000 00 0 0.0000 0.0000 Public- Institutions 10716.

9 . Poll Appointment 0 in /\ I Resolution No. 7 (Ordinary! Special) SPECIAL - Whether promoter/ promoter group are interested in the agendaftesolution? Yes of Mr. Sudeep Agrawal (DIN ) as a Whole-Time Director. Promoter and Promoter Group. % of Votes Polled % of Votes in % of Votes No. of shares held No- of votes shares No. of Votes No- of Votes Mode of Voting (1) (2) (3)=[(2)/(1)] 100 favour (4) against(s) (6)=[(4)/(2)Jt100 (7)=[(5)/(2) Public- Institutions Poll Public- Non Institutions. apphcable) Total Total AtØF4S66

Rajiv Mathur (DIN 06931798). Promoter and Promoter Group, % of Votes Polled % of Votes in % of Votes No.

of Votes Mode of Voting (1) (2) (3)1(2)/(1)] 100 favour (4) against (5) (6)=j(4)/(2)]*100 (7)=I(5)/(2)]*100

10 ., poll Revision / Resolution No. 8 (Ordinary/ Special) SPECIAL - Whether pramoter/ promoter group are in remuneration of Mr. Rajiv Mathur (DIN ). Promoter and Promoter Group, % of Votes Polled % of Votes in % of Votes No. of shares held No. of votes shares No. of Votes in No. of Votes Mode of Voting (1) (2) (3)1(2)/(1)] 100 favour (4) against (5) (6)=j(4)/(2)]*100 (7)=I(5)/(2)]*100 E-Voting , Total jfo Poll Public Institutions Public- 432 Non Institutions Total

... Poll... Poll Approval Executive in Resolution No.

to be paid to the Non Directors. % of Votes Polled % of Votes in % of Votes No.

of Votes Mode of Voting (1) (2) (3)j(2)/(1fl 100 favour (4) against (5) (6)=j(4)/(2)]*100

0000 Institutions 10716 0.0000 E-Voting 0 0.0000 00 0 00000 0.

11 ... Poll... Poll Approval Executive in Resolution No. 9 (Drdinary/ Special) SPECIAL - Whether promoter/ promoter group are for the remuneration to be paid to the Non Directors. % of Votes Polled % of Votes in % of Votes No. of shares held No. of votes shares No. of Votes No. of Votes Mode of Voting (1) (2) (3)j(2)/(1fl 100 favour (4) against (5) (6)=j(4)/(2)]*100 (7)=I(5)/(2)]*100 Promoter and Promoter Group Public Institutions E-Voting Public- Non Institutions applicable) Total Total

% of Votes Polled % of Votes in % of Votes 17 A. K Chattopadhyay - 432 in Company Sorctary C-P. No.

promoter group are Approval_of remuneration Auditors. of Cost Promoter and Promoter Group 55290242 No. of shares held No.

of Mode of Voting (1) (2) (3)=[(2)/(1)J 100 favour (4) against(s) (6)=[(4)/(2)J100 (7)=[(5)/(2)1100.

12 % of Votes Polled % of Votes in % of Votes 17 A. K Chattopadhyay in Company Sorctary C-P. No. SEQ (Whoa Tino Resolution No. 10 Resolution requited: çordinary/ Special) ORDINARY - Whether promoter! promoter group are Approval_of remuneration Auditors. of Cost Promoter and Promoter Group No. of shares held No. of votes shares No. of Votes Votes No. of Mode of Voting (1) (2) (3)=[(2)/(1)J 100 favour (4) against(s) (6)=[(4)/(2)J100 (7)=[(5)/(2) Public- lnstitubons Poll Public- Non Institutions applicable) E-Voting 0 Poll applicable) Total ,

FORM NO. MGT-13 Report of Scrutinizer (Pursuant to rule section 109 of the Companies Act. 2013 and rule 21(2) of the Companies (Mono gement and Administration) Rules. 2014?

Re: 88 Annual General Meeting of the Equity Shareholders of PHILIPS INDIA LIMITED on September 28, 2018 Sir, I, Dr.

13 FORM NO. MGT-13 Report of Scrutinizer (Pursuant to rule section 109 of the Companies Act and rule 21(2) of the Companies (Mono gement and Administration) Rules. 2014? The Chairman PHILIPS INDIA LIMITED 3rd Floor, Tower A, DLF IT Park, 08 Block AF, Major Arterial RoadBlock B, New Town (Rajarhat), Kolkata Re: 88 Annual General Meeting of the Equity Shareholders of PHILIPS INDIA LIMITED on September 28, 2018 Sir, I, Dr. Asim Kumar Chattopadhyay, Practising Company Secretary has been appointed as Scrutinizers for the purpose of the Remote E- Voting as well as Ballot Voting in the AGM Venue for the below mentioned Resolutions at the meeting of the Equity Shareholders of PHILIPS INDIA LIMITED on 28th September My Report is given below: After the closing of the ballot voting, the locked ballot box was subsequently opened in my present. The ballot papers were reconciled with the records maintained by the Company I Registrar and Transfer Agents of the Company and the authorizations! proxies as the case may be lodged with the Company. The ballot papers, which were incomplete and for which were otherwise found defective have been treated as invalid and kept separately. The result of the Ballot Voting in the AGM is as under: Resolutions Number of Number of No of % of valid No of valid % of valid Number of members valid votes valid votes cast votes cast votes cast invalid present and cast by votes cast in favour against against votes voting (in them in favour of the the the person or by of the Resolution Resolution Resolution proxy) Resolution (Ordinary) No. 1 To receive, consider and adopt the standalone and consolidated Financial Statements of the Company for the financial year ended March 31, 2018, including the audited Balance Sheet as at March 31, 2018, the Statement of Profit and Loss for the year ended on that date and the reports of the Auditors and Directors thereon. (Ordinary) No.2 Thdeclare dividend for the :jr C , t -j

SPECIAL BUSINESS: (Ordinary) No.4 Appointment of Mr. Daniel Mazan (DIN 07954025) as a_director (Special) No.

82 0 37 13137229 13029186 9918 108892 0.82 0 37 13137229 13029186 99.18 108892 0.82 0 (Ordinary) No.

13029186 13029186 99.18 99.13 108892 108892 0.82 0.82 0 0 C8056132)as a Wlio Time. Director (Special) No.

9 forlne Remuneration to be pa to the NonExeoj:ive Directors 13137229 13029186 99.18 108892 0.82 0 (Ordinary) No.

14 AppTval. 37 (Ordinary) No.3 To appoint a Direclar in piacemrrajivmathur retires by rotation and being eligible, offers himself for reappointment. SPECIAL BUSINESS: (Ordinary) No.4 Appointment of Mr. Daniel Mazan (DIN ) as a_director (Special) No.5 Appointmentof Mr Daniel Mazon (DIN as Vic&Cn&rrnan aid Managirg Drec:or of me Company (Ordinary) No.6 Appoinhrentcf Mr Sudeep AgaMal (DN ) as a Director (Special) No, 7 Appoinfmentol Mr Suaeep Agaial (DIN C )as a Wlio Time. Director (Special) No.8 Revision in Remuneration of Mr Rav Malhur (DIN C ) (Special) No.9 forlne Remuneration to be pa to the NonExeoj:ive Directors (Ordinary) No.10 Approva of Remuneraton of_cast Auditors The bal(ot papers and all other relevant records were handed over to the Company Secretary for safe keeping. Thanking you, Yours faithfully, [3 / A. K. Chattopadhyay Compan; Sccrctary C. P No. 880 (WhoI,a Time) FCS Dr. Asim Kumar Chattopadhyay Practising Company Secretary FCS-2303, CP-880 Place: Kolkata Dated : 28th September 2018

SCRUTINIZER S REPORT. I am pleased to submit my Scrutinizer's Report which is comprehensive and self-explanatory in all respect.

SCRUTINIZER S REPORT. I am pleased to submit my Scrutinizer's Report which is comprehensive and self-explanatory in all respect. Abhishek Bansal D/2726/2008 SCRUTINIZER S REPORT To The Chairman Federal-Mogul Anand Bearings India Limited 10 th Floor, Paras Twin Towers, Tower B, Golf Course Road, Sector-54, Gurgaon-122002 Dear Sir,