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AGM Statement

7 Jul 2022 07:00

RNS Number : 6527R
Tata Consumer Products Limited
07 July 2022
 

July 7, 2022

 

London stock exchange

10 Paternoster Square

London

EC4M 7LS

United Kingdom

 

Sub: Details of Proceedings, Voting Results and Scrutinizers Report with respect to the 59th Annual General Meeting of the Company held on Monday, June 27, 2022

 

Dear Sir/Madam,

 

We are pleased to submit the summary of Proceedings, Voting Results and Scrutinizers Report of the 59th Annual General Meeting ("AGM") of the Company held on Monday, June 27, 2022, through Video Conferencing and Audio-Visual Means. The AGM commenced at 10.30 a.m. (IST) and concluded at 02:06 p.m. (IST) (including the time allowed for e-voting at the AGM).

 

The Company also facilitated the live webcast of the proceedings of the AGM.

 

1. The Summary of Proceedings are mentioned below as Annexure 1

2. The Voting Result and the Scrutinizers Report can be viewed at : https://www.tataconsumer.com/sites/g/files/gfwrlq316/files/2021-06/TCPL_AGM_Votingresult_Scrutiniser_report_25062021_1.pdf

3. The archive of the webcast of the 59th AGM is made available on the Company's website and can be accessed at: https://www.tataconsumer.com/investors/investor-information/agm/agm-webcast-recording

4. The presentation made by Mr. Sunil D'Souza, Managing Director & CEO of the Company, at the AGM, is also enclosed herewith. It is also uploaded on the website the Company and can be accessed at https://www.tataconsumer.com/sites/g/files/gfwrlq316/files/2022-06/tcpl-agm-presentation-fy-2020-21.pdf.

 

Kindly take the same on your record and acknowledge.

 

Yours Sincerely,

For: TATA CONSUMER PRODUCTS LIMITED

 

 

Neelabja Chakrabarty

Company Secretary

Annexure 1

 

Summary of the Proceedings of the 59th Annual General Meeting ("AGM") of Tata Consumer Products Limited held through Video Conferencing and Audio-Visual Means on Monday, June 27, 2022

 

Meeting Day, Date, and Time: Monday, June 27, 2022, at 10.30 a.m. (IST). The Meeting concluded at 02:06 pm (including the time allowed for e-voting at the AGM and 15 minutes after the proceedings of the AGM was concluded by the Chairman, as declared by the Chairman).

 

Mode: Through Video Conferencing (VC) and Audio-Visual Means (OVM)

 

Chairman: Mr. N. Chandrasekaran, Chairman of the Board, joined the meeting from the Bombay House, 24, Homi Modi Street, Fort, Mumbai, 400001 (hereinafter referred to as "Common Venue") over Video Conference ("VC") and Audio-Visual Mode. He took the Chair in terms of Article 94 of the Articles of Association of the Company.

 

Directors in attendance:

 

Sr. No.

Name of Director

Designation/Committee Position. 

Location

 

1

Dr. K. P. Krishnan

Independent Director, the Chairman of the Audit Committee, and a member of the Corporate Social Responsibility & Sustainability Committee.

Joined over VC from New Delhi

2

Mr. Bharat Puri

Independent Director, the Chairman of the Risk Management Committee, and a member of the Audit Committee and Nomination and Remuneration Committee.

Joined over VC from Mumbai

3

Mr. Siraj Chaudhry

Independent Director, the Chairman of the Stakeholders Relationship Committee and Corporate Social Responsibility & Sustainability Committee, and also a member of the Audit Committee and Risk Management Committee.

Joined over VC from Lucknow

4

Mr. David Crean

 

Additional Director under the Category of Independent Director

Joined over VC from the United Kingdom

5

Mr. P. B. Balaji

Non-Executive (Non-Independent) Director

 

Joined over VC from Mumbai

6

Mr. Sunil D'Souza

Managing Director & CEO

Joined over VC from the Common Venue in Mumbai

7

Mr. L. Krishnakumar

Executive Director & Group CFO

Joined over VC from the Common Venue in Mumbai

 

Ms. Shikha Sharma, Independent Director and the Chairperson of the Nomination and Remuneration Committee, could not attend the meeting due to her other pre-occupations.

 

Chief Operating Officer, Chief Financial Officer, and Company Secretary:

 

Sr. No.

Name

Designation

Location

 

1

Mr. Ajit Krishnakumar

Chief Operating Officer

Joined over VC from the Common Venue in Mumbai

2

Mr. Sivakumar Sivasankaran

Chief Financial Officer

Joined over VC from Bengaluru

3

Mr. Neelabja Chakrabarty

Company Secretary

Joined over VC from the Common Venue in Mumbai

 

The representatives of the Statutory Auditors, Cost Auditors and the Secretarial Auditors were also present through VC from their respective locations. The members of the senior leadership team were also present through VC from their respective locations.

 

Members attending the Meeting: 237 Members were attending the meeting virtually in person / through authorized representatives. In terms of the MCA circulars and SEBI circular, the requirement of appointing proxies was not applicable.

 

Quorum: The requisite quorum as required under Section 103 of the Companies Act, 2013 was present throughout the meeting.

 

After declaring that the requisite quorum for the meeting was present, the Chairman called the Meeting to order. It was announced that the Statutory Registers, as required under the Companies Act, 2013, and the documents that are required to be kept open in terms of the resolutions provided in the AGM Notice, were available for inspection of the Members electronically.

 

With the consent of the Members, the Notice convening the Meeting was taken as received and read. Since, the Auditors' Report on the Financial Statements (Standalone as well as Consolidated) for the year ended March 31, 2022, did not have any qualifications, reservations, observations, adverse remarks or disclaimer, the same was not required to be read.

 

The Chairman made his opening remarks covering the performance of the Company in the financial year 2021-22, highlighting the performances of the India businesses as well as international businesses, subsidiaries, joint ventures, and associate companies, impact on the business due to the pandemic and the recent geopolitical developments, as well as the strategy going forward.

 

This was followed by a presentation made by Mr. Sunil D'Souza, Managing Director & CEO, to the Members covering a brief about the Company, Key Highlights & Financial Performance for the financial year 2021-22, Progress against Strategic Priorities, Business performance - India & International and Awards & Recognitions.

 

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company had provided the remote e-voting facility to the Members in respect of businesses to be transacted at the AGM. The remote e-voting commenced at 9.00 a.m. on Thursday, June 23, 2022, and ended at 5:00 p.m. on Sunday, June 26, 2022. Further, the Company had also provided the facility for e-voting during the AGM on all the resolutions to facilitate the Members who were attending the meeting and had not cast their votes earlier through remote e-voting.

 

The Board of Directors had appointed Dr. Asim Kumar Chattopadhyay, Practicing Company Secretary, as Scrutinizer for scrutinizing the remote e-voting process before the AGM and e-voting during the AGM of the Company, in a fair and transparent manner.

 

The following resolutions as set out in the Notice convening the AGM were put to vote by Remote e-voting and e-voting during the meeting:

Ordinary Business

1) To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022, together with the Reports of the Board of Directors and Auditors thereon. (Ordinary Resolution)

 

2) To receive, consider and adopt the Audited Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended March 31, 2022, together with the Report of the Auditors thereon. (Ordinary Resolution)

 

3) To declare a dividend of Rs. 6.05 per equity share of the face value of Re. 1 each (605%), of the Company for the financial year ended March 31, 2022. (Ordinary Resolution)

 

4) Re-appointment of Mr. P. B. Balaji (DIN 02762983) as Director, who retires by rotation in terms of Section 152(6) of the Companies Act, 2013. (Ordinary Resolution)

 

5) Re-appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as Statutory Auditors of the Company for the second term of 5 years i.e. from the conclusion of this 59th Annual General Meeting until the conclusion of 64th Annual General Meeting to be held in the year 2027 and remuneration payable to them (Ordinary Resolution)

 

Special Business

6) Ratification of remuneration payable to M/s Shome & Banerjee, Cost Accountants (Firm Registration Number 000001), Cost Auditors of the Company for the financial year ending March 31, 2023. (Ordinary Resolution)

 

7) Re-Appointment of Mr. Siraj Chaudhry (DIN 00161853) as an Independent Director of the Company for the second term of 5 years commencing from July 3, 2022, up to July 2, 2027. (Special Resolution)

 

8) Appointment of Mr. David Crean (DIN 09584874) as a Non-Executive, Independent Director of the Company for a term of 5 years commencing from May 4, 2022, up to May 3, 2027 (Special Resolution)

 

9) Approval for keeping and maintaining the registers and other records as required to be maintained by the Company as per Section 88 of the Companies Act, 2013 ("Act") and copies of annual returns filed under Section 92 of the Act and other documents at the Registered Office of the Company and/or the Registrar and Transfer Agent of the Company or such other place where the office of the Registrar and Transfer Agent of the Company is situated from time to time (Special Resolution)

 

 

The Chairman then invited the Members to express their views, make comments and seek clarifications on the operations and financial performance of the Company and on the resolutions set out in the Notice of the AGM. The Members were given an opportunity to speak in the order in which they had registered their names. After giving sufficient time to all Members who wished to speak, the Chairman replied to the queries raised by the Members.

 

The Chairman authorized the Company Secretary to conduct the e-voting process and conclude the meeting. The Chairman had authorized the Company Secretary to accept, acknowledge and countersign the Scrutinizers report in connection with the AGM and declare the results of the e-voting in accordance with the requirements prescribed under the Companies Act, 2013 and other applicable laws.

 

The Chairman stated that the consolidated results of the remote e-voting and e-voting at the AGM venue would be announced within 2 working days of the conclusion of the meeting and the results along with the Scrutinizer's Report would be intimated to the Stock Exchanges in terms of the Listing Regulations and would be placed on the website of the Company and National Securities Depository Limited (NSDL), and would also be displayed at the Registered Office of the Company.

The Chairman then thanked the Members for their continued support and for attending and participating in the meeting. He also thanked the Directors for joining the meeting virtually. The e-voting facility was kept open for the next 15 minutes to enable the Members to cast their votes. Upon completion of the e-voting process, the Company Secretary declared the meeting closed.

 

The Voting results pursuant to Regulation 44(3) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and Report of the Scrutinizer, pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 will be submitted in due course.

 

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END
 
 
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