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BASF India Ltd — AGM Information 2020
Aug 7, 2020
61168_rns_2020-08-07_dd90a378-2e0a-4f69-a5ca-0b0fb53c9152.pdf
AGM Information
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BASF India Limited, Mumbai - 400 051, India
August 7, 2020
The Market Operations Department BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001. Name of the Company : BASF India Limited Security Code No. : 500042
Dear Sir/Madam,
Sub: Compliance under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended.
BASF India Limited was held on Thursday, 6[th] August, 2020 at 3.00 p.m. through Video Conferencing/ Other Audio Visual Means, where all the resolutions as set out in the Notice convening the said AGM have been transacted and passed with requisite majority by the members.
In compliance with the requirements of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, we are furnishing herewith the Proceedings of the said AGM.
Please take the above intimation on record and acknowledge receipt of the same.
Thanking you, Yours Faithfully, For BASF India Limited Pradeep Digitally signed by Pradeep Manjunath PANKAJ Digitally signed by PANKAJ R Manjunath Chandan BAHL Date: 2020.08.07 R BAHL Date: 2020.08.07 Chandan 15:53:46 +05'30' 15:52:34 +05'30' Pradeep Chandan Pankaj Bahl Director – Legal, General Counsel (South Asia) Manager- Company Secretarial & Company Secretary
Encl : a.a.
Cc: The Assistant Manager – Listing National Stock Exchange of India Ltd. Exchange Plaza, Plot No.C/1, G Block Bandra – Kurla Complex Bandra (East), Mumbai – 400 051
National Securities Depository Limited (NSDL) Central Depository Services (India) Limited (CDSL)
Registered Office BASF India Limited The Capital, ‘A’ Wing, 1204-C, 12th Floor, Plot No. C-70, ‘G’ Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051, India
Tel +91 22 6278 5600
CIN - L33112MH1943FLC003972
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76[th] ANNUAL GENERAL MEETING OF THE COMPANY
| 76th ANNUAL GENER | AL MEETING OF THE COMPANY | |||
| 1. | (a) CIN | L33112MH1943FLC003972 | ||
| (b) GLN | N.A. | |||
| 2.(b(c) | (a) Name of the Company) Registered office address | BASF India LimitedTheCapital,‘A’wing,1204-C,1 | 2thFloor,a Complex, | |
| E-mail id | Plot No. C-70, ‘G’- Block, Bandra KurlBandra (East), Mumbai- 400051.[email protected] | |||
| 3. Details of the meeting:(i)Day, date, hour of the Annual GeneralMeeting(ii)Venue of the Annual GeneralMeeting:(iii)Whether chairman of the meetingappointed(iv)Number of members attended themeeting(v)Whether the requisite quorum waspresent(vi)Particulars with respect to anyadjournment of meeting and changein venue(vii)Particulars with respect ofpostponement of meeting and changein venue; and | Details of the meeting: |
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Business transacted at the 76[th] Annual General Meeting
The following business / resolutions listed in the Notice convening the 76[th] Annual General Meeting were transacted by remote e-voting and e-voting at the Annual General Meeting;
| Sr. No | Item No. | Result |
|---|---|---|
| Ordinary Business | ||
| 1. | Adoption of Audited Financial Statements, Directors’ Report &Auditors’ Report for the financial year ended 31stMarch, 2020. | Approved by requisitemajority |
| 2. | Declaration of Dividend for financial year 2019-2020. | |
| 3. | Re-appointment of Mr. Dirk Bremm (DIN: 08511847) as aDirector, who retires by rotation. | |
| Special Business | ||
| 4. | Ratification of remuneration payable to M/s. R. Nanabhoy & Co.(Firm Registration No. 000010), Cost Auditors for the financial yearending 31stMarch, 2021. | Approved by requisitemajority |
| 5. | Acquisition of 100% stake in BASF Performance Polyamides IndiaPrivate Limited (formerly known as Rhodia Polymers & SpecialtiesIndia Private Limited)bythe Company |
All the resolutions were Ordinary Resolutions.
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Fair summary of the proceedings of the 76[th] Annual General Meeting
Mr. Pradeep Chandan, Company Secretary welcomed all the shareholders of the Company and gave instructions to them for the smooth functioning of the 76[th] Annual General Meeting (AGM) held through Video Conferencing/ Other Audio-Visual means. Mr. Pradeep Chandan also welcomed Mr. Pradip P. Shah, Chairman and requested him to preside over the AGM.
Mr. Pradip P. Shah, Chairman welcomed all the shareholders and declared that the requisite quorum for the AGM was present and called the Meeting to order. He informed that the AGM was held through Video Conferencing / Other Audio-Visual means in compliance with the Circulars issued by the Ministry of Corporate Affairs, Government of India and Securities and Exchange Board of India. The Company had also provided live webcast of the proceedings of the AGM. He also informed the shareholders that all the Directors of the Company were present at the AGM and requested the Directors to introduce themselves one by one.
Thereafter, Mr. Pradip P. Shah, Chairman informed the shareholders regarding the change in the Board of Directors of the Company. He also informed the shareholders regarding the presence of Statutory Auditor, Internal Auditor, Secretarial Auditor and Cost Auditor in the AGM. He sought the permission of the shareholders to take the Notice dated 10[th] July, 2020 as being read. He also informed the shareholders that the Auditor’s Report did not have any qualification, observation or comments on the financial transactions of the Company. He also sought the permission of the shareholders to take the Auditor’s Report dated 22[nd] May, 2020 as being read.
He informed the shareholders that the necessary documents namely; the Audited Financial Statements, Directors’ Report, Auditors’ Report, Registers, representations received from the Promoters were available for inspection electronically by any shareholder of the Company and the same can be obtained by sending a request to Mr. Pradeep Chandan, Company Secretary. Mr. Pradip P. Shah, Chairman also informed the shareholders that since the AGM was held through Video Conferencing / other Audio-Vidual means, without the physical attendance of the shareholders of the Company, the requirement of appointment of proxy was not applicable.
The Chairman then requested Mr. Narayan Krishnamohan, Managing Director to make a presentation to the shareholders of the Company and authorised him to conduct the remaining proceedings of the AGM, including e- voting, appointment of Scrutinizer, handling questions & answer session, e-voting results and conclusion of the Meeting.
Mr. Narayan Krishnamohan, Managing Director made a presentation to the shareholders on the financial performance and other matters pertaining to the Company.
Thereafter, Mr. Narayan Krishnamohan, Managing Director stated that the Company had provided remote e-voting facility under the provisions of Companies Act, 2013, to its shareholders to cast their votes on the resolutions proposed to be passed at this meeting from Monday, 3[rd] August, 2020 at 9.00 a.m. IST to Wednesday, 5[th] August, 2020 till 5.00 p.m. IST. He also informed that for the benefit of those shareholders who had participated in the meeting and had not exercised their votes through remote e-voting, the facility of e-voting had also been provided at the AGM.
For this purpose, the Managing Director appointed Mr. Hemant Shetye, Partner of HS Associates, Practicing Company Secretary, as the Scrutinizer to scrutinize the remote e-voting and e-voting process.
Thereafter, Mr. Narayan Krishnamohan, Managing Director requested Mr. Pradeep Chandan, Company Secretary to explain the procedure for e-voting at the AGM to enable the shareholders to cast their votes. The Company Secretary explained the e-voting process and requested the shareholders to exercise their votes.
The Managing Director then requested the shareholders who have registered themselves as speaker to comment on the observations / questions on the Annual Report. The shareholders put forth their suggestions / observations / questions which were duly clarified / answered by the Managing Director.
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Mr. Narayan Krishnamohan, Managing Director again requested the shareholders to cast their votes immediately and announced that the consolidated results of the remote e-voting and e-voting at the Annual General Meeting will be declared after the receipt of the Scrutinizer’s Report and the same will be posted on the website of the Company www.basf.com/in and also on the website of NSDL www.evoting.nsdl.com. He further mentioned that a copy of the said results will be submitted to BSE Limited and The National Stock Exchange of India Limited, where the Company’s shares are listed.
Thereafter, Mr. Narayan Krishnamohan, Managing Director declared that the the e-voting period be kept open for 15 minutes to facilitate voting by the shareholders of the Company who have not casted their votes on the resolutions and thereafter Meeting would conclude.
Mr. Pradeep Chandan, Company Secretary thanked all the shareholders for their participation at the 76[th] Annual General Meeting and there being no other business, the meeting ended at 6:09 p.m.