BF Utilities Ltd. — AGM Information 2021

Jan 14, 2021

BF UTILITIES

CIN:L40108PN2000PLC015323

SECT/NSE/BSE/ January 14, 2021

National Stock Exchange of India Ltd. Exchange Plaza, Bandra-Kurla Complex Sandra (E), Mumbai - 400 051 Mumbai - 400 001. SYMBOL- BFUTILITIE Scrip Code - 532430

Bombay Stock Exchange Ltd. Phiroze Jeejeebhoy Tower Dalal Street,

Dear Sir,

Sub:- Minutes of the 20th Annual General Meeting

We are sending herewith copy of the Minutes of the 20th Annual General Meeting of BF Utilities Ltd. held on Wednesday, 30th December, 2020 through Video· Conference (VC) / Other Audio Visual Means (OAVM) facility.

Thanking You,

Yours Faithfully, For BF Utilities Limited

B. S. Mitkari Company Secretary

Encls - as above.

KALYANI GROUP COMPANY

BF UTILITIES LIMITED, MUNDHWA, PUNE CANTONMENT, PUNE 411 036, MAHARASHTRA, INDIA P Website : www.bfutilities.com

Phone: +91.020-26725257 Emaa:Secretarial@bfutilities.com

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__ HELD AT	QN	______ TJME	______	,
MINUTES OF THE TWENTIETH ANNUAL GENERAL MEETING OF THE MEMBERS OF BF UTILITIES LIMITED HELD ON WEDNESDAY, THE 30TH DAY OF DECEMBER, 0 P.M. HELD THROUGH VIDEO CONFERENCE ("VC") / OTHER AUDIO VISUAL MEANS ("OAVM") FACILITY.		2020 AT 11.30 A. M. AND CONCLUDED AT 12.10
PRESENT:
MR. B. N. KAL YANI 1.	CHAIRMAN AND MEMBER
2. MR. A. B. KALYANI	DIRECTOR.
MR. B. B. HATTARKI 3.	blRECTOR
4. MS. A. A. SATHE	DIRECTOR
MR. S. K. ADIVAREKAR 5.	DIRECTOR
6. MR. B. S. MITKARI		DIRECTOR, CEO/CFO & Company Secretary
total 38 Members as recorded in the VC system.
Statutory Auditors : Mr. C. K. Joshi, of Mis. Joshi Apte & Co., Chartered Accountant
Scrutinizer : Mr. Sridhar Mudaliar, of SVD & Associates, Company Secretaries. All the above Directors, Members, Auditors and Scrutinizers attended on VC System
Mr. B. S. Mitkari, Company Secretary welcomed the members and briefed the members about participation and voting at the meeting through VC / OAVM and confirmed that the requisite quorum is present for the meeting.
He also informed that the remote e-Voting facility was provided to the members from 27th December to 29th December, 2020. The members who have not voted earlier can cast their votes now and this e-Voting facility will remain open for 15 minutes after th_e conclusion of this meeting.
After that Mr. B. N. Kalyani Chairman of the Company chaired the meeting. The Chairman welcomed the members and as the requisite quorum was present, called the meeting in order. All the Directors were present, The Directors present, introduced themselves.
The Chairman informed that the Statutory Auditors, Secretarial Auditors, CEO/CFO and Company Secretary are also participating in the AGM through Video Conferencing from their respective locations.
		CHAIRMAN'S INITIALS

HELDAT _______________ QN ______ TJME _____ _

The Chairman informed that due to spread of COVID-19 and social distancing norms, the AGM is held throughVC / OAVM, which is in compliance with the directions issued by Ministry of Corporate Affairs and SEBI. Since this AGM is being held through Video Conferencing without physical attendance of Members at a common venue, the requirement of appointing proxies by the Members . is not applicable. The Registers and documents referred to in the AGM Notice were available for inspection of the members on the Company's website. ·

With the permission· of the members, Notice of the AGM was taken as read.· Since there were no audit qualifications by Statutory Auditors, with the permission of the members, Auditor's Report was taken as read. The Chairman informed that Secretarial Audit Report is attached to the 201h Annual Report.

The Chairman then delivered the speech.

The Members who registered themselves as "Speakers" spoke during the meeting and sought some clarifications. The same were duly replied by Chairman. The Chairman p,roceeded with the resolutions, set out at Sr. No.1 to 3 in the Notice of AGM dated November 12, 2020

The Chairman informed that the members who have not casted their votes through Remote e-Voting can exercise their votes at the AGM and the e-Voting facility ·will remain open for 15 minutes after conclusion of the meeting and will be disabled thereafter.

The members were informed that Mr. Sridhar Mudaliar, Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the votes cast through remote e-Voting and at this meeting. The Chairman authorised Company Secretary to declare the results of e-Voting on receipt of Scrutinizer's Report within 48 {forty eight) hours of conclusion of the meeting and the same shall be forwarded to the Stock Exchanges and also uploaded on the Company's website and. on the website of NSDL.

There being no business, Chairman concluded the meeting with a vote of thanks to the Directors and members present for attending the AGM.

The meeting concluded at 12.10 p.m. (including the time allowed fore-voting at theAGM}

The Company Secretary on receipt of the Scrutiriizer's Report, summarized the votes cast "in favour of' or "against" the resolutions as stated below, based on the reports generated from the e-voting system provided by National Securities Depository Limited.

CHAIRMAN'.S INITIALS

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1

HELD AT		____			______ QN		TIME	______
1.
	To consider and adopt
	a) the Audited Financial Statements of the Company for the financial year ended 31st March, 2020
	and the Reports of the Board ofDirectors and Auditors thereon.
	b) the Audited Consolidated Financial Statements of the Company for the financial year ended
		31st March, 2020 and the Report of the Auditors thereon.
	Resolution Required				Ordinary Resolution
		Whether promoter/promoter group are interested in the agenda/resolution ?			No
Result					Passed with Requisite Majority
	Category Mode of
	Voting			%of Vote!			% of Votes
				Polled on				No.of in favour % of Votes
		No.of shares held . polled			No. of vote! putstandir ~o- of Vote, Votes- on votes against on
		[1]	[2]	(3]={12]/[J	g shares -in favour IA.gains [4]	[5]	polled	votes pollec
				]}*100			]}*100	(6]={14]/(; (7]={[5]/(2] *100
Promot	E-Voting	21090015	20056777	95.1008	20056777		0 100.0000	0.0000
er and	Poll		0	0.0000	0	0	0.0000	0.0000
Promot	Postal
er	Ballot		0	0.0000	0	0	0.0000	0.0000
Group	Total		20056777	95.1008	20056777		0 100.0000	0.0000
	E-Voting		0	0.0000	0	0	0.0000	0.0000
Public	Poll		0	0.0000	0	0	0.0000	0.0000
lnstituti	Postal	139914
ons	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		0	0.0000	0	0	· 0.0000	0.0000
Public	E-Voting		1605582	9.7677	1605482	100	99.9938	0.0062
Non	Poll		0	0.0000	0	0	0.0000	0.0000
lnstituti	Postal	16437699
ons	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		1605582	9.7677	1605482	100	99.9938	0.0062
Total		37667628	21662359	57.5092	21662259	100	99.9995	0.0005

In view of the above voting results, the following resolution was considered as passed with requisite majority as an Ordinary Resolution :

"RESOLVED THAT the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31'1 March, 2020 together with schedules and notes and the Directors' Report and Auditors' Report attached thereto be and the same are hereby approved and adopted"

CHAIRMAN'S INITIALS

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CHAIRMAN'S INITIALS

HELDAT _____________ · ___ QN ______ TIME _____ _

2.

Appointment of Mr. B. N. Kalyani, (DIN : 0089380) as a Director, who retires by rotation, and being eligible, offers himself for re-appointment
	Resolution Required				Ordinary Resolution
	Whether promoter/promoter group are interested in the agenda/resolution?		Yes
Result			Passed with Requisite Majority
Mode of Category				16 of Votes				%of Votes %of Votes
	Voting			Polled on				No. of in favour against on
		No. of	No. of votes outstandir No. of Vote Votes- ·on votes					votes
		shares held	polled		g shares -in favour Agains1		polled	polled
		[1]	[2]	[3]={12]/[1 ]}*100	[4]	[5]	]}*100	[6]={14]/[2 [7]={15]/[2 . ]}*100
Promot	E-Voting		20049565	95.0666	20049565		0 100.0000	0.0000
er and	Poll	21090015	0	0.0000	0	0	0.0000	0.0000
Promot	Postal
er	Ballot		0	0.0000	0	0	0.0000	0.0000
Group	Total		20049565	95.0666	20049565		0 100.0000	0.0000
	E-Voting		0	0.0000	0	0	0.0000	0.0000
Public	Poll		0	0.0000	0	0	0.0000	0.0000
lnstituti	Postal	139914
ons	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		0	0.0000	0	0	0.0000	0.0000
Public	E-Voting		1605582	9.7677	1605482	100	99.9938	0.0062
Non	Poll		0	0.0000	0	0	0.0000	0.0000
lnstituti	Postal	16437699
ans	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		1605582	9.7677	1605482	100	99.9938	0.0062
Total		37667628	21655147	57.4901	21655047		100 I 99.9995	0.0005

In view of the above voting results, the following resolution was considered as passed with requisite majority as an Ordinary Resolution :

"RESOLVED THAT Mr. B. N. Kalyani (DIN : 00089380), Director of the Company, who retires by rotation and being eligible, be and is hereby reappointed as a Director of the Company, liable to retire by rotation."

HELD AT _______________ QN ______ TJME _____ _

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3.
		To appoint Ms. Aarti A. Sathe (DIN: 06925030) as a Non-Executive Independent Director
	Resolution Required				Special Resolution
		Whether promoter/promoter group are
		interested in the agenda/resolution 7		No
Result						Passed with Requisite Majority
Category_	Mode of Voting			% of Votes				· % of Votes %of Votes
				Polled on			No.of in favour against on
		No.of			No. of votes outstandi No. of Vote, Votes- on votes			votes
		shares held	polled		ng shares -in favour Against		polled	polled
		[1]	[2]	[3]={[2]/[1	[4]	[5]		[6]={[4]/[2 [7]={[5]/[2
				]}*100			]}*100	]}*100
Promot	E-Voting		200S6777	95,1008	20056777	0	100.000(	0.0000
er and	Poll	21090015	0	0.0000	0	0	0.0000	0.0000
Promot	Postal
er Group	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		20056777	95.1008	20056777	0	100.000(	··0.0000
	E-Voting	139914	0	0.0000	0	0	0.0000	0.0000
Public	Poll		0	0.0000	0	0	0.0000	0.0000
lnstituti ans	Postal
	Ballot		0	0.0000	0	0	0.0000	0.0000
	Total		0	0.0000	0	0	0.0000	0.0000
Public	E-Voting		160S582	9.7677	1605482	100	99.9938	0.0062
Non	Poll	16437699	0	0.0000	0	0	0.0000	0.0000
lnstituti	Postal Ballot		0	0.0000	0
ons	Total		1605582	9.7677	1605482	0 100	0.0000 99.9938	0.0000 0.0062
Total		37667628	21662359	57.5092	21662259	100	99.9995	0.0005

In view of the above voting results, the following resolution was considered as passed with requisite majority as a Special Resolution :

"RESOLVED THAT pursuant to the provisions of Section 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Schedule IV to the I Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Aarti A. Sathe (DIN 06925030), who has submitted a declaration that she meets the criteria for independence as prescribed in Section 149(6) of the Act and S.EBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in respect of whom the

CHAIRMAN'S INITIALS

HELD AT ____________ ~ __ QN ______ TJME _____ _

Company has received a notice in writing from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 (Five) consecutive years with effect from 2nd March, 2021 to 1st March, 2026 and is not liable to retire by rotation."

Note : For Resolution No.1 to 3 above, one E-voting representing a total 24 shares was declared invalid.

The Meeting concluded with a vote of thanks to the Chair

B. N. Kalyani Chairman of the Meeting DIN : 00089380.

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CHAIRMAN'S INITIALS

Place: Pune Date:

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