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Biocon Ltd. Declaration of Voting Results & Voting Rights Announcements 2019
61176_rns_2019-07-27_cc43d9cb-5a7e-488c-8116-282a9eb2a9d2.pdf
Declaration of Voting Results & Voting Rights Announcements
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Biocon Limited
20th KM Hosur Road Electronics City Bangalore 560 100, India T 91 80 2808 2808 F 91 80 2852 3423 CIN: L24234KA1978PLC003417
July 27, 2019
| To | To |
|---|---|
| The Secretary | The Secretary |
| BSE Limited | National Stock Exchange of India Limited |
| Department of Corporate Services | Corporate Communication Department |
| Phiroze Jeejeebhoy Towers, | Exchange Plaza, Bandra Kurla Complex |
| Dalal Street, Mumbai - 400 001 | Mumbai - 400 050 |
| Scrip Code - 532523 | Scrip Symbol- BIOCON |
Sub: Voting results and Proceedings of the 41st Annual General Meeting ('AGM') of Biocon Limited ('the Company')
Dear Sir/Madam,
We wish to inform you that the 41st AGM of the Company was held at 3:30 PM at Sathya Sai Samskruta Sadanam, No. 20, Hosur Main Road, CL Layout, Bengaluru, Karnataka- 560 029, to transact the business as stated in the Notice dated April 25, 2019.
In this regards, please find attached the following:
-
- Voting results pursuant to Regulation 44(3) of SEBI Listing Regulations;
-
- Scrutinizer's Report pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014;
-
- Summary of the proceedings of the AGM pursuant to Regulation 30 read with Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations').
The voting results along with Scrutinizer's Report are also available on the Company's website at www.biocon.com and also on the website of Registrar and Share Transfer Agents ("RTA") of the Company at www.Karvy.com.
Further, please take on record that the tenure of Mr. Russell Walls (DIN: 03528496) as an Independent Director has come to an end at the conclusion of 41st AGM held on July 26, 2019.
Request you to kindly take this intimation on record and acknowledge.
Thanking You,
Yours faithfully
For Biocon Limited
Michael.
Mayank Verma Company Secretary and Compliance Officer Enclosed: As above
| Name of the Company | Biocon Limited | |||||||
|---|---|---|---|---|---|---|---|---|
| Date of the AGM/EGM | July 26, 2019 | |||||||
| Total number of shareholders on record date | 2,03,840 | |||||||
| No. of shareholders present in the meeting either in person or through proxy: | ||||||||
| Promoters and Promoter Group: | 4 | |||||||
| Public: | 228 | |||||||
| No. of Shareholders attended the meeting through Video Conferencing | ||||||||
| Promoters and Promoter Group: | Not Applicable | |||||||
| Public: | Not Applicable | |||||||
| Resolution No. | H | |||||||
| Resolution required: (Ordinary/ Special) | for the Financial Year ended March 31, 2019, together with the reports of the Board of Directors and Auditors thereon. | ORDINARY - To receive, consider and adopt the Audited Financial Statement including Audited Consolidated Financial Statement of the Company | ||||||
| Whether promoter/ promoter group areinterested in the agenda/resolution? | $\frac{1}{2}$ | |||||||
| Category | Mode of Voting | No. of sharesheld (1) | No. of votespolled (2) | % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares | No. of Votes - in No. of Votes -favour (4) | against (5) | $(6)=[(4)/(2)]*100$favour on votes% of Votes inpolled | against on votes$(7)=[(5)/(2)]*100$% of Votespolled |
| E-Voting | 72,13,81,896 | 99.16 | 72,13,81,896 | O | 100.00 | 0.00 | ||
| Promoter and Promoter Group | $\overline{P}$ | 72,74,97,192 | 45,90,084 | 0.63 | 45,90,084 | $\circ$ | 100.00 | 0.00 |
| Postal Ballot (ifapplicable) | 0 | $\overline{5}$ | 0 | 0 | 0.00 | 0.00 | ||
| Total | 72,59,71,980 | 99.79 | 72,59,71,980 | $\bullet$ | 100.00 | 0.00 | ||
| E-Voting | 20,94,47,241 | 83.66 | , 24120,94,47 | $\circ$ | 100.00 | $\overline{5}$ | ||
| Public-Institutions | Poll | 48,96525,03, | $\bar{\circ}$ | $\overline{0.00}$ | $\circ$ | $\circ$ | 0.00 | 0.00 |
| Postal Ballot (ifapplicable) | $\circ$ | 0.00 | $\circ$ | O | 0.00 | 0.00 | ||
| Total | 20,94,47,241 | 83.66 | 20,94,47,241 | 0 | 100.00 | 0.00 | ||
| E-Voting | 1,44,22,115 | 6.49 | 1,44,21,887 | 228 | 100.00 | 0.00 | ||
| Public-Non Institutions | $P_{\overline{O}}$ | 53,84322,21, | 1,00,69,636 | 4.53 | 1,00,69,636 | 0 | 100.00 | 0.00 |
| Postal Ballot (ifapplicable) | 0 | 0.00 | Ō | $\circ$ | 0.00 | 0.00 | ||
| Total | 2,44,91,751 | 11.0246 | 2,44,91,523 | 228 | 100.00 | 0.00 | ||
| Total | 00,0001,20,00, | 95,99,10,972 | 79.99 | 95,99,10,744 | 228 | 100.00 | 0.00 | |
| ★ | imitedLOOON |
∗
Ban
| Resolution No. | 2 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | ORDINARY - To declare a final | dividend of Rs 1- per equity share Pre Bonus Issue. | |||||||
| Mhether promoter/ promoter group arenterested in the agenda/resolution? | $\frac{1}{2}$ | ||||||||
| Category | Mode of Voting | No. of sharesheld (1) | No. of votespolled (2) | % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares | No. of Votes - infavour (4) | No. of Votes-against (5) | $(6)=[(4)/(2)]*100$ $(7)=[(5)/(2)]*100$favour on votes% of Votes inpolled | against on votes% of Votespolled | |
| E-Voting | 72,13,81,896 | 99.16 | 72,13,81,896 | $\overline{\circ}$ | 100.00 | 0.00 | |||
| Promoter and Promoter Group | Poll | 72,74,97,192 | 45,90,084 | 0.63 | 45,90,084 | $\circ$ | 100.00 | 0.00 | |
| Postal Ballot (ifapplicable) | Ō | 0.00 | o | Ó | 0.00 | $\overline{5}$ | |||
| Total | 72,59,71,980 | 99.79 | 72,59,71,980 | $\overline{\bullet}$ | 100.00 | 0.00 | |||
| E-Voting | 20,95,78,671 | 83.71 | 20,95,78,671 | $\bar{\circ}$ | 100.00 | 0.00 | |||
| Public-Institutions | $\overline{5}$ | 48,96525,03, | $\overline{\circ}$ | 0.00 | O | 0 | $rac{1}{2}$ | 0.00 | |
| Postal Ballot (ifapplicable) | $\overline{\circ}$ | 0.00 | Ō | Ō | $\overline{\text{SO}}$ | $\overline{0}$ | |||
| Total | 20,95,78,671 | 83.71 | 20,95,78,671 | $\overline{\bullet}$ | 100.00 | 0.00 | |||
| E-Voting | 1,44,22,271 | 6.49 | 1,44,21,739 | 532 | 100.00 | 0.00 | |||
| Public- Non Institutions | $\overline{P}$ | 53,84322,21, | 1,00,69,636 | 4.53 | 1,00,69,636 | $\overline{\bullet}$ | 100.00 | 0.00 | |
| Postal Ballot (ifapplicable) | Ō | 0.00 | $\circ$ | 0 | 0.00 | 0.00 | |||
| Total | 2,44,91,907 | 11.0247 | 2,44,91,375 | 532 | 100.00 | 0.00 | |||
| Total | 1,20,00,00,000 | 96,00,42,558 | 80.00 | 96,00,42,026 | 532 | 100.00 | 0.00 | ||
$\overline{imiteq}$
Ba
alore
Biocon
| Resolution No. | m | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | for re-appointment. | ORDINARY - To appoint a Director in place of Prof. Ravi Rasendra Mazumdar DIN 00347250 who retires by rotation and being eligible, offers himself | ||||||
| Whether promoter/ promoter group areinterested in the agenda/resolution? | Yes | |||||||
| Category | Mode of Voting | No. of sharesheld (1) | No. of votespolled (2) | % of Votes Polled$(3)=[(2)/(1)]*100$on outstandingshares | No. of Votes - in No. of Votes -favour (4) | against (5) | $(6)=[(4)/(2)]*100$favour on votes% of Votes inpolled | $(7)=[(5)/(2)]*100$against on votes% of Votespolled |
| E-Voting | 72,13,81,896 | 99.16 | 72,13,81,896 | $\circ$ | 100.00 | $\overline{5}$ | ||
| $\overline{5}$ | 72,74 | 45,90,084 | 0.63 | 45,90,084 | $\circ$ | 100.00 | 0.00 | |
| Promoter and Promoter Group | Postal Ballot (ifapplicable) | ,97,192 | o | 0.00 | ರ | $\circ$ | 0.00 | $\overline{0.00}$ |
| Total | 72,59,71,980 | 99.79 | 72,59,71,980 | $\circ$ | 100.00 | 0.00 | ||
| E-Voting | 20,95,78,671 | 83.71 | 20,71,76,440 | 24,02,231 | 98.85 | 1.15 | ||
| Public-Institutions | Poll | 25,03 | $\circ$ | 0.00 | O | 0 | 0.00 | 0.00 |
| Postal Ballot (ifapplicable) | 1,48,965 | ō | $\overline{0}$ | Ó | $\circ$ | 0.00 | $\overline{5}$ | |
| Total | 20,95,78,671 | 83.71 | 20,71,76,440 | 24,02,231 | 98.85 | 1.15 | ||
| E-Voting | 1,44,21,567 | 6.49 | 1,44,21,263 | 304 | 100.00 | 0.00 | ||
| $\overline{P}$ | 22,21 | 1,00,69,636 | 4.53 | 1,00,69,636 | 0 | 100.00 | 0.00 | |
| Public-Non Institutions | Postal Ballot (ifapplicable) | ,53,843 | ਠ | $\overline{0.00}$ | ō | 0 | $\overline{0.00}$ | $\overline{5}$ |
| Total | 2,44,91,203 | 11.0244 | 2,44,90,899 | 304 | 100.00 | 0.00 | ||
| Total | ,00,0001,20,00 | 96,00,41,854 | 80.00 | 95,76,39,319 | 24,02,535 | 99.75 | 0,25 |
| Resolution No. | 4 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | ORDINARY Re-appointment | of Dr. Arun Suresh Chandavarkar DIN 01596180 as CEO Joint Managing Director of the Company. | ||||||
| Whether promoter/ promoter group areinterested in the agenda/resolution? | $\frac{1}{2}$ | |||||||
| Category | Mode of Voting | No. of sharesheld (1) | No. of votespolled (2) | % of Votes Polledon outstandingshares | No. of Votes-infavour (4) | No. of Votes-against (5) | favour on votes% of Votes inpolled | against on votes% of Votespolled |
| $(3)=[(2)/(1)]$ * 100 | $(6) = [(4)/(2)]$ * 100 | $(7) = [(5)/(2)]$ + 100 | ||||||
| E-Voting | 72,13,81,896 | 99.16 | 72,13,81,896 | $\overline{\circ}$ | 100.00 | $\overline{0.00}$ | ||
| $\overline{P}$ | 45,90,084 | 0.63 | 45,90,084 | $\circ$ | 100.00 | $\overline{0.00}$ | ||
| Promoter and Promoter Group | Postal Ballot (ifapplicable) | 72,74,97,192 | $\bar{\circ}$ | $\overline{0}$ | ō | 0 | 0.00 | 0.00 |
| Total | 72,59,71,980 | 99.79 | 72,59,71,980 | $\overline{\bullet}$ | 100.00 | 0.00 | ||
| E-Voting | 20,95,78,671 | 83.71 | 20,95,78,671 | $\circ$ | 100.00 | 0.00 | ||
| Public-Institutions | $\overline{P}$ | 25,03,48,965 | $\circ$ | $\overline{00}$ | 0 | o | 0.00 | 0.00 |
| Postal Ballot (ifapplicable) | $\bar{\circ}$ | $\overline{5}$ | $\bar{\circ}$ | $\circ$ | 0.00 | 0.00 | ||
| Total | 20,95,78,671 | 83.71 | 20,95,78,671 | $\circ$ | 100.00 | 0.00 | ||
| E-Voting | 1,44,24,159 | 6.49 | 1,44,23,077 | 1,082 | 99.99 | 0.01 | ||
| Public-Non Institutions | $\overline{5}$ | 53,84322,21, | 1,00,69,636 | 4.53 | 1,00,69,636 | O | 100.00 | 0.00 |
| Postal Ballot (if | $\bar{\circ}$ | $\overline{0.00}$ | $\bar{\circ}$ | O | 0.00 | $rac{1}{2}$ | ||
| applicable) | ||||||||
| Total | 2,44,93,795 | 11.0256 | 2,44,92,713 | 1,082 | 100.00 | 0.00 | ||
| Total | ,00,0001,20,00 | 96,00,44,446 | 80.00 | 96,00,43,364 | 1,082 | 100.00 | 0.00 | |
Con Limited $\star$ PORTAL 2 $\star$
| Resolution No. | 5 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | SPECIAL - Re-appointment of | Mr. Meleveetil Damodaran DIN 02106990 as an Independent Director of the Company. | ||||||
| Whether promoter/ promoter group areinterested in the agenda/resolution? | $\frac{1}{2}$ | |||||||
| Category | Mode of Voting | No. of sharesheld (1) | No. of votespolled (2) | % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares | No. of Votes-in No. of Votes-favour (4) | against (5) | $(6) = [(4)/(2)]$ *100favour on votes% of Votes inpolled | $(7)=[(5)/(2)]*100$against on votes% of Votespolled |
| E-Voting | 72,13,81,896 | 99.16 | 72,13,81,896 | $\overline{\bullet}$ | 100.00 | 0.00 | ||
| $\overline{p}$ | 45,90,084 | 0.63 | 45,90,084 | 0 | 100.00 | $\overline{5}$ | ||
| Promoter and Promoter Group | Postal Ballot (ifapplicable) | ,97,19272,74 | ਠ | $\overline{0.00}$ | $\bar{\circ}$ | 0 | 0.00 | $\overline{0.00}$ |
| Total | 72,59,71,980 | 99.79 | 72,59,71,980 | $\circ$ | 100.00 | 0.00 | ||
| E-Voting | 20,95,78,671 | 83.71 | 20,30,96,292 | 64,82,379 | 96.91 | 3.09 | ||
| Public-Institutions | Poll | 0 | $\overline{0}$ | 0 | Ó | 0.00 | 0.00 | |
| Postal Ballot (ifapplicable) | ,48,96525,03 | ਠ | $\overline{0.00}$ | 0 | o | 0.00 | $\overline{5}$ | |
| Total | 20,95,78,671 | 83.71 | 20,30,96,292 | 64,82,379 | 96.91 | 3.09 | ||
| E-Voting | 1,44,22,031 | 6.49 | 1,44,20,251 | 1,780 | 99.99 | 0.01 | ||
| Public- Non Institutions | Poll | 53,84322,21 | 1,00,69,636 | 4.53 | 1,00,69,636 | 0 | 100.00 | 0.00 |
| Postal Ballot (ifapplicable) | ਠ | 0.00 | $\bar{\circ}$ | 0 | 0.00 | $\overline{5}$ | ||
| Total | 2,44,91,667 | 11.0246 | 2,44,89,887 | 1,780 | 99.99 | 0.01 | ||
| Total | ,00,0001,20,00 | 96,00,42,318 | 80.00 | 95,35,58,159 | 64,84,159 | 99.32 | 0.68 | |
COOT Limited 责 Poalore $\star$
| Resolution No. | $\bullet$ | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | ORDINARY - To ratify the remuneration payable to the Cost Auditors for the Financial Year 2019-20. | ||||||||
| Whether promoter/ promoter group areinterested in the agenda/resolution? | No | ||||||||
| Category | Mode of Voting | δĝNo. of sharheld (1) | No. of votespolled (2) | % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares | No. of Votes - in No. of Votes -favour (4) | against (5) | $(6)=[(4)/(2)]*100$favour on votes% of Votes inpolled | $(7) = [(5)/(2)]$ * 100against on votes% of Votespolled | |
| E-Voting | 72,13,81,896 | 99.16 | 72,13,81,896 | $\bar{\circ}$ | 100.00 | 0.00 | |||
| $\overline{P}$ | 45,90,084 | 0.63 | 45,90,084 | Ò | 100.00 | 0.00 | |||
| Promoter and Promoter Group | Postal Ballot (ifapplicable) | 97,19272,74, | $\overline{\circ}$ | 0.00 | 0 | Ö | $\overline{0}$ | 0.00 | |
| Total | 72,59,71,980 | 99.79 | 72,59,71,980 | O | 100.00 | 0.00 | |||
| E-Voting | 20,95,78,671 | 83.71 | 20,95,78,671 | $\bar{\circ}$ | 100.00 | 0.00 | |||
| $\overline{5}$ | 25,03, | Ó | $\overline{0}$ | 0 | $\bar{\circ}$ | $\overline{0}$ | 0.00 | ||
| Public-Institutions | Postal Ballot (ifapplicable) | 48,965 | $\overline{\circ}$ | $\overline{5}$ | o | 0 | $\overline{0.00}$ | $\overline{00}$ | |
| Total | 20,95,78,671 | 83.71 | 20,95,78,671 | 0 | 100.00 | 0.00 | |||
| E-Voting | 1,44,22,171 | 6.49 | 1,44,21,257 | 914 | 99.99 | 0.01 | |||
| Public-Non Institutions | $\overline{PQ}$ | 53,84322,21, | 1,00,69,636 | 4.53 | 1,00,69,636 | O | 100.00 | 0.00 | |
| Postal Ballot (if | $\overline{\circ}$ | $\overline{0.00}$ | $\bar{\circ}$ | $\bar{\circ}$ | $rac{1}{2}$ | $\overline{0}$ | |||
| applicable) | |||||||||
| Total | 2,44,91,807 | 11.0247 | 2,44,90,893 | 914 | 100.00 | 0.00 | |||
| Total | ,00,0001,20,00 | 96,00,42,458 | 80.00 | 96,00,41,544 | 914 | 100.00 | 0.00 | ||
Rocon Limited $\star$ Palore $\star$
| Resolution No. | N | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | SPECIAL - Variation in terms of the Employees Stock Option Plan 2000 for Ms. Christiane Hamacher | |||||||
| Whether promoter/ promoter group areinterested in the agenda/resolution? | $\frac{1}{2}$ | |||||||
| Category | Mode of Voting | No. of sharesheld (1) | No. of votespolled (2) | % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares | No. of Votes - infavour (4) | No. of Votes-against (5) | $(6)=[(4)/(2)]*100$favour on votes% of Votes inpolled | $(7) = [(5)/(2)] + 100$against on votes% of Votespolled |
| E-Voting | 72,13,81,896 | 99.16 | 72,13,81,896 | $\circ$ | 100.00 | $\overline{5}$ | ||
| $\overline{\overline{6}}$ | 45,90,084 | 0.63 | 45,90,084 | $\circ$ | 100.00 | $\overline{0}$ | ||
| Promoter and Promoter Group | Postal Ballot (ifapplicable) | ,97,19272,74 | o | $\overline{0}$ | ರ | Ó | 0.00 | 0.00 |
| Total | 72,59,71,980 | 99.79 | 72,59,71,980 | $\overline{O}$ | 100.00 | 0.00 | ||
| E-Voting | 19,91,58,231 | 79.55 | 8,82,25,450 | 11,09,32,781 | 44.30 | 55.70 | ||
| Public-Institutions | $\overline{PQ}$ | ,48,96525,03 | 0 | 0.00 | $\overline{\bullet}$ | 0 | $\overline{00}$ | 0.00 |
| Postal Ballot (ifapplicable) | $\overline{\circ}$ | $\overline{0.00}$ | o | Ō | 0.00 | $\overline{5}$ | ||
| Total | 19,91,58,231 | 79.55 | 8,82,25,450 | 11,09,32,781 | 44.30 | 55.70 | ||
| E-Voting | 1,44,21,289 | 6.49 | 1,44,18,857 | 2,432 | 99.98 | 0.02 | ||
| Public- Non Institutions | $\overline{5}$ | 53,84322,21 | 1,00,69,636 | 4.53 | 1,00,69,636 | $\circ$ | 100.00 | 0.00 |
| Postal Ballot (ifapplicable) | O | $\overline{5}$ | o | 0 | 0.00 | $\overline{5}$ | ||
| Total | 2,44,90,925 | 11.0243 | 2,44,88,493 | 2,432 | 99.99 | 0.01 | ||
| Total | 000,0001,20,00 | 94,96,21,136 | 79.14 | 83,86,85,923 | 11,09,35,213 | 88.32 | 11.68 | |
Control Miled $\star$ Palore $\star$
| Resolution No. | 8 | |||||||
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | ORDINARY - Discontinuation | of grant of options under Grant IX and Grant X of the Employees Stock Option Plan 2000. | ||||||
| Whether promoter/ promoter group areinterested in the agenda/resolution? | $\overline{2}$ | |||||||
| Category | Mode of Voting | No. of sharesheld (1) | No. of votespolled (2) | % of Votes Polled$(3)=[(2)/(1)]$ * 100on outstandingshares | No. of Votes-infavour (4) | No. of Votes-against (5) | $(6)=[(4)/(2)]*100$favour on votes% of Votes inpolled | $(7)=[(5)/(2)]*100$against on votes% of Votespolled |
| E-Voting | 72,13,81,896 | 99.16 | 72,13,81,896 | $\circ$ | 100.00 | 0.00 | ||
| $\overline{P}$ | 45,90,084 | 0.63 | 45,90,084 | $\circ$ | 100.00 | 0.00 | ||
| Promoter and Promoter Group | Postal Ballot (ifapplicable) | 72,74,97,192 | ਠ | $\overline{0.00}$ | Ō | o | 0.00 | $rac{1}{2}$ |
| Total | 72,59,71,980 | 99.79 | 72,59,71,980 | $\overline{\bullet}$ | 100.00 | 0.00 | ||
| E-Voting | 20,95,78,671 | 83.71 | 20,95,78,561 | 110 | 100.00 | 0.00 | ||
| Public-Institutions | Poll | 25,03 | 0 | $\overline{0}$ | 0 | 0 | 0.00 | $rac{1}{2}$ |
| Postal Ballot (ifapplicable) | ,48,965 | $\circ$ | $\overline{5}$ | Ō | Ō | 0.00 | $\overline{5}$ | |
| Total | 20,95,78,671 | 83.71 | 20,95,78,561 | 110 | 100.00 | 0.00 | ||
| E-Voting | 1,44,21,379 | 6.49 | 1,44,19,775 | 1,604 | 99.99 | 0.01 | ||
| Public-Non Institutions | Poll | 53,84322,21 | 1,00,69,636 | 4.53 | 1,00,69,636 | $\circ$ | 100.00 | 0.00 |
| Postal Ballot (ifapplicable) | ਠ | $\overline{5}$ | $\bar{\circ}$ | Ō | $rac{1}{2}$ | $\overline{5}$ | ||
| Total | 2,44,91,015 | 11.0243 | 2,44,89,411 | 1,604 | 99.99 | 0.01 | ||
| Total | ,00,0001,20,00 | 96,00,41,666 | 80.00 | 96,00,39,952 | 1,714 | 100.00 | 0.00 | |
Contract $\star$ engalore ۰
V SREEDHARAN AND ASSOCIATES Company Secretaries No. 32/33, 1st and 2nd Floor, GNR Complex, 8th Cross,
Wilson Garden, Bengaluru 560 027 € +91 80 222 90 394 ■ [email protected]
Form No. MGT-13
REPORT OF SCRUTINIZER
[Pursuant to section 109 of the Companies Act, 2013 and Rule 21(2) of the
Companies (Management and Administration) Rules, 2014]
To,
The Chairperson of the Forty First Annual General Meeting of the Equity Shareholders of "Biocon Limited" held on Friday, July 26, 2019 at Sathya Sai Samskruta Sadanam, No. 20, Hosur Main Road, CL Layout, Bengaluru - 560 029 at 3.30 p.m.
Madam.
I, V. Sreedharan, Partner of V. Sreedharan and Associates, Company Secretaries, Bengaluru, was appointed as Scrutinizer pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the purpose of:
- Scrutinizing the remote e-voting process under the provisions of $(i)$ Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
- Voting through electronic voting system ("Instapoll") at the Annual $(ii)$ General Meeting.
The management of the Company is responsible to ensure compliance with the requirement of the Companies Act, 2013 and Rules relating to voting by electronic means for the resolutions contained in the Notice of the Forty First Annual General Meeting of the Equity Shareholders dated Thursday, 25th April 2019. My responsibility as a Scrutinizer for the voting process of voting by electronic means is restricted to making a Consolidated Scrutinizer's Report of the votes cast "in favor" and/or "against" the resolution stated in the notice of the AGM, based on the report generated from the e-voting system and Instapoll provided by Karvy Fintech Private Limited, the Agency Authorized under the Rules and engaged by the Company to provide e-voting facilities for voting through remote e-voting and voting at the General Meeting by Instapoll at the venue of the AGM.
We submit our report as under:
- A. Relating to E-Voting:
-
- The remote E-Voting period remained open from 9.00 a.m. Sunday, July 21, 2019 up to 5.00 p.m. Thursday, July 25, 2019.
-
- The Annual Report, the Notice of Annual General Meeting and the evoting instructions slip was sent by electronic mode to those members whose email ids were registered with the Depository Participants and the same were sent to all other members at their registered address in permitted mode.
- B. Relating to voting at the AGM:
Instapoll
After the conclusion of the AGM, the votes cast through Instapoll were reconciled with the records maintained by the Company/ Registrar and Transfer Agents of the Company and the authorizations/proxies lodged with the Company.
- C. Result of Remote E-Voting and Instapoll Voting at AGM is as under:
-
- The voting rights were reckoned as on Friday, July 19, 2019 being the Cutoff date for the purpose of deciding the entitlements of members at the remote e-voting and instapoll at the meeting.
-
- After the conclusion of the Annual General Meeting, the votes cast through remote e-voting were unblocked on July 26, 2019 at 5.40 P.M. in the presence of two witnesses, namely Mr. Pradeep B. Kulkarni residing at 53/10-D1, SPL Sree Theertha Apartment, 4th Main, 17th Cross, Malleshwaram, Bengaluru 560055 and Mr. Prasanna P Sathe residing at H.No. 17/19, 6th Cross, 3rd Main, Opp. Sheshmaha Ganapati Temple, Hanumanthnagar, Bengaluru 560019, who are not in the employment of the Company.
They have signed below in confirmation of the event being unblocked in their presence:
P. bet
(Pradeep B. Kulkarni)
Beath
(Prasanna P Sathe)
- Thereafter, Karvy Fintech Private Limited provided the details of equity shareholders, who voted "For" and/or "Against" through voting at the Annual General Meeting by electronic means (Instapoll).
- The combined result of remote e-voting and poll is as under:
RESOLUTION 1 $a)$
To receive, consider and adopt the Audited Financial Statement (including Audited Consolidated Financial Statement) of the Company for the Financial Year ended March 31, 2019, together with the reports of the Board of Directors and Auditors thereon.
| Particulars | Remote E-voting | Instapoll(E-Votingat AGM) | Total |
|---|---|---|---|
| MembersofNumberpresent and voting (inperson or by proxy) | 384 | 156 | 540 |
| Number of votes castby them | 94, 52, 51, 024 | 1,46,59,720 | 95,99,10,744 |
| % of Total Number ofvalid votes cast | 100 | 100 | 100 |
(i) Voted in favour of Resolution
Voted against the resolution $(ii)$
| Instapoll | |||
|---|---|---|---|
| Particulars | Remote | $(E -$ | Total |
| E-voting | Voting at | ||
| AGM) | |||
| Number of Members present andvoting (in person or by proxy) | 5 | 0 | 5 |
| Number of votes cast by them | 228 | 0 | 228 |
| % of Total Number of valid votescast | 0 | $\overline{0}$ | $\Omega$ |
$(iii)$ Invalid Votes - NIL
b) RESOLUTION 2
To declare a final dividend of Re.1/- per equity share (Pre-Bonus Issue).
(i) Voted in favour of Resolution
| Particulars | Remote E-voting | Instapoll(E-Votingat AGM) | Total |
|---|---|---|---|
| Number ofMemberspresent and voting (inperson or by proxy) | 386 | 156 | 542 |
| Number of votes cast bythem | 94, 53, 82, 306 | 1,46,59,720 | 96,00,42,026 |
| % of Total Number ofvalid votes cast | 100 | 100 | 100 |
$(ii)$ Voted against the resolution
| Particulars | Remote E-voting | Instapoll(E-Voting)at AGM) | Total |
|---|---|---|---|
| Number of Members presentand voting (in person or byproxy) | 6 | $\overline{0}$ | 6 |
| Number of votes cast by them | 532 | $\Omega$ | 532 |
| % of Total Number of validvotes cast | $\Omega$ | $\Omega$ | $\Omega$ |
Invalid Votes - NIL $(iii)$
c) RESOLUTION 3
To appoint a Director in place of Prof. Ravi Mazumdar (DIN: 00109213) who retires by rotation and being eligible, offers himself for re-appointment.
(i) Voted in favour of Resolution
| Particulars | Remote E-voting | Instapoll(E-Voting atAGM) | Total |
|---|---|---|---|
| Number of Memberspresent and voting (inperson or by proxy) | 366 | 156 | 522 |
| Number of votes cast bythem | 94, 29, 79, 599 | 1,46,59,720 | 95,76,39,319 |
| % of Total Number ofvalid votes cast | 99.75 | 100 | 99.75 |
(ii) Voted against the resolution
| Particulars | Remote E-voting | Instapoll(E-Votingat AGM) | Total |
|---|---|---|---|
| Number of Members presentand voting (in person or byproxy) | 22 | $\mathbf 0$ | 22 |
| Number of votes cast by them | 24,02,535 | $\overline{0}$ | 24,02,535 |
| % of Total Number of validvotes cast | 0.25 | $\overline{0}$ | 0.25 |
(iii) Invalid Votes - NIL
d) RESOLUTION 4
Re-appointment of Dr. Arun Suresh Chandavarkar (DIN: 01596180) as CEO and Joint Managing Director of the Company.
- Instapoll Remote E-Particulars (E-Voting at Total voting AGM) Members Number of present and voting (in 156 381 person or by proxy) Number of votes cast by 1,46,59,720 96,00,43,364 94, 53, 83, 644 them % of Total Number of valid 100 100 votes cast
- (i) Voted in favour of Resolution
537
100
(ii) Voted against the resolution
| Particulars | Remote E-voting | Instapoll(E-Voting)at AGM) | Total |
|---|---|---|---|
| Number of Members presentand voting (in person or byproxy) | 9 | $\Omega$ | 9 |
| Number of votes cast by them | 1,082 | $\mathbf 0$ | 1,082 |
| % of Total Number of validvotes cast | $\Omega$ | $\Omega$ | $\Omega$ |
(iii) Invalid Votes - NIL
$(iv)$ RESOLUTION 5
Re-appointment of Mr. Meleveetil Damodaran (DIN: 02106990) as an Independent Director of the Company.
Voted in favour of Resolution $(i)$
| Particulars | Remote E-voting | Instapoll(E-Votingat AGM) | Total |
|---|---|---|---|
| NumberMembersofpresent and voting(inperson or by proxy) | 347 | 156 | 503 |
| Number of votes cast bythem | 93,88,98,439 | 1,46,59,720 | 95, 35, 58, 159 |
| % of Total Number of validvotes cast | 99.31 | 100 | 99.32 |
Voted against the resolution $(ii)$
| Particulars | Remote E-voting | Instapoll(E-Votingat AGM) | Total |
|---|---|---|---|
| Number of Members present andvoting (in person or by proxy) | 42 | $\Omega$ | 42 |
| Number of votes cast by them | 64, 84, 159 | $\Omega$ | 64, 84, 159 |
| % of Total Number of valid votescast | 0.69 | $\overline{0}$ | 0.68 |
Invalid Votes - NIL $(iii)$
(v) RESOLUTION 6
To ratify the payment of remuneration to the Cost Auditors for the Financial Year 2019-20.
| Particulars | Remote E-voting | Instapoll(E-Voting)at AGM) | Total |
|---|---|---|---|
| MembersNumberof(inpresent and votingperson or by proxy) | 381 | 156 | 537 |
| Number of votes cast bythem | 94, 53, 81, 824 | 1,46,59,720 | 96,00,41,544 |
| % of Total Number of validvotes cast | 100 | 100 | 100 |
(i) Voted in favour of Resolution
Voted against the resolution $(ii)$
| Particulars | Remote E-voting | Instapoll(E-Votingat AGM) | Total |
|---|---|---|---|
| Number of Memberspresentand voting (in person or byproxy) | 10 | $\mathbf{0}$ | 10 |
| Number of votes cast by them | 914 | $\overline{0}$ | 914 |
| % of Total Number of validvotes cast | $\overline{0}$ | $\overline{0}$ | ∩ |
(iii) Invalid Votes - NIL
(vi) RESOLUTION 7
Variation in terms of the Employees Stock Option Plan 2000
Voted in favour of Resolution $(i)$
| Particulars | Remote E-voting | Instapoll(E-Voting)at AGM) | Total |
|---|---|---|---|
| NumberofMemberspresent and voting(in)person or by proxy) | 217 | 156 | 373 |
| Number of votes cast bythem | 82, 40, 26, 203 | 1,46,59,720 | 83,86,85,923 |
| % of Total Number ofvalid votes cast | 88.13 | 100 | 88.32 |
$(ii)$ Voted against the resolution
| Particulars | Remote E-voting | Instapoll(E-Voting)at AGM) | Total |
|---|---|---|---|
| Number of Memberspresentand voting (in person or byproxy) | 168 | $\overline{0}$ | 168 |
| Number of votes cast by them | 11,09,35,213 | $\mathbf 0$ | 11,09,35,213 |
| % of Total Number of validvotes cast | 11.87 | $\overline{0}$ | 11.68 |
$(iii)$ Invalid Votes - NIL
(vii) RESOLUTION 8
Discontinuation of grant of options under Grant IX and Grant X of the Employees Stock Option Plan 2000.
Voted in favour of Resolution $(i)$
| Particulars | Remote E-voting | Instapoll(E-Voting)at AGM) | Total |
|---|---|---|---|
| MembersNumberofpresent and voting(inperson or by proxy) | 377 | 156 | 533 |
| Number of votes cast bythem | 94, 53, 80, 232 | 1,46,59,720 | 96,00,39,952 |
| % of Total Number ofvalid votes cast | 100 | 100 | 100 |
$(ii)$ Voted against the resolution
| Particulars | Remote E-voting | Instapoll(E-Votingat AGM) | Total |
|---|---|---|---|
| Number of Members presentand voting (in person or byproxy) | 12 | $\overline{0}$ | 12 |
| Number of votes cast by them | 1,714 | $\overline{0}$ | 1,714 |
| % of Total Number of validvotes cast | $\Omega$ | $\mathbf 0$ | $\Omega$ |
(iii) Invalid Votes - NIL
- A list of Equity shareholders who voted "FOR" or "AGAINST" the resolutions (Both through Remote E-voting and Instapoll at the AGM) has been handed over to the Company Secretary.
- The electronic data and all other relevant records relating to the e-voting shall remain in our safe custody and shall be handed over to the Company Secretary for preserving safely after the Chairman considers, approves and signs the Minutes of the aforesaid Annual General Meeting.
Thanking You,
Yours faithfully,
For V. Sreedharan & Associates
(V. Sreedharan) Partner FCS 2347; CP No. 833
Bengaluru July 26, 2019
PROCEEDINGS OF THE 41st ANNUAL GENERAL MEETING OF BIOCON LIMITED HELD ON JULY 26, 2019 AT 3:30 PM AT SATHYA SAI SAMSKRUTA SADANAM, NO. 20, HOSUR MAIN ROAD, CL LAYOUT, BENGALURU, KARNATAKA- 560 029, INDIA.
MEMBERS' PRESENT
232 Members were present at the meeting.
DIRECTORS PRESENT:
| Dr. Kiran Mazumdar Shaw | : Chairperson and Managing Director |
|---|---|
| Dr. Arun Suresh Chandavarkar | : CEO and Joint Managing Director |
| Mr. John Shaw | : Vice-Chairperson and Non-Executive Director |
| Mr. Ravi Rasendra Mazumdar | : Non-Executive Director |
| Ms. Mary Harney | : Independent Director (Chairperson - Nomination & Remuneration |
| Committee and Corporate Social Responsibility Committee | |
| Dr. Vijay Kuchroo | : Independent Director |
| Mr. Meleveetil Damodaran | : Independent Director |
| Mr. Bobby Parikh | : Independent Director, representing Audit Committee and |
| Stakeholder Relationship Committee |
KEY MANAGERIAL PERSONNEL:
| Mr. Siddharth Mittal | : Chief Financial Officer |
|---|---|
| Mr. Mayank Verma | : Company Secretary |
BY INVITATION:
| Mr. Sampath Guha Thakurtha | : Partner, B S R & Co. LLP, Chartered AccountantsStatutory Auditors |
|---|---|
| Mr. Pradeep B Kulkarni | : Partner, V Sreedharan & Associates, Company SecretariesSecretarial Auditors |
| Mr. V Sreedharan | : Scrutinizer for e- votingPracticing Company Secretary |
At the commencement of the meeting, members were briefed on safety procedure to be followed in case of any exigency.
Ms. Kiran Mazumdar Shaw, Chairperson and Managing Director, welcomed all members at 41st AGM of the Company and introduced the Directors and Key Managerial Personnel present on the dais. The Chairperson further informed that Mr. Daniel Bradbury, Mr. Jeremy Levin and Mr. Russell Walls, Independent Directors of the Company were not able to attend the meeting due to prior commitment.
The Chairperson after ascertaining the presence of the requisite quorum, called the meeting to order. The Chairperson informed the members that the register of proxy along with the other statutory registers and relevant documents were available for inspection.
The Chairperson informed that the Notice of the 41st AGM along with the copies of the audited accounts for the year ended March 31, 2019 together with the Directors' and Auditors' report were dispatched to all the members within the statutory time period. With the consent of the members, the Notice of the 41st AGM was taken as read. The Chairperson then informed the members, that there were 8 resolutions to be passed at the 41st AGM and ordered a poll (Insta poll) on all the 8 resolutions. She also informed that the poll shall be concluded at the closure of the meeting.
The Chairperson requested Mr. V. Sreedharan, Practicing Company Secretary (Membership No. FCS 2347) appointed as the scrutinizer to conduct the poll process in a fair and transparent manner and submit the scrutinizer's report.
Subsequently, Mr. Mayank Verma, Company Secretary informed members that in compliances with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had facilitated remote e-voting facility to all the members through Karvy Fintech Private Limited to vote on all resolutions proposed to be passed at the 41st AGM. He appraised that, the members of the Company, as on the cut-off date, i.e., July 19, 2019, were eligible to participate in the remote e-voting process and the said e-voting process commenced at 9:00 am on July 21, 2019 and concluded at 5:00 pm on July 25, 2019.
He further informed that the combined results of e-voting and the poll shall be intimated to the Stock Exchanges within 48 hours of conclusion of AGM and the same will be posted on the Company's website and the website of Company's Registrar and Share Transfer Agents, Karvy Fintech Private Limited. Thereafter, with the permission of the members, Statutory Auditors' Report and Secretarial Auditors' Report was taken as read. He then requested the Chairperson to address the members.
The Chairperson delivered her speech and made presentation on the Company's operational and financial performance of the Company for the financial year ended March 31, 2019.
Thereafter, the floor was open for discussion on all resolutions as set out in the AGM Notice and/or on the annual report for the financial year 2018-19. The Chairperson along with the management team had clarified all the members' queries.
Thereafter, the following items of businesses, as per the Notice of AGM, were transacted and approved by the members at the meeting.
-
- Adoption of the Audited Financial Statement (including Audited Consolidated Financial Statement) of the Company for the Financial Year ended March 31, 2019, together with the reports of the Board of Directors and Auditors thereon;
-
- Final dividend of Rs. 1/- per equity share (Pre Bonus Issue);
-
- Re-appointment of Mr. Ravi Rasendra Mazumdar (DIN: 00347250) who retires by rotation and being eligible, offers himself for re-appointment;
-
- Re-appointment of Dr. Arun Suresh Chandavarkar (DIN: 01596180) as CEO and Joint Managing Director of the Company for a period upto November 30, 2019;
-
- Re-appointment of Mr. Meleveetil Damodaran (DIN: 02106990) as an Independent Director of the Company for a period of five (5) years;
-
- Ratification of the remuneration payable to Cost Auditors for the Financial Year 2019-20;
-
- Variation in terms of Employees Stock Option Plan 2000 for grant of stock options to Ms. Christiane Hamacher, CEO of Biocon Biologics India Limited;
-
- Discontinuation of grant of options under Grant IX and Grant X of the Employees Stock Option Plan 2000.
The meeting concluded at 5:30 pm with the vote of thanks to the chair and members.