Birla Cable Limited — AGM Information 2019

Aug 7, 2019

Birla Cable Limited

Flegd. Office & Works: Udyog Vihar, P.O. Chorhata, Rewa - 486 006 Madhya Pradesh. lndia Telephone: +91 7662 4OO58O. Fax: +91 7662400,680 Email: headoffice@birlacable.com; website: www.birlacable.com PAN No. AABCBI3SOL CIN: L3]300MP'l992PLCOO71 90 GSTIN : 23AABCB1 38OL] ZW

BCL/SEC/ Le-2O/

BSE Limited Corporate Relationship Department, l"t Floor, New Trading Ring, Rotunda Building, P.J.Towers, Dalal Street, Fort, MUMBN.4OO OO1

07 AUGUST 2019

The Manager, Listing Department, The National Stock Exchange of India Ltd, Exchange PLaza, C-1, Block G, BandraKurla Complex, Bandra (E), MUMBAI-4OO O51

Companv's Scrip Code: 500060

Companv's Scrip Code: BIRLI\CABLE

Dear Sir,

Sub: Proceedings of 27th Annual General Meetins

We would like to inform you that the 27tn Annual General Meeting (AGM) of Members of Birla Cable Limited was held on 6rH August, 2Ol9 at 9.00 A.M. at the registered oflice of the Company at Udyog Vihar, P.O. Chorhata, Rewa-486006 (M.p.).

In accordance with the Regulation 3O (6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2075, the proceedings of 27* Annual General Meeting of the Company is enclosed herewith for your kind information.

Please find the sarne in order and acknowledge the receipt.

Thanking you,

Yours laithfully For Birla Cable Lti

k"'bs to'''5-

(Somesh Laddha) Company Secretary

Encl: As above

BRIEF PROCEEDINGS OF THE 27TII ANNUAL GENERAL MEETING OF BIRLA CABLE L?IMITED HELD ON 6rH AUGUST. 2019

The 27t'Annual General Meeting of the members of the Company was held on 6tr' August, 2OL9 at 9.OO A.M. at the Registered Office of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.).

Shri Harsh V. Lodha, Chairman of the Board of Directors took the Chair and presided the Meeting in accordance with the Article 65 of the Articles of Association of the Company.

Shri R.C. Tapuriah, Director and Chairman of the Audit Committee, Nomination & Remuneration Comrnittee and Stakeholders Relationship Comrnittee was also present at the Meeting.

Fifty Two (52) Members were present in person including Six (6) Body Corporate Members present through their authorised representati*res and one (1) Member was re..trrresented by his Pro>ry. There was one member's representative, who attended the meeting but without proxy.

The quorum was present at tJ:e corunencement of the Meeting as well as at the time of consideration of each item of business. The Chairman confirmed the compliance with lhe applicable provisions of the Companies Act, 2OL3 and rules made -thereunder, Secretarial Standard on General Meetings (SS-2) issued under Section 118(10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing cibligatiors and Disclosure Reqrrirements) Regulations, 201SLs amended, with respeit to calling, convening and conducting tJ:e Annual General Meeting.

The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 17O of the Companies Act, 2}lg read with Rule 17 of the Companies (Appointment and Qualilication of Directors) Rules, 2Ol4; the Register of Contracts or Arrangements in which Directors are interested maintained under Section 189of the Companies Act, 2O13; Register of Proxies; Audited Financial Statements for the year ended 31=t March,2OIg; Independent Auditors'Report on the audited Financial Statements of t]:e Company; Secretarial Audit Report; Notite in writing from a member under section 160 of the Companies Act, 2013 proposing the canfidature of Smt. Archana Capoor for the office of Director of the Company; Memorandum and Article of Association of the Compgny were open for inspection and accessible by the members having a right to attend the Meetingduring the continuance of the trrleeting.

The Chairman informed the members that pursuant to provisions of Section 1Og of the Companies Act, 2Ol3 read with Rule 20 of the bompanies (Management and Administration) Rules, 2OI4, as amended by the Companie" iU"r,"gement and Administration) Amendment Rules, 20 1 5 and Regulation 44 ;t SEBI llisUng- OUligations and Disclosure Requirements) Regulations, 2015, the Company has provided to its members the facility of remote e-voting to exercise their right to voie by ellctronic means in respect of the business to be transacted at the Twenty Seventh Annual General Meeting. The remote e-voting corunenced on 2"d August, ZOtg (at 9:OO AM) and ended on Stt'August, 2olg.(at 5:00 PM). Shri Rqjesh Kumar Mishra, Practicing Company Secretar5r or failing him Shri R.S. Bajaj, Practicing Company Secretary wal appointed as Scrutinizet to scrutinize the remote e-voting proceis in a fair and transparen[. manner. The facility for voting through Ballot proceis by distributing ballot/poll was also provided to put every Resolution to vote through a ballot pri".". iniesl

all items of the businesses to be transacted at the 27u, Annual General Meeting of the Company as contained in Notice dated 17tt May, 2019 read with Explanatory Statement annexed thereto and forming apart of said Notice for all those members/designated proxy who was present at the AGM but did not cast his vote by availing the remote e-voting facility. Shri Rajesh Kumar Mishra, Practising Company Secretary and Shri Hemant Singh, Practising Chartered Accountant, were appointed and acted as Scrutinizers to scrutinize the voting through ballot/poll process at the Meeting in fair and transparent manner.

The Chairman apprised the members about the financial performance of the Company during the financial year 2018-19 and the prevailing business condition in telecom cables industry.

The Chairman then invited the Members to ask questions, if aurry, andfor otherwise offer their view/comments. The queries raised and suggestions made by Members in the Meeting were duly and satisfactorily replied by the Chairman and the Director present in the Meeting.

The Chairman then proceeded with the business of the Meeting for the items of Ordinary and Special Businesses as per Notice of the 27th Arrnual General Meeting of thl Company.

A11 the 7 (Seven) resolutions as stated below were moved for consideration and approval of the Members:

ORDINARY BUSINESS:

1. Resolution No.1: Ordinary Resolution Adoption of audited financial statements of the Company for the financial year ended 3l"t March,2079 and the reports of the Board of birectors and Audilors thereon.

2. Resolution No.2: Ordinary Resolution

Declaration of Dividend at the rate of Rs.2/- (Rupees TWo) only per equity share of the face value of Rs. 10/- (Rupees Ten) each fuily paid-up foiUee linancial year ended 31"t March,2olg.

Being interested in the next resolution concerning his re-appointment as a Director by rotation, Shri Harsh V. Lodha without prejudice to tris voting rights on the Resolutiori, entrusted the conduct of the proceedings in respect of this itJm of ordinary business to Shri R. C. Tapuriah Director with the consent oi aI m.-bers present in the Meeting.

Shri R. C. Tapuriah accordingly took the Chair and then moved the following resolution:

3. Resolution No.3: Ordinary Resolution

Re-appointment of Shri Harsh V. Lodha (DIN: OO3g4Og4) as a Director, who retires by rotation and being eligibte offered himself for re-appointment.

Shri R.C. Tapuriah then requested Shri Harsh V. Lodha to resume the chair for the remaining Items of the business to be transacted in this Meeting. Accordingly, Shri Harsh v. Lodha took the chair and presided over t]:e Meeting again.

SPECIAL BUSINBSS:

4. Resolution No.4: Special Resolution

Re-appointrnent of Smt. Archana Capoor (DIN: OI2O4170) as an Independent Director of the Company, for a second term of five (5) consecutive years, w.e.f. lOtt November,2019 to 9th November 2024.

5. Resolution No.S: Ordinary Resolution

Ratifrcation of remuneration to be paid to Messers D. Sabyasachi & Co., Cost accountants, the Cost Auditors of the Company for the financial year ending 31"t March, 2O2O.

Being interested in the remaining two resolutions concerning the remuneration/compensation by way of profit related commission or otherwise, as permissible, to Non-Executive Directors including Independent Directors; and to Shri Harsh V. Lodha, without prejudice to his voting rights on the Resolutions, he entrusted the conduct of t.l.e proceedings in respect of these two items of Special Businesses to Shri Yashwant Singh Lodha, (DP ID/Client ID: IN3OO484-ttg344r6) with the consent of Shri R. c. Tapuriah, Director and all Members present in the Meeting.

Shri Yashwant Singh Lodha accordingly took the Chair and then moved the following resolutions:

6. Resolution No.6: Ordinary Resolution

Remuneration/compensation to the Non-Executive Directors including Independent Directors of the Company.

7. Resolution No.7: Special Resolution

Remuneration/compensation by way of profit related comrnission or otherwise as permissible of an amount not exceeding O.75o/o of net prolit of the Company for the Iinancial year 2O79-2O to Shri Harsh V. Lodha (DIN:O039 4og4l, Norr- Executive Chairman of the Company.

Shri Yashwant Singh Lodha then requested Shri Harsh V. Lodha, Chairman to resume the chair for rest of the proceedings of the Meeting. Accordingly, Shri Harsh V. Lodha took the Chair and presided over the meeting "gairr.

Thereafter, the Chairrnan ordered for a poll to be taken at the Meeting on all the Seven (7) Resolutions for the ordinary as well as Special Businesses as set out under Item No(s). L, 2, 3, 4, 5, 6 and 7 of the Notice as aforesaid, but before commencement of polling, the Chairman requested the Scrutinizers to show the empty Ballot Box to the Members and then lock the Ballot box appropriately. The Chairman then requested the Members and Proxy present in the Meeting to cast tireir vote(s) and put the ballot papers in the Ballot Box, if they have not voted Urro"gh remote e-votingfaciliiy made avalantl uy the Company' The.Chgrrman categorically iniormed the *.*6.r" that any member, who has already exercised his/her ,rotes thiough Remote e-voting, is proiriUited to vote tlrgygh ballot process (po11) at the Meeting, ;d his/her vote, if any, cast at the Meeting shall be treated as invalid.

After completion of poll process, the Chairman informed that based on consolidated Scrutinizer's Report, the combined results of remote e-voting and voting through a baliot process (po11) at the Meeting shall be declared at the Registered Office"of the-Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.)-on the date, time and in ihe-, tllAnncr inrlinafaA h-l^"' 1^., ^ -^-^^- r--r-- ^--rr- ---: manner r r .,4..J:L'' indicated below, by a person duly authorized by him in this behalf.

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Resolution No.1	Adoption ofaudited financialstatements of the Company for thefinancial year ended March 31, 2019,and the Reports of the Board ofDirectors and Auditors thereon.	On 7ft August 2Ol9 at 1.00 PM
Resolution No. 2	Declaration of Dividend on EquityShares for the financial year ended
Resolution No.	March 3I,2019.Re-appointment of Shri Harsh V Lodhaas a Director, who retires by rotation.	I The Hon'ble High Court atCalcutta vide an order dated 2"0August, 2019 passed in G.A. No.1735 of 2019 (newly numberedas G.A. No. 43 of 2Ol9l in TS 6 of2OO4 in the Goods of PriyamvadaDevi Birla (Deceased) and HarshVardhan Lodha & Ors. v/sArvind Kumar Newar & Ors. haspassed an order, extract ofwhichto the extent prima facierelevant, is stated herein:"It has been brought to the noticeof this Court that the electionprocess for re-election of Mr.Harsh Vardhan Lodha as theDirector and/or Chairman of thecompany mentioned above hasalready started, this Court is notinclined to stay the electionprocess for the present. However,to protect the interest of theparties and to decide theapplications, this Court on €rnurgent basis directs that theelection process shall continueand shall be completed withinthe time scheduled but the resultof the election shall not be madepublic until expiry of six weeksfrom date or without leave of theCourt, whichever happensearlier."However, the Company is not aparty to such litigation.,IThe results in respect of theIordinary item ofIbusiness Irelating to re-appointment ofShri Harsh V. Lodha as theIIDirector/Chairman oftfr"Company, (as briefly statedI
		Jherein) shall not be made pubfic Iuntil expiry of six weeks fromIdate (i.e. 6tt August, 2Ol9l orI
		without leave of the Court,Iwhi;hwer happens earlier.;.1I
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		"Re-appointment of Shri HarshV. Lodha (DIN: 00394094) as aDirector, who retires by rotationand being eligible offered himselffor re-appointment."This is without prejudice to theCompany's rightsand
		contentions in law.
Resolution No. 4	Re-appointment ofSmt. ArchanaCapoor as an Independent Director ofthe Company for the second term of 5(five) consecutive years, i.e. with effectfrom 10. 1 1 .20 19 to 09. I L.2O24.
Resolution No. 5	Ratification of remuneration to be paidto Cost Auditors for the financial yearending 3lst March, 2020.
Resolution No. 6	Remuneration/compensation to NonExecutive Directors includingIndependent Directors.	On 7th August 2Ol9 at f .00 PM
Resolution No. 7	Remuneration/compensationby way ofprofit related commission or otherwiseas permissible of an amount notexceeding O.75o/o of net profit of theCompany for the financial year 2Ol9-20 to Shri Harsh V. Lodha, NonExecutive Non Independent Chairmanof the Companv.