BLB Limited — AGM Information 2020

Oct 17, 2020

17.10.2020

Scrip code: BSE: 532290 NSE: BLBllMITED /SIN.: INE791A01024

The Manager (Listing) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 The Manager (Listing) National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai-400 051

Dear Sir /Madam,

Subject: Minutes of the 39th Annual General Meetine

We are please to enclose herewith a copy of minutes of the 39th Annual General Meeting of the Company held on Monday, September 28, 2020 through Video Conferencing/ other audio visualmeans.

This is for your kind information and records.

Thanking you,

Yours Sincerely, For BLB LIMITEQ

(VARSHA YADAV) COMPANY SECRETARY Encl.: a/a

B LB L. 't d I CIN: L67120DL 1981PLC354823 lml e Corporate Member: NSE Reglsfll'ldOfflce: H.No. 4760-61/23, 3rd Floor, Ansari Road, Darya Ganj, New Oelhi-110 002 Tel: 011-49325600 Website : www.blblimited.com, Email : infoblb@blblimited.com

MINUTES OF THE 39TH ANNUAL GENERAL MEETING OF BLB LIMITED HELD ON MONDAY, THE 28TH DAY OF SEPTEMBER, 2020 COMMENCED AT 12:00 NOON AND CONCLUDED AT 01:05 P.M. THROUGH VIDEO CONFERENCING/ OTHER AUDIO VISUAL MEANS FACILITY

DIRECTORS' PRESENT:

SH. BRIJ RATTAN BAGRISMT. DHWANI JAIN		CHAIRMAN- CHAIRPERSON OF AUDIT / STAKEHOLDERS /
SH. ANSHUL MEHRA	$\blacksquare$	NOMINATION & REMUNERATION COMMITTEEEXECUTIVE DIRECTOR

IN ATTENDANCE:

MR. DEEPAK SHRIVASTAVA	CHIEF FINANCIAL OFFICER
MS. VARSHA YADAV	COMPANY SECRETARY

INVITEES:

SH. RAMESH KUMAR AHUJA SH. SHASHIKANT TIWARI

REPRESENTATIVE OF M/S R.K. AHUJA & CO., CHARTERED ACCOUNTANTS, STATUTORY AUDITORS PARTNER OF M/S. CHANDRASEKARAN ASSOCIATES, SECRETARIAL AUDITORS AND SCRUTINIZER

MEMBERS PRESENT

59 members holding 14,264,071 Equity Shares (26.98%) were present through video conferencing and 1 Director cum promoter holding 33,174,803 (62.75%) was also present at the meeting through video conferencing.

CHAIRMAN OF THE MEETING

In terms of Article 62 of the Article of Association of the Company, Sh. Brij Rattan Bagri, Chairman of the Board of Directors occupied the Chair.

All the Directors except Sh. Keshav Chand Jain, Sh. Ram Pal Sharma and Sh. Chitter Kumar Aggarwal, Independent Directors attended the meeting.

He explained that Sh. Keshav Chand Jain could not attend the meeting due to some technical issues, Sh. Ram Pal Sharma and Sh. Chitter Kumar Aggarwal could not attend the meeting due to pre-occupation.

He also informed that Mrs. Dhwani Jain, Chairperson of the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee was present at the meeting to answer the queries of shareholders.

OUORUM

Company Secretary with the permission of Chair declared that the requisite quorum was present, and thereafter called the meeting to order.

PROCEEDINGS

Ms. Varsha Yadav, Company Secretary, on behalf of the Board of Directors and with permission of Chairman, welcomed members of the Company at 39th Annual General Meeting 9 ("AGM").

CHAIRMAN'S INITIALS

The Company Secretary confirmed the presence of quorum and noted that 60 members including 01 authorized representative of non-individual members were personally present in the meeting through video conference (VC). The Company Secretary announced that in line with the framework prescribed by Ministry of Corporate Affairs vide its Circulars No. 14/2020 dated 8th April, 2020, Circular No. 17/2020 dated 13th April, 2020 and Circular No. 20/2020 dated 5th May, 2020 and SEBI Circular dated 12th May, 2020 ("Circulars") companies are allowed to hold AGM through VC and/or OAVM facility, without the physical presence of members at a common venue. Hence, the facility to appoint proxy to attend and cast vote for the members were not available for this AGM and the AGM of the Company is being held through VC or OAVM in compliance with the said Circulars.

It was informed by the Company Secretary that the Register of Directors and Key Managerial Personnel and their Shareholding, the Register of Contracts and Arrangements in which Directors are interested, Memorandum and Articles of Association and other relevant documents as referred in the Notice of AGM were kept open and made accessible to all the members for e-inspection throughout the meeting.

Pursuant to direction of the Chairman, the Company Secretary made statutory announcements regarding circulation of Notice convening the 39th Annual General Meeting, financial statements including Balance Sheet as at March 31, 2020 and Statement of Profit and Loss for the vear ended on that date together with the Reports of the Directors' and Auditors' thereon.

With the permission of chairman, the Company Secretary laid before the Meeting the Annual Report including the Balance Sheet as at March 31, 2020 together with all its annexure and attachments as circulated to the members. Thereafter, the Company Secretary informed the members that according to Section 145 of the Companies Act, 2013 reading of Auditors' qualifications, observations or comment which has adverse effect on the functioning of the company, before the AGM is mandatory. She further informed that Auditors' report of the company for the financial year 2019-20 was free from any qualifications, and observations, adverse remarks or comment, hence not required to be read before the AGM.

Company Secretary informed the members that since there were no qualifications, observations, comments or other remarks in the Secretarial Auditors Report, therefore the same were taken as read with permission of members present at the meeting.

The Chairman then addressed the members and delivered his speech on Company's performance and future outlook. Thereafter he asked the shareholders present to raise queries, if any, on the financials or working of the Company, thereafter few Shareholders present therein raised their queries on the financials of the Company which were replied by the Chairman to their satisfaction.

The Company explained the objective and implications of the resolutions proposed to be passed at AGM. The then informed that in compliance with the provisions of the Companies Act, 2013. along with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company had provided to the Members the facility to cast their vote through remote e-voting facility which commenced from Friday, September 25, 2020(9:00 A.M. IST) and ended on Sunday, September 27, 2020 (5:00 P.M. IST), on the resolutions set forth in the Notice of the AGM dated August 24, 2020.

It was further informed to the members that who had not cast their votes through remote e-voting are provided with an opportunity to cast their votes at the meeting through NSDL platform of e-voting. For the said purpose Company had appointed Mr. Rupesh Agarwal (COP: 5673) failing him Mr. Shashikant Tiwari (COP: 13050), Practicing Company Secretaries as the Scrutinizer to scrutinize the e - voting process.

IRMAN'S IITIALS

Mr. Shashikant Tiwari, Scrutinizer was present through video conferencing during the meeting.

The members were told that the results of e-voting and remote e-voting shall be posted on the website of the Company, NSDL, and the Stock Exchanges within 48 hours from the conclusion of the meeting.

Further, the members were informed that in case of ambiguity about the validity of votes casted, the scrutinizer shall decide the same in consultation with the Chairman, and the decision of scrutinizer on the validity or otherwise shall be final.

Company Secretary requested the members to cast their votes in respect of all the agenda items as stated in the Notice of Annual General Meeting on the NSDL platform provided during meeting. The members were allotted 30 minutes for casting their votes after the meeting is over.

Further, on the basis of votes received on the items of business contained in the Notice of the AGM through remote e-voting and e- voting, the Scrutinizer submitted his report for the remote evoting and e-voting to the Chairman of the Meeting. As per the report, the following resolutions were passed by the members of the Company with the requisite majority:

CONSIDERATION, APPROVAL AND ADOPTION OF AUDITED FINANCIAL STATEMENTS $\mathbf{1}$ OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020 ALONG WITH INDEPENDENT AUDITORS' REPORT THEREON AND DIRECTORS' REPORT.

"RESOLVED THAT audited Financial Statements of the Company for the financial year ended March 31, 2020 along with Independent Auditors' Report thereon and Directors' Report of the Company be and are hereby received, considered, approved and adopted."

Summary of the remote e-voting and e-voting on above resolution is as follows:

Total No. ofValid Votes Cast(E-voting)	Total No. of Votescast in favour(E-voting)	Total No. of Votescast against(E-voting)	Total no. ofInvalid votes
47327610	47326278	1332

The above resolution was passed by requisite majority as an Ordinary Resolution.

APPOINTMENT OF DIRECTOR IN PLACE OF SH. BRIJ RATTAN BAGRI (DIN: 00007441). 2. WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HIMSELF FOR RE-APPOINTMENT.

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof), Sh. Brij Rattan Bagri (DIN: 00007441). who retires by rotation and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company liable to retire by rotation."

Summary of the remote e-voting and e-voting on above resolution is as follows:

Total No. of ValidVotes Cast(E-voting)	Total No. of Votescast in favour(E-voting)	Total No. of Votescast against(E-voting)	Total no. ofInvalid votes
47327610	47325578	2032

CHAIRMAN'S INITIALS

The above resolution was passed by requisite majority as an Ordinary Resolution.

3. RE-APPOINTMENT OF MRS. DHWANI JAIN (DIN: 06985038) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made there under read with Schedule IV of the Act and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") (including any statutory modification(s) or re-enactment thereof for the time being in force) and on the basis of the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mrs. Dhwani Jain (DIN: 06985038), who was reappointed as an Independent director by board of directors for a further period of five (5) consecutive years w.e.f. October 20, 2019 and is currently serving as an Independent Director of the Company and who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and SEBI LODR Regulations and is not debarred from holding the office of director by virtue of any SEBI order or any other such authority and who is eligible for re-appointment for a second term under the provisions of the Act and the rules made thereunder and SEBI LODR Regulations and in respect of whom the Company has received a notice in writing from a member of the Company under Section 160 of the Act proposing her candidature for the office of the Independent Director of the Company, be and is hereby re-appointed as an Independent Director of the Company not liable to retire by rotation for another term of five years effective from October 20, 2019 till October 19, 2024."

Summary of the remote e-voting and e-voting on above resolution is as follows:

Total No. of ValidVotes Cast(E-voting)	Total No. of Votescast in favour(E-voting)	Total No. of Votescast against(E-voting)	Total no. ofInvalid votes
47327610	47325578	2032

The above resolution was passed by requisite majority as a Special Resolution.

APPOINTMENT OF SH. DEEPAK SETHI (DIN: 01140741) AS AN INDEPENDENT $4.$ DIRECTOR OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder, read with Schedule IV of the Act and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") (including any statutory modification(s) or re-enactment thereof for the time being in force) and on the basis of the recommendation of the Nomination and Remuneration Committee and the Board of Directors and in respect of whom the Company has received a notice in writing from a member of the Company under Section 160 of the Act proposing his candidature for the office of the Independent Director of the Company and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and SEBI LODR Regulations and is not debarred from holding the office of director by virtue of any SEBI order or any other such authority and who is eligible for appointment, Sh. Deepak Sethi (DIN: 01140741) be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation, to hold office for a term of five years from September 28, 2020 till September 27, 2025.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to finalize and issue the letter of appointment to the concerned director and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

IRMAN'S

TIALS

Summary of the remote e-voting and e-voting on above resolution is as follows:

Total No. of ValidVotes Cast(E-voting)	Total No. of Votescast in favour(E-voting)	Total No. of Votescast against(E-voting)	Total no. ofInvalid votes
47327610	47325578	2032	υ

The above resolution was passed by requisite majority as an Ordinary Resolution.

5. APPOINTMENT OF SH. GAURAV GUPTA (DIN: 00531708) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the Rules made thereunder, read with Schedule IV of the Act and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations") (including any statutory modification(s) or re-enactment thereof for the time being in force) and on the basis of the recommendation of the Nomination and Remuneration Committee and the Board of Directors and in respect of whom the Company has received a notice in writing from a member of the Company under Section 160 of the Act proposing his candidature for the office of the Independent Director of the Company and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and SEBI LODR Regulations and is not debarred from holding the office of director by virtue of any SEBI order or any other such authority and who is eligible for appointment, Sh. Gaurav Gupta (DIN: 00531708) be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation, to hold office for a term of five years from September 28, 2020 till September 27, 2025.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to finalize and issue the letter of appointment to the concerned director and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution."

Summary of the remote e-voting and e-voting on above resolution is as follows:

Total No. of ValidVotes Cast(E-voting)	Total No. of Votescast in favour(E-voting)	Total No. of Votescast against(E-voting)	Total no. ofInvalid votes
47327610	47325578	2032

The above resolution was passed by requisite majority as an Ordinary Resolution.

VOTE OF THANKS

There being no other business to transact at the meeting. The Chairman appreciated all the members for sparing their valuable time and for the co-operation extended by them.

With this the proceedings of the 39th Annual General Meeting stood concluded at 01:05 P.M.

: 17-10-2020: 17-10-2020 Date of Entry Date of Signing Place of signing : $\bigcap$ len

(BRII RATTANA

Chairman of the Meeting

CHAIRMAN'S INITIALS