BSE Limited — AGM Information 2020

Jul 31, 2020

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Date: July 31, 2020

To,

The Listing Department,

National Stock Exchange of India Limited

Exchange Plaza, 5[th] Floor, Plot No. C/1 G Block, Bandra-Kurla Complex, Bandra (E) Mumbai – 400 051

Symbol: BSE ISIN: INE118H01025

Ref: Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Sub: Proceedings of the Fifteenth Annual General Meeting (15[th] AGM) held on July 30, 2020

Dear Madam/Sir,

In terms of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith copy of the proceedings of the 15[th] AGM of the Members of the Company held on Thursday, July 30, 2020 at 3:00 P.M. through video conference.

Kindly take the above intimation on your record.

Thanking you, Yours faithfully, For BSE Limited

Sd/-

Prajakta Powle Company Secretary and Compliance Officer

Encl: a/a

BSE - INTERNAL

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SUMMARY OF THE PROCEEDINGS OF THE FIFTEENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF BSE LIMITED HELD ON THURSDAY, JULY 30, 2020 AT 3:00 P.M. THROUGH VIDEO CONFERENCE

The Fifteenth Annual General Meeting (“AGM”) of the Members of the Company was held on Thursday, July 30, 2020 at 3:00 P.M. through video conference (VC).

The AGM was held in compliance with the General Circular Nos. 14/2020, 17/2020 and 20/2020 dated April 8, 2020, April 13, 2020 and May 5, 2020, respectively, issued by Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020 issued by Securities and Exchange Board of India.

Justice Vikramajit Sen, Chairman of the Board of the Company chaired the proceedings of the AGM from his residence in New Delhi and after welcoming all the Members present, the Chairman introduced the other Board Members of the Company, who attended the AGM through video conferencing facility:

Sr.No.	Name of Directors	Category of Directors
1.	Shri Sumit Bose	Public Interest Director (Chairman of Audit Committee)
2.	Shri S. S. Mundra	Public Interest Director (Chairman of the Nominationand Remuneration Committee)
3.	Shri David Wright	Public Interest Director (Chairman of Risk ManagementCommittee)
4.	Shri Umakant Jayaram	Public Interest Director
5.	Sushri Jayshree Vyas	Public Interest Director (Chairperson of CorporateSocial Responsibility Committee)
6.	Shri Ashishkumar Chauhan	Managing Director & CEO

The Chairman informed that Smt. Usha Sangwan, Shareholder Director and Chairperson of Stakeholders’ Relationship/Share Allotment Committee was unable to attend the AGM and had authorized Shri Ashishkumar Chauhan, Managing Director & CEO to respond to Shareholders

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queries. Further, Members of Executive Management Committee and Company Secretary & Compliance Officer of the Company were also attending the AGM from registered office.

The representatives of M/s. S. R. Batliboi & Co. LLP, Statutory Auditors, M/s. Dhrumil M Shah & Co., Secretarial Auditors, M/s. S Panse & Co. LLP, Internal Auditors and M/s N. L. Bhatia & Associates, Scrutinizers for this AGM were present at the AGM through VC.

A total of 120 Members representing 2,91,784 shares attended the AGM. As the requisite quorum was present, the Chairman called the AGM to order and commenced the proceedings of the AGM. Further, the Chairman informed that, as the AGM was held through video conference, the facility for appointment of proxy was not applicable.

With the permission of the Members, Chairman took the Notice of the AGM along with the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2020 and the report of Board of Directors thereon, being already circulated electronically considered as read.

The Chairman further informed that the Auditors’ Report, forming part of the Annual Report, which was circulated electronically to the Shareholders, did not contain any adverse qualification, observation or comment on financial transactions or matters.

The Chairman then informed that the Register of Directors and Key Managerial Personnel (KMPs) and their shareholding and Register of Contracts or arrangements in which the Directors were interested pursuant to the provisions of Sections 170 and 189 of the Companies Act, 2013 were available for electronic inspection.

Company Secretary & Compliance Officer, informed the Members that in compliance with the applicable Acts, Regulations and Circulars, the Company had provided the facility to its Members, to cast their votes through remote e-voting, on all resolutions set forth in the Notice. Further, Members who had not casted their votes through remote e-voting and who participated in the AGM had an opportunity to cast their votes during the AGM through the e-voting system provided by the Registrar and Transfer Agent of the Company. It was also informed that, since the mode of conducting the AGM was electronic, there was no proposing and seconding of the items set out in the Notice of AGM.

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The Members were informed that only the Shareholders who were not Trading Members of the Exchange or their Associates and Agents could vote for item nos. 3, 4, 5 and 6 of the Notice of the AGM, in pursuance of Regulation 2(1)(u) of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018.

Company Secretary and Compliance Officer of the Company also informed that the Board of Directors had appointed Shri N L Bhatia, Partner of M/s. N L Bhatia and Associates, Practicing Company Secretaries, as the Scrutinizer for the purpose of scrutinizing the voting process (both remote e-voting and e- voting at the AGM) for the resolutions included in the Notice of the AGM.

The Chairman then addressed the Members and gave an overview of the Company’s performance and its future outlook.

A fair opportunity was given to the Members of the Company who were entitled to attend and vote at the AGM, to seek clarifications and/ or offer comments to the items of the business and the same were adequately answered/ clarified by Shri Ashishkumar Chauhan, Managing Director & CEO.

The Chairman announced that, Smt. Prajakta Powle, Company Secretary and Compliance Officer was authorised, to declare the voting results along with the Scrutinizer’s Report which shall also be placed on the Company’s website immediately after the result are declared.

All the resolutions set out in the Notice calling AGM were passed with requisite majority and were deemed to be passed on the date of AGM i.e. July 30, 2020.

The Chairman then thanked the Members and Stakeholders attending the AGM through video conference for extending their co-operation and concluded the AGM at 5:00 P.M.

Thanking you, For BSE Limited

Sd/-

Prajakta Powle Company Secretary & Compliance Officer Place: Mumbai Date: July 31, 2020

BSE - INTERNAL