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Castrol India Ltd — AGM Information 2022
Jun 8, 2022
60478_rns_2022-06-08_b32b999e-9c36-493e-b2e2-e510c14bc4f6.pdf
AGM Information
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8 June 2022
To, The BSE Limited, National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Bandra East, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 500870 Scrip Symbol: CASTROLIND
Dear Sir/Madam,
Sub.: Proceedings of the 44[th] Annual General Meeting of the Company held on 8 June 2022
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Part A of Schedule III thereto, please find enclosed the summary of the proceedings of the 44[th] Annual General Meeting of the Company held on Wednesday, 8 June 2022, at 10:00 a.m. (IST) through Video Conferencing facility /Other Audio-Visual Means ("VC/OAVM") and concluded at 1:01 p.m. (IST).
You are requested to take the same on record.
Thank you.
Yours faithfully,
For Castrol India Limited
Digitally signed by HEMANGI YATEEN GHAG HEMANGI DN: c=IN, postalCode=400055, st=MAHARASHTRA, l=MUMBAI, o=Personal, serialNumber=aac195dbdaec298aac135ee5641193 2eca22efcf109568162c11b6e1cd75e10d, YATEEN pseudonym=fea1e7cef6124de09cbca5e7d11f6356, 2.5.4.20=e1426ddbd666b2286c3c25e0ddb6f47311f c25336d93ea5c79eb134b33a3783a, [email protected], cn=HEMANGI GHAG YATEEN GHAG Date: 2022.06.08 16:50:21 +05'30' Hemangi Ghag
Company Secretary & Compliance Officer
Encl.: As above
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Summary of the Proceedings of 44[th] Annual General Meeting of Castrol India Limited held on 8 June 2022
The 44[th] Annual General Meeting (“AGM” or “Meeting”) of Castrol India Limited (“the Company”) was held on Wednesday, 8 June 2022 through Video Conferencing facility / Other Audio Visual Means (“VC/OAVM”). The Meeting commenced at 10:00 a.m. (IST) and concluded at 1:01 p.m. (IST).
The requisite quorum being present, the Chairman commenced the Meeting at 10:00 a.m. (IST). Mr. R. Gopalakrishnan, Chairman of the Board, chaired the Meeting and stated that since the Meeting is being conducted virtually where members cannot join in person, the proxy facility was not necessitated and accordingly was not provided. On Chairman’s proposal, the Directors elected Mr. Uday Khanna as an Alternate Chairman to maintain the continuity of the Meeting in the unlikely event of technology connectivity being lost for the Chairman.
The Chairman then introduced the Directors and Company Secretary present. The Meeting was attended by all Directors (except two Nominee Directors who could not join the meeting due to other commitments), Company Secretary and representatives of the Statutory Auditors and the Secretarial Auditors.
The Chairman informed that the Company has appointed Mr. K. G. Saraf, Proprietor of M/s. Saraf & Associates, Practising Company Secretaries, as Scrutinizer for remote e-voting and e-voting at the Meeting.
The Notice convening the AGM was taken as read. The Chairman stated that the reports from the Statutory Auditor and the Secretarial Auditor did not contain any qualifications, reservations or adverse remarks and were therefore, taken as read with permission of the members present.
The Company Secretary of the Company then provided general instructions to the Members present regarding participation and e-voting at the Meeting. It was also stated that the Company had provided its Members facility to exercise their right to vote on resolutions proposed to be considered at the 44[th] AGM, by electronic means (remote e-voting). The remote e-voting period began on Saturday, 4 June 2022 at 9.00 a.m. (IST) and ended on Tuesday, 7 June 2022 at 5.00 p.m. (IST). During this period, Members of the Company, who held shares either in physical form or in dematerialized form, as on the cut-off date being Wednesday, 1 June 2022, were eligible to vote by electronic means or at the AGM. Further, members present at the Meeting could cast their votes by means of e-voting that was available during the Meeting and for 15 minutes after the conclusion
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of the Meeting, in respect of all the resolutions. Members who had already cast their votes through remote e-voting system were informed that they could not vote again at the Meeting.
Mr. R. Gopalakrishnan then addressed the Meeting and also briefed the Members on the operational and financial performance of the Company for the financial year ended 31 December 2021 and the future outlook of the Company. He also highlighted the progress made by the Company on its sustainability agenda and the Corporate Social Responsibility initiatives.
Thereafter, members who had registered themselves as speakers were requested to ask questions, which were later responded / addressed by Mr. R. Gopalakrishnan, Chairman, Mr. Sandeep Sangwan, Managing Director, Mr. Deepesh Baxi, Wholetime Director & Chief Financial Officer and Ms. Hemangi Ghag, Company Secretary & Compliance Officer.
After answering the pertinent and material questions raised by speaker shareholders, the following items of business as set out in the Notice were put for the Members’ approval by way of e-voting:
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To receive, consider and adopt the audited financial statements for the financial year ended 31 December 2021 and the reports of the Board of Directors and the statutory auditors thereon.
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To declare a final dividend on equity shares for the financial year ended 31 December 2021.
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To appoint a Director in place of Mr. Sashi Mukundan (DIN: 02519725), who retires by rotation and being eligible, offers himself for re-appointment.
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To appoint a Director in place of Mr. Deepesh Baxi (DIN: 02509800), who retires by rotation and being eligible, offers himself for re-appointment.
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To re-appoint Statutory Auditors and fix their remuneration.
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To consider and ratify the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants, for the financial year ending 31 December 2022.
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To consider the appointment of Mr. Mayank Pandey (DIN: 09274832) as Director of the Company.
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To consider the appointment of Mr. Mayank Pandey (DIN: 09274832) as a Wholetime Director of the Company for a period of five years effective 9 August 2021.
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To consider the appointment of Mr. Saugata Basuray (DIN: 09522239) as Director of the Company.
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To consider the appointment of Mr. Saugata Basuray (DIN: 09522239) as a Wholetime Director of the Company for a period of five years effective 1 April 2022.
The Members were informed that the consolidated result of remote e-voting and e-voting conducted at the AGM would be declared within two working days of the conclusion of the AGM and will be shared with the Stock Exchanges and uploaded on the websites of the Company and CDSL.
Mr. R. Gopalakrishnan then concluded the meeting and informed the Members that the e-voting facility will be available for 15 minutes after the closure of the Meeting. He thanked the Directors and Members for participating in the Meeting and wished everyone good health and safety in days to come.
For Castrol India Limited
Digitally signed by HEMANGI YATEEN GHAG DN: c=IN, postalCode=400055, HEMANGI st=MAHARASHTRA, l=MUMBAI, o=Personal, serialNumber=aac195dbdaec298aac135ee5641 1932eca22efcf109568162c11b6e1cd75e10d, pseudonym=fea1e7cef6124de09cbca5e7d11f6 YATEEN 356, 2.5.4.20=e1426ddbd666b2286c3c25e0ddb6f47 311fc25336d93ea5c79eb134b33a3783a, [email protected], cn=HEMANGI GHAG YATEEN GHAG Date: 2022.06.08 16:50:42 +05'30' Hemangi Ghag
Company Secretary & Compliance Officer