Ceat Ltd. — AGM Information 2021

Sep 15, 2021

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September 15, 2021

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Security Code: 500878

National Stock Exchange of India Limited

Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Symbol: CEATLTD NCD Symbol: CL23, CL25

CP Listed ISIN: INE482A14AI8, INE482A14AJ6, INE482A14AK4, INE482A14AL2, INE482A14AM0, INE482A14AN8

Sub: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Brief Proceedings of the 62[nd] Annual General Meeting of the Company.

Dear Sir/Madam,

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith brief proceedings of the 62[nd] Annual General Meeting of the Company held on Tuesday, September 14, 2021, at 4.30 p.m. (IST), through Video Conferencing / Other Audio Visual Means.

You are requested to kindly take note of the same and disseminate appropriately.

Thanking you,

Yours faithfully, For CEAT Limited

Vallari Gupte

Company Secretary and Compliance Officer

Encl: As above

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Brief proceedings of the 62[nd] Annual General Meeting of CEAT Limited (‘the Company’), held on Tuesday, September 14, 2021.

The Sixty Second Annual General Meeting (‘AGM’) of the Company was held on Tuesday, September 14, 2021 at 4:30 p.m. (IST) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) in compliance with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020 and Circular No. 02/2021 dated January 13, 2021 issued by the Ministry of Corporate Affairs (‘MCA’) and Circulars dated May 12, 2020 and January 15, 2021 issued by Securities and Exchange Board of India (‘SEBI’) and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

Mr. H. V. Goenka, Chairman of the Company, chaired the meeting and after ascertaining the quorum, called the meeting to order at 4:30 p.m. The Chairman commenced the proceedings by welcoming the Members to the AGM. The Chairman informed the Members that in view of the continuing COVID-19 pandemic, and to ensure social distancing norms, the Annual General Meeting of the Company was convened through Video Conferencing or Other Audio-Visual Means, in accordance with various circulars issued by the Ministry of Corporate Affairs and SEBI in this regard and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Chairman then introduced the members of the Board who were attending the meeting and in particular confirmed the presence of Mr. Mahesh Gupta, Chairman of Audit Committee, Risk Management Committee and Nomination and Remuneration Committee and Mr. Vinay Bansal, Chairman of Stakeholders’ Relationship Committee. The Chairman then informed that the representatives of Statutory Auditors ‘S R B C & CO. LLP’ and Secretarial Auditors ‘Parikh & Associates’ were also attending this meeting. Total 76 Members were present at the AGM through the VC/OAVM facility provided through WebEx and Webcast facility of National Securities Depository Limited (NSDL). Ms. Vallari Gupte, Company Secretary and Mr. Kumar Subbiah, Chief Financial Officer were in attendance.

The Chairman also informed the Members that there was no proxy facility available for this Meeting, as it was dispensed by MCA in view of the meeting being held through VC/OAVM, while other statutory registers were available for inspection electronically.

Thereafter, the Chairman took the Notice already sent to the Members as read. He then mentioned that pursuant to Resignation of Mr. Paras K. Chowdhary (DIN: 00076807) with effect from September 3, 2021, Resolution No. 6 of the AGM Notice pertaining to re-appointment of Mr. Paras K Chowdhary as an Independent Director, had become inoperative and stood withdrawn and as such no voting results would be provided on the aforesaid resolution no. 6 by the Scrutinizer.

The Chairman also mentioned that the Auditor's Report as well as Secretarial Auditor's Report did not contain any qualification, observation or comment, hence, it was not required to read the Auditor's Report as well as Secretarial Auditor’s Report at the meeting.

The Chairman addressed the meeting, inter-alia, highlighting the industry scenario, financial performance of the Company, capacity expansion, highlights of FY 2020-21 and that of Q1 of FY 2021-22, etc.

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Ms. Vallari Gupte, Company Secretary of the Company informed the Members that the Company had provided the facility of ‘remote e-voting’ for voting on the resolutions contained in the Notice calling the AGM, from September 11, 2021 to September 13, 2021. She then informed that the Company had also provided the facility to vote at the meeting through the e-voting platform of NSDL to those Members who did not exercise their right to vote through remote e-voting. She further informed that Mr. Mitesh Dhabliwala of M/s. Parikh & Associates, Practicing Company Secretaries was present as the Scrutinizer for remote e-voting as well as e- voting at the AGM and the Scrutinizer would hand over the combined report on voting within two working days of conclusion of the AGM, which shall be filed with the Stock Exchanges and uploaded on the website of the Company and that of NSDL.

The Chairman then invited the Members who had registered themselves as Speakers in advance by sending request from their registered email ID to express their views / ask questions in the AGM. The Chairman then replied to the queries raised at the AGM.

The Chairman thanked the Members for attending the Meeting and declared the meeting as concluded and informed that those Members who have not voted through remote e-voting may cast their votes during next 15 minutes and authorised the Company Secretary of the Company to receive the voting results and intimate same to the Stock Exchanges.

Items of business as mentioned in the Notice convening the AGM, which were put to vote through remote e-voting and e-voting at the AGM were as under:

Sr. No	Business Conducted at the AGM	Type of Resolution
1.	Adoption of a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon; b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021, together with the Report of the Auditors thereon.	Ordinary
2.	Declaration of Dividend of ₹ 18/- per equity share of face value of ₹ 10/- each for the Financial Year ended March 31, 2021.	Ordinary
3.	Appointment of a Director in place of Mr. Arnab Banerjee (DIN: 06559516), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.	Ordinary

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Sr. No	Business Conducted at the AGM	Type of Resolution
4.	Ratification of remuneration payable to M/s D.C. Dave & Co., Cost Auditor of the Company for the Financial Year ending March 31, 2022.	Ordinary
5.	Appointment of Ms. Priya Nair (DIN: 07119070) as an Independent Director with effect from October 27, 2020 up to October 26, 2025, for the term of five consecutive years.	Ordinary
6.	Re-appointment of Mr. Paras K. Chowdhary (DIN: 00076807) as an Independent Director with effect from August 9, 2021 up to August 8, 2026, for the second term of five consecutive years.(Inoperative and stood withdrawn)	Special
7.	Approval of payment of remuneration to Mr. H. V. Goenka, Non-executive Chairman, for the year 2020-21.	Special
8.	Approval for issuance of Non-convertible Debentures up to ₹ 500 Crores on private placement basis.	Special
9.	Approval to keep the Registers and Indexes of Members and Debenture Holders and copies of all Annual Returns together with the copies of certificates and documents required to be annexed thereto or any other documents as may be required thereunder, at the office of TSR Darashaw Consultants Private Limited, Registrars and Transfer Agents of the Company.	Special

All the 8 valid resolutions as set out in the Notice of the AGM except the resolution at item no. 6 (Since inoperative and withdrawn) were duly approved by the Members with requisite majority.

The AGM concluded at 5.25 p.m., including the time provided for e-voting at the AGM.

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