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Cipla Ltd. Regulatory Filings 2020
59275_rns_2020-08-28_20e389b9-0fd4-480f-a9e0-6824f1fba904.pdf
Regulatory Filings
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27th August 2020
(1) BSE Ltd. Listing Department Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001
Scrip Code: 500087
- (3) SOCIETE DE LA BOURSE DE LUXEMBERG Societe Anonyme 35A Boulevard Joseph II, L-1840 Luxembourg
- (2) National Stock Exchange of India Ltd. Listing Department Exchange Plaza, 5th floor, Plot no. C/1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai- 400 051
Scrip Code: CIPLA EQ
Sub: Voting Results and Combined Scrutinizer's Report' of the 84th Annu al General Meeting of the Company
Dear Sirs,
Please find enclosed details of the voting results of the 84th Annual General Meeting of the Company held on Thursday, 27th August, 2020 at 3.00 P.M. (1ST) in the format as prescribed under Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Kegulations 2015 together with combined scrutini7er's report.
Kindly acknowledge receipt.
Thank you,
Yours faithfully, For Cipla Limited
Rajendra Chopra Company Secretary
Encl.: as above
Prepared by: Mandar Kurghode
Cipla Ltd.
| CIPLA LIMITED | |
|---|---|
| Date of the AGM/EGM | 27-08-2020 |
| Total number of shareholders on record date | 313149 |
| No. of shareholders present in the meeting either in person: | |
| Promoters and Promoter Group: | Not Applicable |
| Public: | Not Applicable |
| No. of Shareholders attended the meeting through Video | |
| Conferencing | |
| Promoters and Promoter Group: | 16 |
| Public: | 199 |
| Resolution required: (Ordinary/ Special) | Ordinary | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Resolution Description : | thereon. | To receive, consider and adopt the standalone financial statements of the Company for thefinancial year ended 31st March, 2020 and the reports of the Board of Directors and Auditors | |||||||
| Whether promoter/ promoter group are interested in theagenda/resolution? | No | ||||||||
| CategoryMode of Voting | No. of sharesheld | polled | %of Votes PolledNo. of votes on outstandingshares | No. ofVotes-infavour | No. ofVotes-Against | %of Votes inpolled | %of Votesfavour on votes against on votespolled | ||
| [1] | [2] | [3]={[2]/[1]}*100 | [4] | [5] | 0 | [6]={[4]/[2]}*10 {7]={[5]/[2]}*100 | |||
| E-voting | 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | ||||
| Promoter and Promoter Poll | 295485596 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Group | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 295485596 | 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | |||
| E-voting | 285223490 | 79.1063 285223490 | 0 | 100.0000 | 0.0000 | ||||
| Poll | 360557367 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Public Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 360557367 | 285223490 | 79.1063 285223490 | 0 | 100.0000 | 0.0000 | |||
| E-voting | 10968280 | 7.29805 | 10967461 | 819 | 99.9925 | 0.0075 | |||
| Poll | 150290483 | 0 | 0.00000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Public Non Institutions | Postal Ballot | 0 | 0.00000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 150290483 | 10968280 | 7.29805 | 10967461 | 819 | 99.9925 | 0.0075 | ||
| Total | 806333446 | 591677366 | 73.37875 591676547 | 819 | 99.9999 | 0.0001 |
| Resolution required: (Ordinary/ Special) | Ordinary | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Description: | To receive, consider and adopt the consolidated financial statements of the Company for thefinancial year ended 31st March, 2020 and the report of the Auditors thereon. | |||||||||
| agenda/ resolution? | Whether promoter/ promoter group are interested in the | No | ||||||||
| Category | Mode of Voting | No. of shares No. of votesheld | polled | % of Votes Polledshares | -in favour | -Against | %of Votes inpolled | on outstanding No. of Votes No. of Votes favour on votes % of Votes againston votes polled | ||
| [1] | [2] | [3]={[2]/[1]}*100 | [4] | [5] | 0 | [6]={[4]/[2]}*10 [7]={[5]/[2]}*100 | ||||
| E-Voting | 295485596 | 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | ||||
| Promoter and Promoter Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Group | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 295485596 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | |||||
| E-Voting | 285223490 | 79.1063 285223490 | 0 | 100.0000 | 0.0000 | |||||
| Poll | 360557367 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Public Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 360557367 285223490 | 79.1063 285223490 | 0 | 100.0000 | 0.0000 | |||||
| E-Voting | 10968181 | 7.2980 | 10967384 | 797 | 99.9927 | 0.0073 | ||||
| Poll | 150290483 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Public Non Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 150290483 | 10968181 | 7.2980 | 10967384 | 797 | 99.9927 | 0.0073 | |||
| Total | 806333446 59167726773.3787 59167647079799.9999 | 0.0001 |
| Resolution required: (Ordinary/ Special) | Ordinary | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Description : | S Radhakrishnan (DIN: 02313000) as a director liable to retire by rotationTo re-appoint Mr | |||||||||
| Whether promoter/ promoter group are interested in theagenda/ resolution? | No | |||||||||
| Category | Mode of Votingheld[1] | No. of shares No. of votes | polled | % of Votes Polledshares | -in favour | -Against | %of Votes inpolled | on outstanding No. of Votes No. of Votes favour on votes % of Votes againston votes polled | ||
| [2] | [3]={[2]/[1]}*100 | (4] | (5] | 0 | [6]={[4]/[2]}*10 (7]={[5]/[2]}*100 | |||||
| E-Voting | 295485596 | 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | ||||
| Promoter and Promoter Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Group | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 295485596 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | |||||
| E-Voting | 295715800 | 82.0163 281945030 | 13770770 | 95.3432 | 4.6568 | |||||
| Poll | 360557367 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Public Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 360557367 295715800 | 82.0163 281945030 | 13770770 | 95.3432 | 4.6568 | |||||
| E-Voting | 10803786 | 7.1886 | 10799933 | 3853 | 99.9643 | 0.0357 | ||||
| Poll | 150290483 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Public Non Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 150290483 | 10803786 | 7.1886 | 10799933 | 3853 | 99.9643 | 0.0357 | |||
| Total | 806333446 602005182 | ---- | 74.6596 588230559 | 13774623 | 97.7119 | 2.2881 |
| Resolution required: (Ordinary/ Special) | Ordinary | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Description : | To confirm interim and special dividend paid during the financial year as final dividend | |||||||||
| Whether promoter/ promoter group are interested in theagenda/resolution? | No | |||||||||
| Category | Mode of Voting | No. of shares No. of votesheld[1] | polled | % of Votes Polledshares | -in favour | -Against | %of Votes inpolled | on outstanding No. of Votes No. of Votes favour on votes % of Votes againston votes polled | ||
| [2] | [3]={[2]/[1]}*100 | [4] | [5] | 0 | [6]={[4]/[2]}*10 [7]={[5]/[2]}*100 | |||||
| E-Voting | 295485596 | 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | ||||
| Promoter and Promoter Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Group | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 295485596 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | |||||
| E-Voting | 296124289 | 82.1296 296124289 | 0 | 100.0000 | 0.0000 | |||||
| Poll | 360557367 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Public Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 360557367 296124289 | 82.1296 296124289 | 0 | 100.0000 | 0.0000 | |||||
| E-Voting | 10968185 | 7.2980 | 10966101 | 2084 | 99.9810 | 0.0190 | ||||
| Poll | 150290483 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Public Non Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 150290483 10968185 | 7.2980 | 10966101 | 2084 | 99.9810 | 0.0190 | ||||
| Total | 806333446 60257807074.7306 602575986208499.99970.0003 |
| Resolution required: (Ordinary/ Special) | Special | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Resolution Description : | To re-appoint Ms Naina Lal Kidwai(DIN 00017806) as an independent director ofthe Company | ||||||||
| Whether promoter/ promoter group are interested in theagenda/resolution? | No | ||||||||
| Category | Mode of Voting | No. of shares No. of votesheld | polled | % of Votes Polledshares | -in favour | -Against | %of Votes inpolled | on outstanding No. of Votes No. of Votes favour on votes % of Votes againston votes polled | |
| [1] | [2] | [3]={[2]/[1]}*100 | [4) | [5] | 0 | [ 6)={[ 4)/[2]}* 10 (7]={[5]/[2]}*100 | |||
| E-Voting | 295485596 | 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | |||
| Promoter and Promoter Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Group | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 295485596 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000! | ||||
| E-Voting | 295599093 | 81.9839 289078055 | 6521038 | 97.7940 | 2.2060 | ||||
| Poll | 360557367 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Public Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 360557367 295599093 | 81.9839 289078055 | 6521038 | 97.7940 | 2.2060 | ||||
| E-Voting | 10967667 | 7.2976 | 10953210 | 14457 | 99.8682 | 0.1318 | |||
| Poll | 150290483 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Public Non Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 150290483 | 10967667 | 7.2976 | 10953210 | 14457 | 99.8682 | 0.1318 | ||
| Total | 806333446 602052356 | 74.6654 595516861 | 6535495 | 98.9145 | 1.0855 |
| Resolution required: (Ordinary/ Special) | Ordinary | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Description : | To re-appoint Ms Samina Hamied(DIN: 00027923) as a whole-timedirector designated asExecutive Vice-Chairperson. | |||||||||
| Whether promoter/ promoter group are interested in theagenda/resolution? | Yes | |||||||||
| Category | Mode of Voting | No. of sharesheld | No. of votespolled | % of Votes Polledon outstanding No. of Votesshares | -in favour | No. of Votes-Against | %of Votes infavour on votespolled | % of Votes againston votes polled | ||
| [1] | [2] | [3]={[2]/[1]}*100 | [4] | [5] | [6]={[ 4]/[2]}*100 | [7]={[5]/[2]}*100 | ||||
| E-Voting | 295485596 | 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | ||||
| Promoter and Promoter Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Group | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 295485596 | 295485596 | 100.0000 295485596 | 0 | 100.0000 | 0.0000 | ||||
| E-Voting | 295539820 | 81.9675 288150562 | 7389258 | 97.4997 | 2.5003 | |||||
| Poll | 360557367 | 0 | 0.0000 | 0 | 0 | 0.0000 | o.ooool | |||
| Public Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 360557367 | 295539820 | 81.9675 288150562 | 7389258 | 97.4997 | 2.5003 | ||||
| E-Voting | 10968112 | 7.2979 | 10963926 | 4186 | 99.9618 | 0.0382 | ||||
| Poll | 150290483 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Public Non Institutions | Postal Ballot | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 150290483 | 10968112 | 7.2979 | 10963926 | 4186 | 99.9618 | 0.0382 | |||
| Total | 806333446 | 601993528 | 74.6581 594600084 | 7393444 | 98.7718 | 1.2282 |
| Resolution required: (Ordinary/ Special) | Special | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Description: | 3,000 crore. | To authorise issuance of equity shares/ other securities convertible into equity shares up to Rs. | ||||||||
| Whether promoter/ promoter group are interested in theagenda/resolution? | No) | |||||||||
| Category | Mode of Voting | No. of sharesheld | No. of votespolled$[2]$ | % of Votes Polledon outstandingshares$[3] = { [2] / [1] }$ *100 | - in favour[4] | -Against$[5]$ | % of Votes inpolled$[6] = { [4] / [2] }$ *100 | No. of Votes No. of Votes favour on votes % of Votes againston votes polled$[7] = { [5] / [2] } * 100$ | ||
| $[1]$ | ||||||||||
| E-Voting | 295485596 | 295485596 | 100.0000 | 295485596 | 100.0000 | 0.0000 | ||||
| Promoter and Promoter | Poll | 0.0000 | 0 | $\epsilon$ | 0.0000 | 0.0000 | ||||
| Group) | Postal Ballot | 0.0000 | O | ſ | 0.0000 | 0.0000 | ||||
| Total | 295485596 | 295485596 | 100.0000 | 295485596 | O | 100.0000 | 0.0000 | |||
| E-Voting | 296149903 | 82.1367 | 294481522 | 1668381 | 99.4366 | 0.5634 | ||||
| l Public Institutions | Poll | 360557367 | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | ||||
| Postal Ballot | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | ||||||
| Total | 360557367 | 296149903 | 82.1367 | 294481522 | 1668381 | 99.4366 | 0.5634 | |||
| E-Voting | 10968117 | 7.2979 | 10955391 | 12726 | 99.8840 | 0.1160 | ||||
| Public Non Institutions | Poll | 150290483 | 0.0000 | 0 | 0.0000 | 0.0000 | ||||
| Postal Ballot | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | ||||||
| Total | 150290483 | 10968117 | 7.2979 | 10955391 | 12726 | 99.8840 | 0.1160 | |||
| Total | 806333446 | 60092250974.7338168110799.72100.2790602603616 |
| Resolution required: (Ordinary/ Special) | Ordinary | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution Description: | To ratify remuneration of the cost auditors for the financial year 2020-21. | ||||||||||
| Whether promoter/ promoter group are interested in theagenda/resolution? | No | ||||||||||
| Category | Mode of Votingheld$[1]$ | No. of shares | No. of votespolled | % of Votes Polledon outstandingshares | – in favour | -Against | % of Votes inpolled | No. of Votes No. of Votes favour on votes % of Votes againston votes polled | |||
| $[2]$ | $[3] = { [2] / [1] }$ *100 | $[4]$ | [5] | $[6] = { [4] / [2] }$ *100 | $[7] = { [5] / [2] }$ * 100 | ||||||
| E-Voting | 295485596 | 295485596 | 100.0000 | 295485596 | 100.0000 | 0.0000 | |||||
| Promoter and Promoter | Poll | 0.0000 | 0.0000 | 0.0000 | |||||||
| Group | Postal Ballot | 0.0000 | 0.0000 | 0.0000 | |||||||
| Total | 295485596 | 295485596 | 100.0000 | 295485596 | 100.0000 | 0.0000 | |||||
| E-Voting | 296024289 | 82.1019 | 296024289 | 100.0000 | 0.0000 | ||||||
| Public Institutions | Poll | 360557367 | 0.0000 | 0.0000 | 0.0000 | ||||||
| Postal Ballot | U | 0.0000 | $\Omega$ | 0.0000 | 0.0000 | ||||||
| Total | 360557367 | 296024289 | 82.1019 | 296024289 | 100.0000 | 0.0000 | |||||
| E-Voting | 10968082 | 7.2979 | 10966294 | 1788 | 99.9837 | 0.0163 | |||||
| lPublic Non Institutions | Poll | 150290483 | ŋ | 0.0000 | 0.0000 | 0.0000 | |||||
| Postal Ballot | O | 0.0000 | O | ſ | 0.0000 | 0.0000 | |||||
| Total | 150290483 | 10968082 | 7.2979 | 10966294 | 1788 | 99.9837 | 0.0163 | ||||
| Total | 806333446 | 602477967 | 74.7182 | 602476179 | 1788 | 99.9997 | 0.0003 |
To, The Chairman, Cipla Limited Cipla House, Peninsula Business Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013
841h Annual General Meeting (AGM) of the Equity Shareholders of Cipla Limited held on Thursday, August 27, 2020 by means of Video Conferencing CVC) I Other Audio Visual Means (OAVM) commenced at 3.00 p.m. (1ST)
Sub.: Passing of Resolution(s) through Electronic Voting pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, the General Circulars No. 20/2020 dated May 5, 2020, read with Circulars dated April 8, 2020 and April 13, 2020 issued by the Ministry of Corporate Affairs (MCA) and in accordance with the Circular dated May 12, 2020 issued by the Securities and Exchange Board of India (SEBI) (collectively referred to as "Applicable Circulars")
I, B. Narasimhan, Proprietor of B N & Associates, Companies Secretaries, have been appointed by the Board of Directors of Cipla Limited (hereinafter referred to as the "Company") at its Meeting held on May 15, 2020, as the Scrutinizer for the Remote E-voting process as well as to scrutinize the electronic voting (E-Voting) conducted during the 8411 1 AGM pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and in accordance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by the Applicable Circulars, providing relaxation for the manner in which the AGM shall be held and conducted through VC or OAVM.
The Applicable Circulars provide for relaxation in the manner in which the AGM will be held including the manner of sending the Notices and Annual Reports to the shareholders and the manner of voting at the meeting, which was necessitated on account of the outbreak of COVID -19 (CORONAVIRUS) pandemic. I say, I am familiar and well versed with the concept of electronic voting system as prescribed under the said Rules and the relaxations as provided in the Applicable Circulars.
As mentioned in the Notice, the proceedings of the 841h AGM will be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of the AGM.
Report on Scrutiny:
- The Company had appointed National Securities Depository Limited (' NSDL') as the Service Provider, for the purpose of providing the facility of Remote E-Voting to the Members of the Company and for E-voting during the AGM.
- KFin Technologies Private Limited ('Kfintech'), (formerly Karvy Fintech Private Limited) are the Registrar and Share Transfer Agents ('RTA') of the Company.
- NSDL had provided a system for recording the votes of the Members electronically through Remote E-voting as well as E-voting conducted during the AGM on all the items of the business (both Ordinary and Special businesses) sought to be transacted in the 84th AGM of the Company, which was held on Thursday, August 27, 2020.
- NSDL had set up electronic voting facility on their website, httpsj/www.evoting.nsdl.com. The Company had uploaded all the items of the business to be transacted at the 84th AGM on its and on NSDL website and also on the websites of BSE Limited and National Stock Exchange of India Limited (Stock Exchanges where the Equity Shares of the Company are listed), to facilitate their Members to cast their vote through Remote E-Voting.
- The Management of the Company is responsible for ensuring compliance with the requirements of the Act and the Rules there under and SEBI Listing Regulations.
- My responsibility as the Scrutinizer of the voting process (through E-voting), was restricted to scrutinize the E-voting process (Remote E-voting and E-voting during the 84th AGM), in a fair and transparent manner and to prepare a Combined Scrutinizer's Report of the votes cast in favour and against the resolutions stated in the Notice, based on the reports generated from the E-voting system provided by NSDL.
- The internal cut-off date for the dispatch of the Notice of the AGM was July 24, 2020 and as on that date, there were 307652 Members of the Company. As mentioned in the Applicable Circulars, NSDL had sent the Notices of the AGM along with Annual Report for the Financial Year 2019-20 and Evoting details by email to 272210 Members, whose email IDs were made available by the Depositories. For those Members whose email IDs were not available, or held in physical form, who had not registered their email IDs with the RTA the Notices could not be sent. The Company had advertised in the newspapers, asking those Members who have not provided their email IDs to do so and to the extent, details were provided by the Members were considered for sending the Notice of the 84th AGM. The Notices sent through email contained the detailed procedure to be followed by the Members who were desirous of casting their votes electronically as provided in the Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and as provided in the Applicable Circulars.
- The Cut-off date for the purposes of identifying the Members who were entitled to vote on the resolutions placed for approval of the Members was Thursday, August 20, 2020.
- As prescribed in the aforesaid Rules, the Remote E-Voting facility was kept open for 4 (four) days from Sunday, August 23, 2020 at 9.00 A.M. to Wednesday, Augsut 26, 2020 at 5.00 P.M.
- The Company completed the dispatch of the notices by email to the Members on August 5, 2020.
- As prescribed in Clause IV of the Circular dated May 5, 2020 issued by MCA, which is forming part of the Applicable Circulars, the Company had released an advertisement prior to sending Notices to the Shareholders which was published in English in 'Business Standard' on August 1, 2020, newspaper
having wide circulation in the district where the Registered Office of the Company is situated and in Marathi in 'Sakal' on August 1, 2020. The Notice contained the required information as provided under clause IV (a) to (g) of the said circular.
- As prescribed in clause (v) of sub rule 4 of the Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company also released an advertisement, which was published 21 days before the date of the 84th AGM in English in ' Business Standard' newspaper having countrywide circulation on August 6, 2020 and in Marathi in 'Sakal' on August 6, 2020. The notice published in the newspaper carried the required information as specified in Sub Rule 4(v) (a) to (h) of the said Rule 20.
- At the end of the voting period on Wednesday, August 26, at 5.00 P.M., the voting portal of the NSDL, service provider was blocked forthwith.
- At the 84th AGM of the Company held through VC, on Thursday, August 27, 2020, after considering all the items of businesses, the facility to vote electronically (E-voting) was provided to facilitate those members who are attending the 84th AGM through VC but could not participate in the Remote E-voting to record their votes.
- On Thursday August 27, 2020, after tabulating the votes cast electronically by the system provided by NSDL, the votes cast through Remote E-Voting facility and E-voting during the 84th AGM were duly unblocked by me as a Scrutinizer in the presence of Mr. Vishal Uduta and Mr. Nandlal Chauhan who acted as the witnesses, as prescribed in Sub Rule 4(xii) of the said Rule 20. After the voting by electronic means the votes cast through Remote E-voting process was tabulated for the purpose of considering the total votes cast by the shareholders through both ways.
Thereafter, I as a Scrutinizer duly compiled details of the Remote E-Voting carried out by the Members and the E-voting during the AGM, the details of which are as follows:The results of the Remote E-voting together with the e-voting conducted during the 84th AGM are as under:
| Details | RemoteE-voting | E-VotingatAGM | Total voting | |||
|---|---|---|---|---|---|---|
| Number of members who cast theirvotes | 1,458 | 37 | 1,495 | |||
| Total number of Shares held by them | 60,41,33,226 | 12,61,708 | 60,53,94,934 | |||
| Valid votes | As per details provided under each one of the | Resolution(s) mentioned hereunder. | ||||
| Abstained less voted | As mentioned under each of the Resolution. | |||||
| Invalid Votes | NIL |
Note:
-
- Percentage of votes cast in favour or against the resolutions is calculated based on the Valid Votes cast through Remote E-Voting and through electronic voting at the AGM.
-
- Break up votes cast through remote e-voting and through e-voting at the AGM by the shareholders attending the meeting is given in a separate sheet attached.
ORDINARY BUSINESS:
I) Item No. 1 of the Notice (As an Ordinary Resolution):
To receive, consider and adopt the standalone financial statement of the Company for the financial year ended March 31, 2020 and the report of the Board of Directors and of the Auditors thereon.
| Manner of Voting | Votesin favour of theresolution | Votesagainst the resolution | Abstained/less voted i.einvalid votes | ||
|---|---|---|---|---|---|
| Nos. | %age | Nos. | %age | Nos. | |
| TotalvotesthroughRemote e-voting andE-voting at meeting | 59,16,76,547 | 99.999 | 819 | 0.001 | 1,37,17,568 |
Item 1 of Notice stands PASSED with the requisite majority.
II) Item No. 2 of the Notice (As an Ordinary Resolution):
To receive, consider and adopt the consolidated financial statement of the Company for the financial year ended March 31, 2020 and the report of the Auditors thereon.
| Manner of Voting | Votesin favour of theresolution | Votesagainst the resolution | Abstained/less voted i.einvalid votes | ||
|---|---|---|---|---|---|
| Nos. | %age | Nos. | %age | Nos. | |
| TotalvotesthroughRemote e-voting andE-voting at meeting | 59,16,76,470 | 99.999 | 797 | 0.001 | 1,37,17,667 |
Item 2 of Notice stands PASSED with the requisite majority.
Ill) Item No. 3 of the Notice (As an Ordinary Resolution):
To re-appoint Mr. S Radhakrishnan as a Director liable to retire by rotation.
| Manner of Voting | Votesin favour of theresolution | Votesagainst the resolution | Abstained/less voted i.einvalid votes | |||
|---|---|---|---|---|---|---|
| Nos. | %age | Nos. | %age | Nos. | ||
| Totalvotesthrough | ||||||
| Remote e-voting and | 58,82,30,559 | 97.712 | 1,37,74,623 | 2.288 | 33,89,752 | |
| E-voting at meeting |
Item 3 of Notice stands PASSED with the requisite majority.
IV) Item No. 4 of the Notice (As an Ordinary Resolution):
To confirm interim and special dividend paid during the year as final dividend
�·
| Manner of Voting | Votesin favour of theresolution | Votesagainst the resolution | Abstained/less voted i.einvalid votes | |||
|---|---|---|---|---|---|---|
| Nos. | %age | Nos. | %age | Nos. | ||
| TotalvotesthroughRemote e-voting andE-voting at meeting | 60,25,75,986 | 99.999 | 2,084 | 0.001 | 28,16,864 |
Item 4 of Notice stands PASSED with the requisite majority
SPECIAL BUSINESS:
V) Item No.5 of the Notice (As a Special Resolution):
To re-appoint Ms. Naina Ia I Kidwai as an Independent Director of the Company
| Manner of Voting | Votesin favour of theresolution | Votesagainst the resolution | Abstained/less voted i.einvalid votes | |||
|---|---|---|---|---|---|---|
| Nos. | %age | Nos. | %age | Nos. | ||
| Totalvotesthrough | ||||||
| Remote e-voting andE-voting at meeting | 59,55,16,861 | 98.914 | 65,35,495 | 1.086 | 33,42,578 |
Item 5 of Notice stands PASSED with the requisite majority
VI) Item No. 6 of the Notice (As an Ordinary Resolution):
To re-appoint Ms. Samina Hamied as whole time director designated as Executive Vice-Chairperson
| Manner of Voting | Votesin favour of theresolution | Votesagainst the resolution | Abstained/less voted i.einvalid votes | |||
|---|---|---|---|---|---|---|
| Nos. | %age | Nos. | %age | Nos. | ||
| TotalvotesthroughRemote e-voting andE-voting at meeting | 59,46,00,084 | 98.772 | 73,93,444 | 1.228 | 34,01,406 |
Item 6 of Notice stands PASSED with the requisite majority.
VII) Item No.7 of the Notice (As a Special Resolution):
To authorise issuance of equity shares I other securities convertible into equity shares up to Rs 3,000 crore
| Manner of Voting | Votesin favour of the resolution | Votesagainst the resolution | Abstained/less voted i.einvalid votes | |||
|---|---|---|---|---|---|---|
| Nos. | %age | Nos. | %age | Nos. | ||
| TotalvotesthroughRemote e-voting and E-voting at meeting | 60,09,22,509 | 99.721 | 16,81,107 | 0.279 | 27,91,318 |
Item 7 of Notice stands PASSED with the requisite majority
VIII) Item No. 8 of the Notice (As an Ordinary Resolution):
| Manner of Voting | Votesin favour of theresolution | Votesagainst the resolution | Abstained/less voted i.einvalid votes | |||
|---|---|---|---|---|---|---|
| Nos. | %age | Nos. | %age | Nos. | ||
| Totalvotesthrough | ||||||
| Remote e-voting and | 60,24,76,179 | 99.999 | 1,788 | 0.001 | 29,16,967 | |
| E-voting at meeting |
To ratify the remuneration of the cost auditors for the financial year 2020-21
Item 8 of Notice stands PASSED with the requisite majority.
All the 8 (Eight) Resolutions mentioned in the Notice of 84th AGM dated May 15, 2020 as per the details above attached stand PASSED under Remote E-voting and E-voting conducted during the 84th AGM with the requisite majority and hence deemed to be passed as on the date of the AGM.
I hereby confirm that I am maintaining the soft copy of the Registers received from the NSDL, the Service Provider in respect of the votes cast through Remote E-Voting and E-voting conducted during the 84th AGM by the Members of the Company. All other relevant records relating to Remote E-voting and E-voting is under my safe custody and will be handed over to the Company Secretary for safe keeping, after the Chairman signs the Minutes.
Thanking you, Yours faithfully, For BN & Associates CS 8 Narasimhan Place: Mumbai Date: August 27, 2020 (FCS No. 1303 COP No.: 10440) (Proprietor) The following were the witnesses to the unblocking the votes cast through Remote E-voting and E-voting at the A M V1shal U duta Date: August 27, 2020 Place: Mumba· Nandlal Chauhan Date: August 27, 2020 Place: Mumbai
Countersigned and received the report:
For Cipla Limit d
Raje dra Chopra Company Secretary Place: Mumbai Date: August 27, 2020
| Details | Type ofResolution | Resolution | No of Share | Favour | Against | Total valid votes cast | Abstained / Less voted | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary/Special | No | Mode of voting | holders | Total Shares | No of Shareholders | Shares | % age | No of Shareholders | Shares | % age | No ofShareholders Shares | No ofShareholders | Shares | ||
| To receive, consider and adopt the standalone | Remote evoting | 1458 | 604133226 | 1420 | 590414839 | 99.999 | 14 | 819 | 0.001 | 1434 | 590415658 | 24 | 13717568 | ||
| financial statement of the Company for the financialyear ended March 31, 2020 and the report of theBoard of Directors and of the Auditors thereon. | Ordinary | $\mathbf{1}$ | Voting at AGM | 37 | 1261708 | 37 | 1261708 | 100,000 | $\mathbf{0}$ | Ω | 0.000 | 37 | 1261708 | o | o |
| TOTAL | 1495 | 605394934 | 1457 | 591676547 | 99.999 | 14 | 819 | 0.001 | 1471 | 591677366 | 24 | 13717568 | |||
| To receive, consider and adopt the consolidated | Remote evoting | 1458 | 604133226 | 1417 | 590414762 | 100.000 | 14 | 797 | 0.000 | 1431 | 590415559 | 27 | 13717667 | ||
| financial statement of the Company for the financialyear ended March 31, 2020 and the report of theAuditors thereon. | Ordinary | $\overline{\mathbf{2}}$ | Votingat AGM | 37 | 1261708 | 37 | 1261708 | 100.000 | $\mathbf{0}$ | 0.000 | 37 | 1261708 | n | 0 | |
| TOTAL | 1495 | 605394934 | 1454 | 591676470 | 99.999 | 14 | 797 | 0.001 | 1468 | 591677267 | 27 | 13717667 | |||
| Remote evoting | 1458 | 604133226 | 1355 | 586968851 | 97.707 | 85 | 13774623 | 2.293 | 1440 | 600743474 | 18 | 3389752 | |||
| To re-appoint Mr. 5 Radhakrishnan as a Director liableto retire by rotation. | Ordinary | $\overline{\mathbf{3}}$ | Voting at AGM | 37 | 1261708 | 37 | 1261708 | 100,000 | $\Omega$ | 0.000 | 37 | 1261708 | $\Omega$ | n | |
| TOT AL | 1495 | 605394934 | 1397 | 588230559 | 97.712 | 85 | 13774623 | 2.288 | 1477 | 602005182 | 18 | 3389752 | |||
| Remote evoting | 1458 | 604133226 | 1423 | 601314278 | 100.000 | 30 | 2084 | 0.000 | 1453 | 601316362 | 2816864 | ||||
| To confirm interim and special dividend paid duringthe year as final dividend | Ordinary | $\overline{a}$ | Voting at AGM | 37 | 1261708 | 37 | 1261708 | 100.000 | $\alpha$ | 0 | 0.000 | 37 | 1261708 | ٥ | |
| TOTAL | 1495 | 605394934 | 1460 | 602575986 | 99,999 | 30 | 2084 | 0.001 | 1490 | 602578070 | 5 | 2816864 | |||
| To re-appoint Ms. Naina lal Kldwai as an Independent | Remote evoting | 1458 | 604133226 | 1384 | 594255178 | 98.912 | 57 | 6535470 | 1.088 | 1441 | 600790648 | 17 | 3342578 | ||
| Director of the Company | Special | 5 | Voting at AGM | 37 | 1261708 | 36 | 1261683 | 99.998 | 25i | 0.002 | 37 | 1261708 | n | ||
| TOTAL | 1495 | 605394934 | 1420 | 595516861 | 98.914 | 58 | 6535495 | 1.086 | 1478 | 602052356 | 17 | 3342578 | |||
Break up of voting done by the shareholders of Cipla limited on the matters placed for their approval at the 84th AGM held on 27th August 2020
$\overline{C}$
| Details | Type ofResolution | Resolution | No of Share | Total Shares | Favour | Against | Total valid votes cast | Abstained / Less voted | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ordinary/Special | No | Mode of voting | holders | No of Shareholders | Shares | IX age | No of Shareholders | Shares | X age | No ofShareholders Shares | No ofShareholders | Shares | |||
| Remote evoting | 1458 | 604133226 | 1372 | 593338376 | 98.769 | 69 | 7393444 | 1.231 | 1441 | 600731820 | 17 | 3401406 | |||
| To re-appoint Ms. Samina Hamied as whole timedirector designated as Executive Vice-Chairperson | Ordinary | 6 | Voting at AGM | 37 1 | 1261708 | 37 | 1261708 | 100,000 | n | $\Omega$ | 0.000 | 37 | 1261708 | $\Omega$ | |
| TOTAL | 1495 | 605394934 | 1409 | 594600084 | 98.772 | 69 | 7393444 | 1.228 | 1478 | 601993528 | 17 | 3401406 | |||
| To authorise issuance of equity shares / othersecurities convertible into equity shares up toRs | Remote evoting | 1458 | 604133226 | 1404 | 599660809 | 99.720 | 51 | 1681099 | 0.280 | 1455 | 601341908 | 2791318 | |||
| 3,000 crore | Special | $\overline{7}$ | Voting at AGM | 37 | 1261708 | 35 | 1261700 | 99.999 | 0.001 | 37 1 | 1261708 | n | $\mathbf{0}$ | ||
| TOTAL | 1495 | 605394934 | 1439 | 600922509 | 99.721 | 53 | 1681107 | 0.279 | 1492 | 602603616 | 2791318 | ||||
| Remote evoting | 1458 | 604133226 | 1414 | 601214481 | 100.000 | 34 | 1778 | 0.000 | 1448 | 601216259 | 10 | 2916967 | |||
| To ratily the remuneration of the cost auditors for thefinancial year 2020-21 | Ordinary | 8 | Voting at AGM | 37 | 1261708 | 36 | 1261698 | 99.999 | 10 | 0.001 | 37 | 1261708 | $\alpha$ | 0 l | |
| TOTAL | 1495 | 605394934 | 1450 | 602476179 | 99.999 | 35 | 1788 | 0.001 | 1485 | 602477967 | 10 1 | 2916967 | |||
