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CRISIL Ltd. — AGM Information 2024
May 10, 2024
58999_rns_2024-05-10_3fac3e66-5c4f-4410-ae9b-4fc775382d19.pdf
AGM Information
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May 9, 2024
National Stock Exchange of India Ltd. BSE Ltd. Exchange Plaza, 5th floor P J Towers Plot No. C/1, G Block Dalal Street Bandra-Kurla Complex Fort Bandra (East), Mumbai 400 051 Mumbai 400001
Dear Sirs,
Sub.: Minutes of the 37th Annual General Meeting of CRISIL Limited held on Tuesday, April 16, 2024 through Video Conferencing (VC) and/or Other Audio Visual Means (OAVM)
Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI Listing Regulations 2015, we had submitted the proceedings of the 37th Annual General Meeting of CRISIL Limited held on Tuesday, April 16, 2024, vide our letter dated April 17, 2024.
Please find enclosed a copy of the Minutes of the said Meeting, for your record.
Yours faithfully For CRISIL Limited
MINAL Digitally signed by MINAL AMIT AMIT BHOSALE Date: 2024.05.09 BHOSALE 18:55:48 +05'30' Minal Bhosale Company Secretary ACS 12999
Encl.: a/a
CRISIL Limited
Corporate Identity Number: L67120MH1987PLC042363
Registered Office: CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai - 400076. Phone: +91 22 3342 3000 | Fax: +91 22 3342 3001 www.crisil.com
Minutes of the Thirty Seventh Annual General Meeting of the Members of CRISIL Limited
The 37[th] Annual General Meeting of CRISIL Limited was held as under: Day : Tuesday Date : April 16, 2024 Mode : Through Video Conferencing (VC) and/or Other Audio Visual Means (OAVM) Deemed Venue : CRISIL House, Central Avenue, Hiranandani Business Park, Powai, Mumbai 400 076 Time of commencement : 3.30 p.m. Time of conclusion : 4.45 p.m.
Present through Video Conference / Other Audio Visual Means:
Mr. Yann Le Pallec Chairman of the Board of Directors Ms. Shyamala Gopinath Independent Director and Chairperson of the Audit Committee Mr. Girish Paranjpe Independent Director and Chairman of the Stakeholder’s Relationship & Nomination & Remuneration Committees Mr. Amar Raj Bindra Independent Director and Chairman of the Risk Management Committee Ms. Nishi Vasudeva Independent Director and Chairperson of the Corporate Social Responsibility Committee Mr. Girish Ganesan Non-Executive Director Mr. Amish Mehta Managing Director & CEO Mr. Saugata Saha Non-Executive Director
Mr. Manish Gujral, Partner of Walker Chandiok & Co LLP, Statutory Auditors, was present by invitation. Mr. Abhishek Gupta was present by invitation on behalf of Mr. Omkar Dindorkar, authorized representative of MMJB & Associates LLP in the capacity of the Scrutiniser for e-voting and Mr. Vaibhav Dandawate, represented on behalf of Makarand M Joshi & Co., in the capacity of the Secretarial Auditor.
Ms. Minal Bhosale, Company Secretary, was in attendance.
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The Company Secretary welcomed members to the 37[th] Annual General Meeting (AGM) of the Company and informed them that the meeting was being held through video conference and other audio visual means and the live proceedings of the AGM were also being web-casted on the e-voting website of National Securities Depository Limited (‘NSDL’). She announced that members had been offered the facility to pre-register as speakers for the meeting and that the proceedings of the AGM were being recorded for compliance purposes. The members were informed that following registers and documents were open for inspection during the continuance of the meeting: -
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1) Register of Directors and Key Managerial Personnel and their shareholding
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2) Register of Contracts or Arrangements in which Directors are interested
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3) Annual Report of the Company for the financial year ended December 31, 2023, containing the Directors Report and its Annexures, the standalone and the consolidated financial statements, the Auditor’s Reports and the Secretarial Auditor’s Report.
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4) Secretarial Auditors’ certificate stating that Employees Stock Option Schemes of CRISIL had been implemented in accordance with SEBI Regulations.
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5) Letter of appointment of Independent Director
In accordance with Article 93 of the Articles of Association of the Company, Mr. Yann Le Pallec, Chairman of the Board of Directors, presided over the meeting and formally commenced the proceedings of the meeting as the necessary quorum was present.
59 members were present through VC/OAVM out of which 3 members were represented through authorised representatives, thus representing approximately 66.65% of the shareholding (4,87,32,586 equity shares).
The Chairman welcomed the members and the Board of Directors to the Annual General Meeting. The Chairman introduced the Directors to the members. The Chairman informed the members that the Company had taken all efforts reasonable under the circumstances to enable members to participate and vote on the items being considered in the meeting.
The Notice convening the Thirty Seventh Annual General Meeting was taken as read.
The Chairman informed the members that the Auditor’s Report on the Financial Statements of the Company for the year ended December 31, 2023, and the Secretarial Audit Report did not contain any qualifications. Accordingly, the Auditor’s Report on the Financial Statements and the Secretarial Audit Report were not required to be read.
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Thereafter, the Chairman continued with the proceedings of the meeting.
The Chairman delivered his speech, highlights of which are recorded as under:
Addressing the shareholders, the Chairman stated that CRISIL demonstrated resilience and created significant impact through its work and sustainability efforts, in line with its strategy and mission of making markets function better. As a global analytics company, CRISIL continued to be a trusted partner for all its stakeholders. CRISIL Ratings maintained its market leading position in corporate bond ratings, driven by investor preference for our best-in-class ratings. The Market Intelligence and Analytics (MI&A) division gained momentum in credit risk solutions, and research and consulting services. Global Research & Risk Solutions (GR&RS) division saw traction in lending and buyside segment, while Global Benchmarking Analytics (GBA) saw momentum in corporate and investment banking (CIB), driven by emphasis on client engagement and product innovation. CRISIL’s Global Analytical Centre (GAC) celebrated 20 years of partnership with S&P Global Ratings. Further, he informed that CRISIL made two acquisitions in 2023 to expand its presence in Australia and New Zealand, and sustainability services and set up a delivery center in Colombia. CRISIL continued to remain committed to delivering value to all its stakeholders through investments in technology, talent and new solutions. CRISIL received three prestigious accolades in 2023. Lastly, he thanked the CRISIL employees for their consistent commitment and dedication.
The Chairman then invited members who had registered themselves as speakers to speak or ask questions pertaining to the performance of the Company during the year under review. Eight members thereafter addressed the meeting.
The members had comments, suggestions or queries regarding the following:
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i) Business growth
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ii) Details of certain assets, expenses and contingent liabilities
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iii) Impact of Geopolitical issues
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iv) Attrition rate
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v) Bonus and dividend policy
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vi) Usage of artificial intelligence
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vii) Conducting a physical AGM
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viii) Diversity of workforce
The Chairman then requested Mr. Amish Mehta, Managing Director and Chief Executive Officer to reply to the comments and queries of the members. Mr. Amish Mehta presented an overview of the economic environment, market developments and performance of the Company and replied to the aforesaid queries of the shareholders. He
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conveyed that should any specific queries remain unanswered, the same would be responded to after the meeting.
Thereafter, the following resolutions as set out in the Notice convening the AGM were read out by the Chairman:
| Sr. No. |
Details of the Agenda |
Type of Resolution (Ordinary / Special) |
Text of the resolution passed |
|---|---|---|---|
| ORDINARY BUSINESS | |||
| 1. | To receive, consider and adopt: a. the Audited Financial Statements of the company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the company for the year ended December 31, 2023, together with the Report of the Auditors thereon. |
Ordinary | “RESOLVED THAT the Audited Financial Statements for the year ended December 31, 2023, together with the report of the Board of Directors and the Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended December 31, 2023 together with the Report of the Auditors thereon, as circulated to the Shareholders and laid before the meeting, be considered, received and adopted.” |
| 2. | To declare final dividend on equity shares of Rs. 28, per equity share and to approve and confirm the declaration and payment of three interim dividends aggregating Rs 26 per equity share for the |
Ordinary | "RESOLVED THAT the first interim dividend of Rs. 7 per share on 73,095,989 equity shares of Rs. 1 each, second interim dividend of Rs. 8 per share on 73,106,362 equity shares of Rs. 1 each and third interim dividend of Rs. 11 per share on 73,113,605 equity shares of Rs. 1 each, fully paid up, in respect of the financial year 2023 be and are hereby confirmed and approved. |
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| Sr. No. |
Details of the Agenda |
Type of Resolution (Ordinary / Special) |
Text of the resolution passed |
|---|---|---|---|
| year ended December 31, 2023. |
RESOLVED THAT a final dividend of Rs.28, per equity share, be and is hereby declared on 7,31,17,718 equity shares of Rs. 1 each, fully paid up and the same be paid to those shareholders whose names appeared on the Register of Members of the Company as at close of business hours of March 31, 2024.” |
Since the Chairman was interested in the next agenda item, the conduct of the proceedings for the next resolution was handed over to Ms. Shyamala Gopinath, who after obtaining consent from the shareholders, read the following resolution:
| ORDINARY BUSINESS | ORDINARY BUSINESS | ||
|---|---|---|---|
| Sr. No. |
Details of the Agenda |
Type of Resolution (Ordinary / Special) |
Text of the resolution passed |
| 3. | To appoint a Director in place of Mr. Yann Le Pallec, who retires by rotation and being eligible, seeks reappointment. |
Ordinary | “RESOLVED THAT Mr. Yann Le Pallec (DIN 05173118), who retires by rotation at this Annual General Meeting and, being eligible seeks re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” |
After this, the Chairman resumed the Chair and read the following resolutions:
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| SPECIAL BUSINESS | SPECIAL BUSINESS | ||
|---|---|---|---|
| Sr. No. |
Details of the Agenda |
Type of Resolution (Ordinary / Special) |
Text of the resolution passed |
| 4. | Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
Special | “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules framed thereunder, read with Schedule IV to the Act, as amended from time to time, Ms Nishi Vasudeva (DIN: 03016991) a Non-Executive Director of the Company, who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16 (1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, who is eligible for appointment, and in respect of whom, the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029.” |
| 5. | Appointment of Mr. Saugata Saha as a Non-Executive Director, liable to retire by rotation |
Ordinary | “RESOLVED THAT Mr Saugata Saha (DIN 10496237), who was appointed as an Additional Director of the Company with effect from February 17, 2024, by the Board of Directors of the Company pursuant to Section161(1) of the Companies Act, 2013, and the Articles of Association of the Company and in respect of whom, the Company has received a notice in writing under |
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| SPECIAL BUSINESS | SPECIAL BUSINESS | ||
|---|---|---|---|
| Sr. No. |
Details of the Agenda |
Type of Resolution (Ordinary / Special) |
Text of the resolution passed |
| Section 160 of the Companies Act, 2013, from a member proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” |
Since the Chairman was interested in the next agenda item, the conduct of the proceedings for the next resolution was handed over to Ms. Shyamala Gopinath, who after obtaining consent from the shareholders, read the following resolution:
| SPECIAL BUSINESS | SPECIAL BUSINESS | ||
|---|---|---|---|
| Sr. No. |
Details of the Agenda |
Type of Resolution (Ordinary / Special) |
Text of the resolution passed |
| 4. | *Approval for Related Party Transaction with S&P Group Entities |
Ordinary | “RESOLVED THAT in supersession of the members’ resolution passed through Postal Ballot on December 15, 2014 and pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and pursuant to Section 188 and other applicable provisions of the Companies Act, 2013, read with relevant rules thereof for the time being in force (including any statutory modification(s) or re-enactment thereof) and the Company’s policy on dealing with Related Party Transactions, consent of the members of the Company be and is hereby accorded for entering into material Related Party Transactions for rendering of services (more |
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| SPECIAL BUSINESS | SPECIAL BUSINESS | ||
|---|---|---|---|
| Sr. No. |
Details of the Agenda |
Type of Resolution (Ordinary / Special) |
Text of the resolution passed |
| specifically described in the Explanatory Statement annexed to this resolution) by CRISIL Limited and/or any of its subsidiaries (whether by way of an individual transaction and/or series of transactions) to entities related to the Company’s ultimate holding company, S&P Global Inc. (hereinafter referred to as “S&P Group Entities”) being related parties within the meaning of Regulation 2(1)(zb) of the Listing Regulations and other applicable laws, more specifically described in the Explanatory Statement annexed to this resolution, (hereinafter referred to as “aforesaid Related Party Transactions”), for a maximum aggregate amount of Rs 750 crore (Rupees seven hundred and fifty crore), per annum, w.e.f. May 1, 2024, until April 30, 2029, on material terms and conditions as set out in the Explanatory Statement to this resolution, provided that the transactions so carried out shall at all times be on an arm’s length basis and in the ordinary course of business. RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” |
*related parties did not vote on this resolution
After this, the Chairman resumed the Chair.
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The Chairman requested Ms. Minal Bhosale, Company Secretary, to brief the members regarding the voting procedure at the Annual General Meeting. Ms. Bhosale informed the members that the Company had reviewed all statutory requirements and accordingly, had provided electronic voting facility to the members to exercise their right to vote by electronic means on all of the businesses specified in the Notice. The e-voting was open from Friday, April 12, 2024 (10.00 a.m. IST) to Monday, April 15, 2024 (5.00 p.m. IST). As per the statutory requirements and in view of the virtual format of the meeting, voting by show of hands was not permitted at the General Meeting where e-voting had been offered to the Members. Therefore, for those shareholders who had not exercised their right to vote by remote e-voting, the facility for electronic voting was also made available during the AGM for 30 minutes after the conclusion of the meeting.
For the purpose of e-voting, voting rights were taken as of April 9, 2024, which was the cut-off date. She informed the shareholders that the combined results of remote e-voting and e-voting during the Annual General Meeting shall be announced on or before April 18, 2024 by intimation to the Stock Exchanges and would be displayed on the website of the Company, www.crisil.com and also on the website of NSDL, viz https://www.evoting.nsdl.com/.
The Chairman then informed the members that all the business of the meeting having been completed, the meeting was concluded. He thanked all the members for their participation in continued support to the Company. The meeting concluded at 4.45 p.m.
Completion of e-voting and Scrutiniser’s Report:
After ensuring that all the members participating in the e-voting had cast their votes, the Scrutiniser unlocked the e-voting system.
The Scrutiniser issued his report dated April 16, 2024 to the Managing Director & Chief Executive Officer of the Company, who was duly authorised by the Board of Directors and the Chairman to receive and announce the voting results.
The consolidated results as per Scrutiniser’s Report were as under:
| Resolution No. |
Particulars | % votes in favour |
% votes against |
|---|---|---|---|
| 1. | To receive, consider and adopt: a. The Audited Financial Statements of the Company for the year ended December 31, |
99.9996% | 0.0004% |
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| Resolution No. |
Particulars | % votes in favour |
% votes against |
|---|---|---|---|
| 2023, together with the reports of the Board of Directors and the auditors thereon; and b. The Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the report of the auditors thereon. |
|||
| 2. | To declare final dividend on equity shares of Rs 28 per equity share and to approve and confirm the declaration and payment of three interim dividends aggregating Rs 26 per equity share for the year ended December 31, 2023. |
99.9995% | 0.0005% |
| 3. | To appoint a Director in place of Mr Yann Le Pallec (DIN 05173118), who retires by rotation and, being eligible, seeks reappointment |
99.7125% | 0.2875% |
| 4. | Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029 |
99.8642% | 0.1358% |
| 5. | Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation |
98.5622% | 1.4378% |
| 6. | *Approval for Related Party Transaction with S&P Group Entities |
94.3009% | 5.6991% |
*related parties did not vote on this resolution
On the basis of the Scrutiniser’s Report for e-voting dated April 16, 2024, Mr. Amish Mehta, Managing Director & Chief Executive Officer, announced through the website of the Company, National Securities Depository Limited (NSDL), BSE Limited and National Stock Exchange of India Limited, the consolidated results of voting (e-voting) on April 17, 2024 and that all the resolutions for the Ordinary and Special Business as set out at item nos. 1 to 6 of the Notice of the 37[th] Annual General Meeting of the Company dated February 16, 2024 had been duly passed by a requisite majority as under:
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Ordinary Business: Item No. 1 - To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. Resolution required: ORDINARY (Ordinary/ Special) Whether promoter/ No promoter group are interested in the agenda/resolution?
| Ordinary Business: Item No. 1 -To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. |
Ordinary Business: Item No. 1 -To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. |
Ordinary Business: Item No. 1 -To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. |
Ordinary Business: Item No. 1 -To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. |
Ordinary Business: Item No. 1 -To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. |
Ordinary Business: Item No. 1 -To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. |
Ordinary Business: Item No. 1 -To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. |
Ordinary Business: Item No. 1 -To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. |
Ordinary Business: Item No. 1 -To receive, consider and adopt the – (a) the Audited Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon; and (b) the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2023, together with the Reports of the Auditors thereon. |
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) |
ORDINARY | |||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
No | |||||||
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstandin g shares (3)=[(2)/( 1)]* 100 |
No. of Votes – in favour (4) |
No. of Votes – agains t (5) |
% of Votes in favour on votes polled (6)=[(4)/(2) ]*100 |
% of Votes against on votes polled (7)=[(5)/(2) ]*100 |
| Promoter and Promoter Group |
E- Voting |
48,732,586 | 4,87,32,586 | 100.0000 | 4,87,32,586 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 4,87,32,586 | 100.0000 | 4,87,32,586 | 0 | 100.0000 | 0.0000 | ||
| Public- Institution s |
E- Voting |
1,46,75,862 | 1,23,51,182 | 84.1598 | 1,23,51,182 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 1,23,51,182 | 84.1598 | 1,23,51,182 | 0 | 100.0000 | 0.0000 | ||
| Public- Non- Institutions |
E- Voting |
97,09,270 | 41,89,075 | 43.1451 | 41,88,855 | 220 | 99.9948 | 0.0052 |
| Poll | 18 | 0.0002 | 8 | 10 | 44.4444 | 55.5556 | ||
| Total | 41,89,093 | 43.1453 | 41,88,863 | 230 | 99.9945 | 0.0055 | ||
| Total | 7,31,17,718 | 6,52,72,861 | 89.2709 | 6,52,72,631 | 0.0004 | |||
| 230 | 99.9996 | |||||||
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| Ordinary Business: Item No. 2 - To declare Final Dividend on equity shares of ₹ 28 per equity share and to approve and confirm the declaration and payment of 3 interim dividends aggregating ₹ 26 per equity share for the year ended December 31, 2023. |
Ordinary Business: Item No. 2 - To declare Final Dividend on equity shares of ₹ 28 per equity share and to approve and confirm the declaration and payment of 3 interim dividends aggregating ₹ 26 per equity share for the year ended December 31, 2023. |
Ordinary Business: Item No. 2 - To declare Final Dividend on equity shares of ₹ 28 per equity share and to approve and confirm the declaration and payment of 3 interim dividends aggregating ₹ 26 per equity share for the year ended December 31, 2023. |
Ordinary Business: Item No. 2 - To declare Final Dividend on equity shares of ₹ 28 per equity share and to approve and confirm the declaration and payment of 3 interim dividends aggregating ₹ 26 per equity share for the year ended December 31, 2023. |
Ordinary Business: Item No. 2 - To declare Final Dividend on equity shares of ₹ 28 per equity share and to approve and confirm the declaration and payment of 3 interim dividends aggregating ₹ 26 per equity share for the year ended December 31, 2023. |
Ordinary Business: Item No. 2 - To declare Final Dividend on equity shares of ₹ 28 per equity share and to approve and confirm the declaration and payment of 3 interim dividends aggregating ₹ 26 per equity share for the year ended December 31, 2023. |
Ordinary Business: Item No. 2 - To declare Final Dividend on equity shares of ₹ 28 per equity share and to approve and confirm the declaration and payment of 3 interim dividends aggregating ₹ 26 per equity share for the year ended December 31, 2023. |
Ordinary Business: Item No. 2 - To declare Final Dividend on equity shares of ₹ 28 per equity share and to approve and confirm the declaration and payment of 3 interim dividends aggregating ₹ 26 per equity share for the year ended December 31, 2023. |
Ordinary Business: Item No. 2 - To declare Final Dividend on equity shares of ₹ 28 per equity share and to approve and confirm the declaration and payment of 3 interim dividends aggregating ₹ 26 per equity share for the year ended December 31, 2023. |
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) |
ORDINARY | |||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
No | |||||||
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstanding shares (3)=[(2)/(1) ]* 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
% of Votes in favour on votes polled (6)=[(4)/( 2)]*100 |
% of Votes against on votes polled (7)=[(5 )/(2)]*1 00 |
| Promoter and Promoter Group |
E-Voting | 48,732,586 | 4,87,32,586 | 100.000 | 4,87,32,586 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 4,87,32,586 | 100.0000 | 4,87,32,586 | 0 | 100.0000 | 0.0000 | ||
| Public- Institution s |
E-Voting | 1,46,75,862 | 1,24,37,391 | 84.7473 | 1,24,37,391 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 1,24,37,391 | 84.7473 | 1,24,37,391 | 0 | 100.0000 | 0.0000 | ||
| Public- Non- Institution s |
E-Voting | 97,09,270 | 41,89,365 | 43.1481 | 41,89,045 | 320 | 99.9923 | 0.0077 |
| Poll | 18 | 0.0002 | 8 | 10 | 44.4444 | 55.555 6 |
||
| 0 | Total | 41,89,383 | 43.1483 | 41,89,053 | 330 | 99.9921 | 0.0079 | |
| Total | 7,31,17,718 | 6,53,59,360 | 89.3892 | 6,53,59,030 | 330 | 99.9995 | 0.0005 |
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| Ordinary Business: Item No. 3 - To appoint a Director in place of Mr. Yann Le Pallec (DIN: 05173118), who retires by rotation and, being eligible, seeks reappointment. |
Ordinary Business: Item No. 3 - To appoint a Director in place of Mr. Yann Le Pallec (DIN: 05173118), who retires by rotation and, being eligible, seeks reappointment. |
Ordinary Business: Item No. 3 - To appoint a Director in place of Mr. Yann Le Pallec (DIN: 05173118), who retires by rotation and, being eligible, seeks reappointment. |
Ordinary Business: Item No. 3 - To appoint a Director in place of Mr. Yann Le Pallec (DIN: 05173118), who retires by rotation and, being eligible, seeks reappointment. |
Ordinary Business: Item No. 3 - To appoint a Director in place of Mr. Yann Le Pallec (DIN: 05173118), who retires by rotation and, being eligible, seeks reappointment. |
Ordinary Business: Item No. 3 - To appoint a Director in place of Mr. Yann Le Pallec (DIN: 05173118), who retires by rotation and, being eligible, seeks reappointment. |
Ordinary Business: Item No. 3 - To appoint a Director in place of Mr. Yann Le Pallec (DIN: 05173118), who retires by rotation and, being eligible, seeks reappointment. |
Ordinary Business: Item No. 3 - To appoint a Director in place of Mr. Yann Le Pallec (DIN: 05173118), who retires by rotation and, being eligible, seeks reappointment. |
Ordinary Business: Item No. 3 - To appoint a Director in place of Mr. Yann Le Pallec (DIN: 05173118), who retires by rotation and, being eligible, seeks reappointment. |
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) |
ORDINARY | |||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
No | |||||||
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstandin g shares (3)=[(2)/( 1)]* 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
% of Votes in favour on votes polled (6)=[( 4)/(2)] *100 |
% of Votes against on votes polled (7)=[(5)/(2) ]*100 |
| Promoter and Promoter Group |
E- Voting |
48,732,586 | 4,87,32,586 | 100.0000 | 4,87,32,586 | 0 | 100.00 00 |
0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 4,87,32,586 | 100.0000 | 4,87,32,586 | 0 | 100.00 00 |
0.0000 | ||
| Public- Institution s |
E- Voting |
1,46,75,862 | 1,24,37,391 | 84.7473 | 1,22,49,634 | 1,87,757 | 98.490 4 |
1.5096 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 1,24,37,391 | 84.7473 | 1,22,49,634 | 1,87,757 | 98.490 4 |
1.5096 | ||
| Public- Non- Institution s |
E- Voting |
97,09,270 | 41,89,358 | 43.1480 | 41,89,201 | 157 | 99.996 2 |
0.0038 |
| Poll | 18 | 0.0002 | 8 | 10 | 44.444 4 |
55.5556 | ||
| Total | 41,89,376 | 43.1482 | 41,89,209 | 167 | 99.996 0 |
0.0040 | ||
| Total | 7,31,17,718 | 6,53,59,353 | 89.3892 | 6,51,71,429 | 1,87,924 | 99.712 5 |
0.2875 |
==> picture [66 x 67] intentionally omitted <==
| Special Business: Item No. 4 - Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
Special Business: Item No. 4 - Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
Special Business: Item No. 4 - Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
Special Business: Item No. 4 - Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
Special Business: Item No. 4 - Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
Special Business: Item No. 4 - Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
Special Business: Item No. 4 - Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
Special Business: Item No. 4 - Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
Special Business: Item No. 4 - Appointment of Ms. Nishi Vasudeva as an Independent Director of the Company with effect from January 27, 2024, up to January 26, 2029. |
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) |
SPECIAL | |||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
No | |||||||
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstandin g shares (3)=[(2)/(1 )]* 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
% of Votes in favour on votes polled (6)=[(4)/(2) ]*100 |
% of Votes against on votes polled (7)=[(5)/( 2)]*100 |
| Promoter and Promoter Group |
E- Voting |
48,732,586 | 4,87,32,586 | 100.0000 | 4,87,32,586 | 0 | 100.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 4,87,32,586 | 100.0000 | 4,87,32,586 | 0 | 100.0000 | 0.0000 | ||
| Public- Institutions |
E- Voting |
1,46,75,862 | 1,24,37,391 | 84.7473 | 1,24,36,257 | 1,134 | 99.9909 | 0.0091 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 1,24,37,391 | 84.7473 | 1,24,36,257 | 1,134 | 99.9909 | 0.0091 | ||
| Public- Non- Institutions |
E- Voting |
97,09,270 | 41,89,358 | 43.1480 | 41,01,736 | 87,622 | 97.9085 | 2.0915 |
| Poll | 18 | 0.0002 | 8 | 10 | 44.4444 | 55.5556 | ||
| Total | 41,89,376 | 43.1482 | 41,01,744 | 87,632 | 97.9082 | 2.0918 | ||
| Total | 7,31,17,718 | 6,53,59,353 | **89.3892 ** | 6,52,70,587 | 88,766 | 99.8642 | 0.1358 |
==> picture [65 x 67] intentionally omitted <==
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation.
| Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
Special Business: Item No. 5 - Appointment of Mr. Saugata Saha as a Non- Executive Director, liable to retire by rotation. |
|---|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) |
ORDINARY | ||||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
No | ||||||||
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstandi ng shares (3)=[(2)/( 1)]* 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
% of Votes in favour on votes polled (6)=[(4)/(2)]* 100 |
% of Votes against on votes polled (7)=[(5) /(2)]*10 0 |
|
| Promoter and Promoter Group |
E-Voting | 48,732,58 6 |
4,87,32,586 | 100.0000 | 4,87,32,586 | 0 | 100.0000 | 0.0000 | |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 4,87,32,586 | 100.0000 | 4,87,32,586 | 0 | 100.0000 | 0.0000 | |||
| Public- Institutio ns |
E-Voting | 1,46,75,86 2 |
1,24,37,391 | 84.7473 | 1,15,85,285 | 8,52,106 | 93.1488 | 6.8512 | |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Total | 1,24,37,391 | 84.7473 | 1,15,85,285 | 8,52,106 | 93.1488 | 6.8512 | |||
| Public- Non- Institutio ns |
E-Voting | 97,09,270 | 41,89,358 | 43.1480 | 41,01,715 | 87,643 | 97.9079 | 2.0921 | |
| Poll | 18 | 0.0002 | 8 | 10 | 44.4444 | 55.5556 | |||
| Total | 41,89,376 | 43.1482 | 41,01,723 | 87,653 | 97.9077 | 2.0923 | |||
| Total | 7,31,17,71 8 |
6,53,59,353 | 6,44,19,594 | 9,39,759 | 98.5622 | 1.4378 | |||
| 89.3892 | |||||||||
==> picture [65 x 67] intentionally omitted <==
Special Business: Item No. 6 -[#] Approval for Related Party Transaction with S&P Group Entities.
| Special Business: Item No. 6 -#Approval for Related Party Transaction with S&P Group Entities. | Special Business: Item No. 6 -#Approval for Related Party Transaction with S&P Group Entities. | Special Business: Item No. 6 -#Approval for Related Party Transaction with S&P Group Entities. | Special Business: Item No. 6 -#Approval for Related Party Transaction with S&P Group Entities. | Special Business: Item No. 6 -#Approval for Related Party Transaction with S&P Group Entities. | Special Business: Item No. 6 -#Approval for Related Party Transaction with S&P Group Entities. | Special Business: Item No. 6 -#Approval for Related Party Transaction with S&P Group Entities. | Special Business: Item No. 6 -#Approval for Related Party Transaction with S&P Group Entities. | Special Business: Item No. 6 -#Approval for Related Party Transaction with S&P Group Entities. |
|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) |
ORDINARY | |||||||
| Whether promoter/ promoter group are interested in the agenda/resolution? |
Yes | |||||||
| Category | Mode of Voting |
No. of shares held (1) |
No. of votes polled (2) |
% of Votes Polled on outstand ing shares (3)=[(2) /(1)]* 100 |
No. of Votes – in favour (4) |
No. of Votes – against (5) |
% of Votes in favour on votes polled (6)=[(4)/( 2)]*100 |
% of Votes against on votes polled (7)=[(5)/ (2)]*100 |
| Promoter and Promoter Group |
E- Voting |
48,732,586 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Public- Institutio ns |
E- Voting |
1,46,75,862 | 1,13,01,902 | 77.0101 | 1,04,19,221 | 8,82,681 | 92.1900 | 7.8100 |
| Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 1,13,01,902 | 77.0101 | 1,04,19,221 | 8,82,681 | 92.1900 | 7.8100 | ||
| Public- Non- Institutio ns |
E- Voting |
97,09,270 | 41,89,358 | 43.1480 | 41,89,191 | 167 | 99.9960 | 0.0040 |
| Poll | 18 | 0.0002 | 8 | 10 | 44.4444 | 55.5556 | ||
| Total | 41,89,376 | 43.1482 | 41,89,199 | 177 | 99.9958 | 0.0042 | ||
| Total | 7,31,17,718 | 1,54,91,278 | 21.1868 | 1,46,08,420 | 8,82,858 | 94.3009 | 5.6991 |
related parties did not vote on this resolution
==> picture [65 x 67] intentionally omitted <==
These resolutions recorded hereinabove as part of the proceedings of the 37[th] Annual General Meeting, were duly approved by the members of the Company by a requisite majority and were deemed to be passed on April 16, 2024, being the date of the Annual General Meeting of the Company.
Sd/Chairman: Place: New York, USA Date: May 9, 2024
==> picture [66 x 67] intentionally omitted <==
Date of entry in minutes book: May 9, 2024