G.M. Breweries Ltd. — AGM Information 2020

Sep 3, 2020

Minutes of the 37tlt Annual General Meeting of the Share Holders of G.M.Breweries Linrited held on August 06,2o2o at 11.30 a.m. through video conferencing and other audio visual means.

Presentr

Mr. Iimmy Alnreida	Chairman & Managing Director
Mrs, Jyoti Ahneida	Whclle time Directo r
Mr. I(iran Parashare	Whole time Director
Mr. Dilip Diwan	Director
Mr. Paresh trivedi	Directo r
Mr. S, Srvaminathan	Chief Financial Officer
Mr. Sandeep Kutchhi	Company Secretary & Manager Accounts

There nrere 43 M embers presents personally as per attendance record.

1. Chairman:

Shri. Jimmy Williarn Almeida, Chairman of the Board of Directors took the chair.

2. Leave ofabsence:

i,eave of absence was granted to Shri. Shantilal Haria, Independent Director, on his request.

3. Quorum

The Chairman declared that the requisite quorurr was present and he therefore called the meeting to order at 11.30 a'm.

4, Register ofDirectors shareholdings etc.

The Chairman announced that the register of Director's shareholdings is available for inspection of tlie menrbers on the company's website and those members who are interested for inspection nray do the same,

5. Notice ofthe nreeting.

witlr the pernrission of the nre.rbers, tlre chairnran decrared the notice convening tlre nreeting dated lune 23,ZOZ0 as reail,

The chairman thereatter, aclclressecl the members. He delivered his speech giving overall idea about the n,orking of the company cluring 20lg-2020.

He firrther iuformed the meurbers about the workings and the prospects for the current year ?020 -Z0Z l.

He further satisfactorily replied the general queries raised by the members before passing the resolution,

6, To receive, consider and adopt the Balance Sheet Profit and Loss Account for the year ended on Directors and Auditor's thereon as at March 31,,2020 and that date, the Reports of

The chairman also furnished all the information desired by the members and satisfactorily replied all the questions of the members on financial statement.

The following resolution was then passed as an ordinary resorution.

"RES0LVED THAT the Audired statement of profit and Loss Account of the company for the year ended March 31, zoz0 and the Balance Sheet as at that date, Auditors' Report thereon and the Report of the Directors' produced at the Meeting be and are hereby received, approved and adopted.',

1. Declaration of Dividend.

The following resolution was passed as an ordinary resolution,

"RESOLVED TIJAT dividencl for the finirncial year ended March 31, zaz} atthe rare of 3Ao/o on,82,77,538fully paid EquitySlraresof Rs. 10/-eachtobe payableby the company as declared by the board of Directors in the boarcl meeting held on June 23, 2020be and is hereby declared as final dividend for the year enclecl March 31,2020.

8. Re appointrnent of Mls, Jyoti Alrneicla

The following resolution was passed as an orclinary resolution.

"RESOLVED THAT, Mrs. fyoti Airreicla, who retires by rotation and being eligible offers hersell for reappointtnent, be and is hereby appointecl as a Director of the Company."

9, Re appointnrent oI Mr. Kiran parashare

The follorving resolution was passed as an ordinary resolution.

"RES0LVED THAT, Mr. Kiran Parashare, who retires by rotation and being eligible offers himself for reappointment, be and is hereby appointed as a Director of the Company."

10. Appointment of Mrs. fyoti Almeida as a whole time Director

"RES0LVED THAT pursuant to the provision of sections lg1, lgz ,19g and 203 read with schedule v and all other applicatrle provisions, if any , of the companies Act, 201"3 and the companies ( Appointment and remuneration of managerial personnel) rules,201.4 and the applicable provisions ofthe Securities and Excliange Board of India I Listing Obligations & Disc]osure Requirements) Regulations, 2015 [including any statutory modification (s) or re-enactment thereof for the time being in force), subject to such sanctions as may be necessary, approval and sanction of the company be and is liereby accorded ro the appointment of and payment of remuneration to Smt. Jyoti Jimmy Almeida (DlN: 00112031J as Whole Time Director of the Company for a period of 5 years with effect lrom April 1, 2020 upon the terms and conditions and payment o[ remuneration and other perquisites/benefits to Smt. ,fyoti f immy Alrneida during the said period of 5 years as set out in the copy of agreement, copy whereof duly initialled by the Chairnran for the purpose of identification is placed belore this rneetiug including inter-alia paymenf and provision of the following remuneration, perquisites and benefits :

Salary a)

11,00,000/- in the scale of Rs. 11,00,000/- to Rs.15,00,000/- per month. Rs

b) Perquisites:

iJ Perquisites includes House Rent Allowance, Car, Electricity, Medical Expenses reimbursement.for self and family, Leave Travel concession for self and family, club fees, nredical insurance etc,, Limited to actual or the Annual Salary whichever is less.

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iiJ Provision ofcar for use on Company's business and telephone at residence will not be considered perquisites Personal long distance calls and use ofcar for private purpose shall be billed by the Company.

iii) Company's Contribution to the Provident Fund, Gratuity and encashment of Leave as per the rules of the Company and the same shall not be in the perquisites as aforesaid.

RESOLVED FURTHER THAT in the event of absence of or inadequacy of profit in any Financial Year during the tenure of the Whole Time Director the remuneration shall be governed as provlded under Section II of Part ll of Schedule V to the Companies Act,2013 and any excess payment in this regard will be recovered by the company.

RESOLVED FURTHER THAT she is appointed as a whole time Director on Board liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do and perform or cause to be done and performed, all such acts and deeds necessary to give effect to the foregoing resolution, including inter alia, approving on behalf of the Company, any changes or modifications in the aforesaid Agreement from time to time,

Vote of thanks 17.

Thereafter Mr.S Swaminathan proposed a vote of thanks to the chairman and all the members Present there.

The Chairman then declared the meeting as closed at 11.57 A.M.

Note: All the above resolutions were put to vote through remote e-voting and were scrutinized by Ms. Kala Agarwal, practicing company secretary, the scrutinizer appointed by the Board for scrutinizing the voting results. She further issued her scrutinisers report on August 06,2020. The voting results were announced by the exchansegviz. Bom tocl< Exchange & National Stock Exchange and published on the weby{tp of the comfany.

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