Hawkins Cooker Ltd. — AGM Information 2020

Sep 3, 2020

==> picture [58 x 58] intentionally omitted <==

Hawkins Cookers Limited

September 3, 2020

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400001

Dear Sirs,

Please find attached herewith a copy of the Minutes of the 60th Annual General Meeting of our Company held on August 5, 2020.

Thanking you,

Yours faithfully, for Hawkins Cookers Limited

==> picture [73 x 38] intentionally omitted <==

Mrs. Hutoxi Bhesania Company Secretary

Enclosure: Copy of the Minutes of the 60th Annual General Meeting.

Maker Tower, F101, Cuffe Parade, P.O. Box 16083, Mumbai (Bombay) 400 005. India Corporate Identity Number: L28997MH1959PLC011304 Email: ho@hawkinscookers.com Phone: (91 22) 2218 6607, 4242 5200 Fax: (91 22) 2218 1190 www.hawkinscookers.com

77

Hawkins Cookers Limited Draft Minutes of the 60th Annual General Meeting Held on Wednesday, August 5, 2020, Through Video Conference/Other Audio Visual Means From 4:00 pm to 6:25 pm (IST)

Present through Videoconference Directors : Mr. Subhadip Dutta Choudhury Vice-Chairman & Chief Executive Officer (Chairman of the Meeting) Mr. Sudeep Yadav Executive Director-Finance & Administration Mrs. Susan M. Vasudeva Non-Executive Non-Independent Director Mr. E. A. Kshirsagar Independent Director, Chairman of the Audit Committee Mr. Shishir K. Diwanji Independent Director, Chairman of the Nomination and Remuneration Committee & The Stakeholders' Relationship Committee Mr. J. M. Mukhi Independent Director Mr. Gerson da Cunha Independent Director General V.N. Sharma (Retd.) Independent Director Mr. Ravi Kant Independent Director Prof. Leena Chatterjee Independent Director

Mr. J. M. Mukhi and General V. N. Sharma participated from New Delhi, Prof. Leena Chatterjee participated from Kolkata and all the other Directors participated from Mumbai.

Company Secretary: Mrs. Hutoxi Bhesania Statutory Auditor: Mr. Farhad M. Bhesania, Partner, and Ms. Anahita Dara Bamboat, Sr. Manager, Kalyaniwalla & Mistry LLP Secretarial Auditor & Scrutinizer: Mrs. Jayshree S. Joshi Proprietress of Jayshree Dagli & Associates Also in attendance: Mr. Brahmananda Pani Senior Vice President-Finance & Accounts Mr. Abhijeet Bhende Vice President-Information Technology Mr. Sourav Sen Senior General Manager-Internal Audit Mr. Sunny Malhotra Senior General Manager-Corporate Accounts Ms. Neha Maheshwari Assistant Company Secretary Ms. Anjali Nair Management Trainee-Secretarial

1. The meeting was attended by 86 Members through Video Conference/OAVM.

2. Due to the sad demise of the late Chairman of the Company, Mr. Brahm Vasudeva, on July 10, 2020, the Vice-Chairman and Chief Executive Officer, Mr. Subhadip Dutta Choudhury, took the Chair for the AGM as provided in the Articles of Association of the Company. After ascertaining that the requisite quorum of 30 Shareholders was present, the Chairman called the meeting to order. On the request of the Chairman a one-minute silence was observed as a mark of respect for the late Chairman of the Company, Mr. Brahm Vasudeva, who had been the Chairman of the Company for 36 years.

3. The Chairman informed the Members that in view of the massive outbreak of COVID-19 pandemic and considering the social distancing norms and the safety and security

78

of all Members, Directors and Employees of the Company, the AGM was being conducted through the Audio Video means in compliance with the circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI). The Chairman explained to the Members the technical and procedural aspects of the meeting including how to ask questions and participate in the Meeting.

4. The Chairman advised the Members of the names of the Directors who had joined the Meeting. He also mentioned that the representatives of M/s. Kalyaniwalla & Mistry LLP, Statutory Auditors, and M/s. Jayshree Dagli & Associates, Secretarial Auditors, were attending the Meeting through Video Conferencing.

5. The Chairman then informed the Members of the following:

5.1 That pursuant to the Circulars issued by the MCA and the SEBI, the facility to appoint proxy to attend and cast vote for the Members was not available for the meeting.

5.2. The following Registers were kept open for inspection by the Members at the inspection link on the e-voting platform of NSDL till the conclusion of the meeting, as required under the Companies Act, 2013:

• (i) The Register of Directors and Key Managerial Personnel and their shareholdings; and

(ii) The Register of Contracts or Arrangements in which Directors and Key Managerial Personnel are interested.

6. The Chairman thereafter delivered his speech to the Members (copy attached  see page nos. 82 to 85).

7. The Notice of the 60th AGM was taken as read.

8. The Chairman informed the Members that there were no qualifications or observations or adverse remarks in the Reports of the Statutory Auditors and the Secretarial Auditor on the Financial Statements of the Company for the year ended March 31, 2020, and hence the said Reports were not required to be read.

9. The Chairman then informed the Members that the Company had provided an opportunity of voting at the meeting through e-voting for those attending Members who had not exercised their votes through remote e-voting and that the Board has appointed Mrs. Jayshree S. Joshi, Practicing Company Secretary, as the Scrutinizer for this purpose.

10. The undermentioned items as per the Notice of the meeting were thereafter transacted.

ORDINARY BUSINESS

• 11 . The Chairman placed Item No. 1 of the Notice for the consideration of the Members:

• “RESOLVED that the audited financial statements of the Company comprising of the Balance Sheet as at March 31, 2020, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flows of the Company and other explanatory information, for the financial year ended March 31, 2020, and the Directors’ and Auditors’ Reports thereon be and are hereby received, considered and adopted.”

79

11 . 1 The Chairman invited questions and/or comments from the Members relating to the accounts for the year ended March 31, 2020, or on any other matter related to the working of the Company. Various Members commented on the performance of the Company and asked various questions to which the Chairman responded, inter alia , as under:

11.1.1. As per our internal estimates the Company has gained market share in the last two years.

11.1.2. The Company is increasing the production of stainless steel products in line with the increase in demand. In rupee value, the Company earns more margin on the sale of a stainless steel pressure cooker compared to an Aluminium pressure cooker.

11.1.3. The Company cannot estimate the market situation post COVID. The Company looks at consumer needs and strives to serve the consumer’s demand. There has been an increase in demand due to more cooking at home due to COVID.

11.1.4. The Company shall look into diversification provided it can launch products which are of better quality than the products already available in the market.

11.1.5. The Company has at its Board Meeting held on August 5, 2020, declared an Interim Dividend of Rs. 80 per Equity Share for the Financial Year 2020-21.

11.1.6. The c ost of conducting the meeting through Video Conference is lower than the cost of conducting a physical meeting. The Company will consider conducting Annual General Meetings in the future through physical and/or Video Conference/Other Audio Visual Means, subject to the regulatory requirements.

11.1.7. The Company shall comply with the requirement of ISI for its pressure cookers, once it becomes mandatory.

11.1.8. The Company’s main trade channel is the dealer. Hawkins has a very close connection with the Indian Armed Forces and it is the largest supplier of pressure cookers and cookware to the Army. Online trade has been increasing and specially after the lockdown it has increased at a faster rate.

11.1.9. The Company expects that post COVID cooking at home is not going to go out of style.

11.1.10. Most of the Company’s pressure cooker dealers also keep cookware. The Company has the same field force for pressure cooker and cookware because of the high overlap between the two types of business.

11.1.11. The Company has paid all dues to its suppliers, employees, associates, auditors, transport people etc. during COVID times.

11.1.12. The use of a pressure cooker saves two to three trees every year when firewood is used as fuel. If gas is used, the pressure cooker cuts down the gas cylinder usage by about half. By using pressure cooker one can save about six gas cylinders in a year. Hence pressure cookers are majorly carbon negative.

11.1.13. The Company believes that the best way to increase shareholders’ wealth is to produce good results year after year and make good profits. The best way to make good profits is by keeping the consumer delighted with its products.

12. The Chairman thereafter placed the following Item No. 2 of the Notice for the consideration of the Members:

“RESOLVED that Mrs. Susan M. Vasudeva (DIN: 06935629), who retires by rotation at the 60th Annual General Meeting, be and is hereby re-appointed as a Director of the Company.”

80

SPECIAL BUSINESS

13. The Chairman then placed the following item No. 3 of the Notice for the consideration of the Members:

“RESOLVED that pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013, and Article 130A of the Articles of Association of the Company, the Company be and is hereby authorised to pay commission not exceeding one percent of the net profits of the Company as computed in the manner prescribed in Sections 197, 198 and other applicable provisions, if any, of the Companies Act, 2013, to Non-Wholetime Directors of the Company or some or any of them in such amounts or proportions and in such manner and in all aspects as may be decided by the Board of Directors (“the Board”) whether such amounts or proportions be the same or different for all or any of such Directors.”

“RESOLVED FURTHER that the aforesaid commission shall be exclusive of the fees payable to such Directors for professional services rendered and for each meeting of the Board or of a Committee or Sub-Committee of the Board attended by such Directors.”

“RESOLVED FURTHER that this resolution shall be effective for a period of five years commencing from April 1, 2020.”

“RESOLVED FURTHER that the Board of Directors be and is hereby authorised to take such steps as may be necessary, to give effect to this resolution.”

14. The Chairman thereafter placed item No. 4 of the Notice for the consideration of the Members:

“RESOLVED that pursuant to the provisions of Sections 73, 76 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Acceptance of Deposits) Rules, 2014, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to invite and accept fixed deposits from the Members of the Company and the Public within the limits prescribed in the Act and the overall borrowing limits of the Company as approved by the Members from time to time.”

“RESOLVED FURTHER that the Board of Directors be and is hereby authorised to finalise the scheme for the invitation and acceptance of fixed deposits from the Members of the Company and the Public and to sign and execute deeds, applications and documents that may be required on behalf of the Company and generally to do all such other acts, deeds, matters and things as may be necessary, proper, expedient or incidental to give effect to this resolution.”

15 . The Members were given time during the Meeting to e-vote on the four resolutions on the e-voting page of NSDL if they had not voted earlier through remote e-voting.

16. After a vote of thanks to the Chair, the Chairman of the AGM declared the Meeting closed at 6:25 p.m.

81

Results of the Remote e-Voting and the votes cast through the e-voting facility during the Meeting on the Ordinary and Special Businesses at the 60th Annual General Meeting of the Company held on Wednesday, August 5, 2020.

17. On the basis of the Scrutinizer's Consolidated Report dated August 6, 2020, for the Remote e-voting and e-voting at the 60th Annual General Meeting for the Item Nos. 1 to 4 of the Notice of the 60th Annual General Meeting, the summary of which is mentioned hereunder, the results of the voting were declared on August 7, 2020, that all the Resolutions for the Ordinary and Special businesses as set out in Item Nos. 1 to 4 in the Notice of the 60th Annual General Meeting of the Company have been duly passed by the requisite majority, as detailed hereinbelow.

Resolution No.	Description of Resolutions	Votes Cast in favour	Votes Cast in favour	Votes Cast against	Votes Cast against	Result Declared
		No. of Votes	%	No. of Votes	%
ORDINARY BUSINESS
1.	To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2020, and the Directors’ and Auditors’ Reports thereon.(Ordinary Resolution)	20,43,064	99.99%	157	0.01%	Passed by majority
2.	To appoint a Director in place of Mrs. Susan M. Vasudeva (DIN: 06935629), who retires by rotation, and, being eligible, offers herself for re-appointment as a Director of the Company. (Ordinary Resolution)	17,53,377	99.94%	1071	0.06%	Passed by majority
SPECIAL	BUSINESS
3.	To authorise the Company to pay Commission to Non-Wholetime Directors, up to the Statutory limit of 1% of the Net Profits as per Sections 197 and 198 of the Companies Act, 2013. (Special Resolution)	17,54,188	99.99%	260	0.01%	Passed by requisite majority
4.	Acceptance of Fixed Deposits from the Members and the Public. (Ordinary Resolution)	20,42,441	99.95%	1079	0.05%	Passed by majority

Date of Entry: September 3, 2020 Place: Mumbai

Sd/-

Date: September 3, 2020 Place: Mumbai

Subhadip Dutta Choudhury Chairman of the Meeting

82

Hawkins Cookers Limited

Standing on the shoulders of Giants

Speech at the Sixtieth Annual General Meeting August 5, 2020

83

1. My fellow shareholders, fellow colleagues and fellow directors, a warm welcome to the 60th Annual General Meeting. On one hand, it is a pity that we cannot meet physically as we usually do at the AGM in Mumbai, for the first time in 60 years. On the other hand, it is also true that shareholders from outside Mumbai, even outside India, have an opportunity to attend the AGM. It reminds me of the first paragraph of Charles Dickens’ Tale of Two Cities – “It was the best of times, it was the worst of times, … it was the spring of hope, it was the winter of despair.”

2. I don’t know how to give voice to our grief on losing our beloved Chairman, Mr. Brahm Vasudeva. Mr. Vasudeva was 84 years old when he passed away due to heart failure peacefully at his home in Mumbai, amongst his wife and children last month. Many of you shareholders have expressed your profound grief. Tributes have poured in from professionals in Marketing from Advertising Standards Council of India (ASCI), Indian Society of Advertisers (ISA) and Media Research Users Council (MRUC), all institutions that he had more than a hand in founding. He took your Company that was started by his father, and built it to the stage that it is today. The basic character of Brahm Vasudeva, the man is imprinted on the product and the people who worked with him. Many of us who work at Hawkins, do so because we are inspired by his ideals, by his ethical way of doing business, by his single-minded concern for customers, by his fair treatment of workers and employees.

3. I joined Hawkins as a Management Trainee fresh out of college 28 years ago and I have had the privilege of working closely with him and learning. It has been an education that I have not got from the IIT or the IIM. It is not possible to explain the debt that I and many of us at Hawkins have to him. He was an institution builder, and Hawkins was the institution he built with care and love, with patience and courage, with foresight and wisdom, but always without compromising on principles. A good place to find these principles is his speech to shareholders in the AGM in July 2009 – The Seven Strands of the DNA of Hawkins . In these uncertain times when most businesses are struggling to deal with the unprecedented challenge of COVID-19, let me give you some insights on how some of the principles that Mr. Vasudeva had inculcated in the Company have helped us.

4. One of the principles he always followed was Be Prudent - do not “buy” sales by giving credit to suspect parties. As on March 31, 2020 we had Rs.1509 Lakhs due to be paid by 740 dealers; Today, out of that, we have only Rs. 8 lakhs still unpaid. We have collected 99.5% of our dues even in these terrible times. And we will collect the rest.

5. As we do not lend freely, we do not borrow freely either. Even during the incredibly difficult period of April and early May when cash coming in was completely stopped, our kitty of deposits with the banks and cash credit facilities which was about Rs. 60 crores at the start of the pandemic, kept coming down as we paid our suppliers and vendors and employees. Mr. Vasudeva refused to borrow even under these circumstances while the banks were more than ready to lend. So, we did

84

not increase our bank limits by a rupee. Today that same kitty is more than double the amount in March because we have tightened our belts, improved our operations, increased our profitability, reduced our fixed costs, improved our cash management, controlled our inventory – all because we refused to borrow.

1. At the end of the last Board meeting in May we had stated that in view of the uncertainties we were not recommending any dividend. Thereafter, we have earlier today announced our first quarter results. The Turnover is 100 crores and the Profit Before Tax is 8 crores. While both are less compared to June Quarter 2019, the Company has made profits despite being shut down largely for about half the quarter and we are comfortable on our cash. The board earlier today has, therefore, declared an interim dividend of Rs. 80 per Ten Rupee share.

2. We are pleased to see excellent demand for our products as markets open up. Pressure Cookers and Cookware have become essential commodities as people around the world are cooking at home. We are seeing a significant increase in demand for both cookers and cookware as markets open up. In the month of July our Turnover is up 36%. One of the reasons we are seeing this surge in demand is because of our strict financial policies. While other companies are still busy collecting money, we are able to concentrate on selling.

3. Continuing on the theme of how constraints make you more creative – I will speak about selling during COVID. The whole system of going to the market and selling has been upended by the fact that inter-city travel is very difficult. But while travel was not possible, we found an opportunity in that constraint. Our salesmen could now call a larger number of dealers than usual because they do not lose time in travel. We doubled the calls. We started to make calls to dealers who were not dealing with us. We started calling dealers in far-off, otherwise difficult to travel, towns. The power of the brand – the goodwill of the product and the reputation of the dealings of Mr. Vasudeva and Hawkins are such that 850 new dealers opened their purse strings in the middle of the COVID disaster to a phone call from an unknown salesman, “Good Morning Sir, I am calling from Hawkins.”

4. We have taken special efforts to supply spare parts to all in this time of lockdown. We found that spares were being charged for exorbitantly online by some unscrupulous parties. We started selling our spares at MRP online – which brought down the prices by 70%. During the lockdown, we have sent spares to 870 customers. Despite all lockdowns we have kept our phone lines open – taken 2000 consumer calls and have tried to solve their problems. Because as Mr. Vasudeva had written in the first paragraph of the Hawkins Mission Statement 25 years ago: We have one overarching goal: to win over customers, to truly please them by delivering products and service beyond their expectations, to earn their friendship and build relationships that will endure.

85

1. Mr. Vasudeva had worked this out. He used to think deeply about the survival and success of Hawkins. And this was his Gurumantar . If you can gain the confidence of the consumer by treating him straight, you will be able to survive amongst the pressure of monopoly sellers, large buyers, government policy, unforeseen events like COVID. To have the customer on your side, he felt, was the right strategy for a small Company like Hawkins.

2. That reminds me that we are not so small any longer - for the first time Hawkins is a part of the BSE top 500 companies by market capitalization. For us it means that we have to take some more additional steps for corporate governance, which we have already done. The other thing it requires is to take fresh guard and not forget the simple task of being true to our customers, whatever size we reach, knowing that to be the real reason that makes this Company valuable.

3. We have opened partially our offices and factories, taking all precautions and following all government regulations and permissions. It means a lot of checks and cross-checks and is not business as usual. Our suppliers are also under constraints. However, we are steadfast in ensuring that we put the safety of our workers and managers first. I am pleased to report that we have reached about 75% of our average last year production in July despite all these problems. But every month brings fresh challenges. We are trying to deal with them as best as possible.

4. But in all this, we have kept our chin up. I am so proud and grateful to our suppliers, our workers, our managers, our dealers, our consumers – each one of them, individuals facing an unprecedented personal crisis but keeping their faith in brand Hawkins. This faith is not earned just by our recent actions. This faith has been earned over the 50 years of stewardship by our late Chairman, Mr. Brahm Vasudeva. This faith has been earned by being fair to the dealer, transaction after transaction, this faith has been earned by giving the customer a first rate product, product after product, this faith has been earned by paying our suppliers on time in full, week after week, this faith has been earned by being fair to our employees, year after year, this faith has been earned by being transparent with our shareholders, meeting after meeting. People like us who have worked with him for 28 years have first a sense of privilege – of being close to a man of principles. Secondly, we have a sense of courage, to take decisions as he would. And finally, we have a sense of his grace where he stands by us in times good or bad and helps Hawkins see further, because we are standing on the shoulders of giants.

---