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IndusInd Bank Ltd. AGM Information 2021

Aug 26, 2021

59441_rns_2021-08-26_6a44c9ac-8d04-44f1-a442-5b863eff635b.pdf

AGM Information

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Induslnd Bank

Attgust26,2021

National Stock Exchange of India Ltd. (Symbol: INDUSINDBK) BSE Ltd. (Scrip Code: 532187) India International Exchange (Scrip Code: ff00027)

Madam / Dear Sir,

Sub: Summarv of the Proceedings of the 27th Annual General Meetins ('AGM') of Induslnd Bank Ltd. ('the Bankr) held on Aueust 26. 2021

In compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we submit herewith summary of the proceedings of the 27'h AGM of the Bank held on August 26,2021 at11.30 a.m. (lST), through Video Conference.

The proceedings of the AGM shall also be made available on the Bank's website at www.indusind.com

We request you to kindly take the above on record.

Thanking you,

Yours faithfullv. For Ind Bank

Haresh Ga Company M. No. Al Encl. a./a

Cc:

Singapore Stock Exchange Luxembourg Stock Exchange

Solitaire Corpor.te Park Offl.e: Induslnd Bank Limited, Building No.7, Solitaire Corporation Park, Andheri- Ghatkoper Link Road, Chakala, Andheri(E), Mumbai- 400 093,IndiaTel: (0022) 6912887

SUMMARY OF THE PROCEEDINGS OF THE 2TIhANNUAL GENERAL MEETING (AGM) OF INDUSIND BANK LTD.

Meeting Day, Date & Time Thursday, August 26, 2021 at 11.30 a.m. (IST)
Venue Through Video Conference mode
Chairman Mr. Arun Tiwari, Chairman of the Board
Directors Present 8 out of 9 Directors of the Bank attended the AGM.
Members attending the Meeting 1 13 Members attanded through Video Conference
Quorum : The requisite quorum, as required under the Companies
Act.2013 was Dresent.
The AGM was attended by the following Directors and Attendees:
Mr. Arun Tiwari Non-Executive Non Independent Director
Part-time Chairman of the Bank
Mr. Shanker Annaswamy Non-Executive Independent Director
Dr. T. T. Ram Mohan Non-Executive Independent Director
Mrs. Akila Krishnakumar Non-Executive Independent Director
Mr. Rajiv Agarwal Non-Executive Independent Director
Mr. Sanjay Asher Non-Executive Independent Director
Mr. Jayant Deshmukh Non-Executive Independent Director
Mr. Sumant Kathpalia Managing Director & CEO
Mr. S. V. Zaregaonkar Chief Financial Ofiicer
Mr. Haresh Gajwani Company Secretary
Mr. Purushottam Nyati Representative of Mis Haribhakti & Co. LLP, Chartered
Accountants (Statutory Auditor for Financial Y ear 2020-
2021.
Representative of M/s Bhandari & Associates, Practicing
Company Secretaries -
Secretarial Auditors and
'Scrutinizer' appointed for conduct of the e-Voting
Drocess.
  • l. The AGM of the Bank was held on August 26, 2021 at I 1.30 a.m. (IST) through Video-Conference (VC). ln compliance with the applicable laws, the Bank had also provided two-way video-conferencing facility and one-way live webcast ofthe proceedings of the AGM.
  • Mr. Arun Tiwari, Chairman of the Bank's Board, chaired the meeting. 2.
  • The requisite quorum being present, Mr. Arun Tiwari, Chairman, called the Meeting to order. He welcomed the Members at the Bank's 27rh Annual General Meeting. 3.
  • Mr. Haresh Gajwani welcomed the Members and gave a brief introduction and apprised the Members with certain rules to be followed for the Meeting. ^
  • Mr. Tiwari then introduced the Directors of the Bank. The Chairman mentioned that 8 out of 9 Members of the Board of the Bank were present at the meeting through video conference, including Chairpersons of the Audit Committee, and Nomination & Remuneration Committee as well as representatives of the Statutory Auditors, and representatives of the Secretarial Auditors of the Bank. 5.

Mr. Tiwari apprised that Mr. Jayant Deshmukh was appointed in the Bank's Board on July 24' 2021. and that this is the first Annual General Meeting of the Bank being attended by him.

Mr. Tiwari informed that Mrs. Bhavna Doshi, Non-Executive, Independent Director, who is the Chairperson of the Stakeholders' Relations Committee could not attend the AGM, owing to health issues and therefore Mr. Rajiv Agarwal who is member of the Stakeholders' Relations Committee would answer the queries of the security holders.

  • The Chairman then addressed the Members. This was followed by a presentation made by Mr. Sumant Kathpalia, Managing Director & CEO' 6.
  • with the consent of the Members, the Directors' Report, Auditors' Report and Notice along with the Explanatory Statement dated July 24,2021convening the meeting were taken as read. 7.
  • The chairman took up ordinary and Special Business, seriatim, in accordance with Notice of the AGM. 8.

The following items of business as set out in the Notice of 27th ACM were taken up for the consideration:

ORDINARY BUSINESS:
I @ialStatements(StandaloneandConsolidated)forthe
Financial Year ended March 31, 2021, together with the Reports of the Board of
Directors and Auditors thereon.
2. n"id"rd
"f R 5L pe. Equity Share for the Financia
J. Appointment of Director in place of Mr. Arun Tiwari (DIN: 05345547), who was
retirinebyrotationand,beinge1igib1e,hadoffered@
ApdGtrn""J "f N'I/s Haribhakti & Co' LLP, Chartered Accountants (ICAI Firm
^ negistration Number 103523W / W100048) as one of the Joint statutory Auditors of
the Bank for a period ofone year commencing from conclusion ofthis Annual General
Meeting until the conclusion of the 28th Annual Genetal Me
Appointment of lr4/s M P Chitale & co.(Firm Registration Number l0l85lw) as one
of ih" Joint Statutory Auditors of the Bank for a period of three years commencing
fiom conclusion of this Annual General Meeting until the conclusion of the 30'n
Annual General Meeting ofthe Bank, subject to approval ofRBI on annual basis from
conclusion of the 281h Annual General Meeting of the Bank
SPECIAL BUSINESS:
o. Ordinary Resolution: Appointment of Mr. Jayant Deshmukh (DIN: 08697679) as
Non-Executive Independent Director
7. Ordinary Resolution: Payment of compensation to Non-Executive Directors of the
Bank.
8. Special Resolution: Augmentation of capital through further issue or placement of
securities including American Depository Receipts, Global Depository Receipts,
Qualified Institutional Placement, etc.
o Special Resolution: Increase in the Authorised Share Capital and alteration of the
Capital Clause of the Memorandum of Association and Article of Association of the
Bank
10. Special Resolution: Issue of Long-Term Bonds / Non-Convertible Debentures on
Private Placement Basis
  1. Mr. Arun Tiwari had requested Mr. Shanker Annaswamy, Independent Director, to Chair the Meeting for Item No. 3.

  2. Before consideration of the Resolutions set out in the AGM Notice, the Company Secretary invited the Members to put forth their observations and seek details and clarifications. The Members then spoke, one by one, in the order in which their names were listed as per their requests. After listening to all the speakers, the Chairman responded to the queries raised by the Members.

The Chairman informed the Members that the Board had appointed Mr. S.N. Bhandari, Practising Company Secretary or failing him, Ms Manisha Maheshwari, Practising Company Secretary associated with M/s Bhandari & Associates, Company Secretaries, who have given their consent to act as 'Scrutinizer' for conducting the e-Voting process for the ACM in a fair and transparent manner, and had authorised him to scrutinize the votes cast at the AGM as well as through Remote e-Voting and to submit the Consolidated Report of voting in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5. l l.

While explaining the voting procedure, the Members were informed that the Bank had provided Remote e-Voting facility to its Mernbers as on the cut-off date of August 19,2021 to enable them to cast their votes electronically. The Remote e-Voting facility was kept open for 3 days, i.e., from 9.00 a.m. on Monday, August 23,2021 up to 5.00 p.m. on Wednesday, August 25, 202t. 12.

He also informed that voting by electronic means was also made available during the AGM to those Members who had not alreadv voted bv means of Remote e-Votine and had attended the AGM. lJ.

The Chairman requested Members who had not cast their votes through Remote e-Voting to cast their votes through e-Voting facility provided at the AGM. 14.

The Chairman informed the Members that The Results, along with the Scrutinizer's Report. shall be placed on the website of the Bank at www.indusind.com and on the website of NSDL at www.evoting.nsdl.com and shall be communicated to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) where the shares of the Bank are listed. The Results shall also be displayed on the Notice Board at the Registered Office, Corporate Office and at tfe Secretarial & lnvestor Services Cell of the Bank. 15.

After the eligible Manbers had cast their votes at the Meeting, the Chairman thanked the Members for attending the AGM of the Bank and declared the meeting as concluded.

For Induslnd Bank Ltd.

Haresh K, G Company M. No. Al

Mumbai August 26, 2021 Place: Date: