Orient Beverages Ltd. — AGM Information 2024

Sep 28, 2024

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This is to inform you that the 63rd Annual General Meeting(AGM) of Orient Beverages Limited held on Saturday, the 28th September, 2024 at 11:00 a.m. (IST) through Video Conferencing("VC")/ Other AudioVisual Means ("OAVM"), to transact the businesses as stated in the Notice dated 14th August, 2024. We enclosed herewith please find Summary of the Proceedings of the said AGM of the Company as required under Regulation 30, Part- A of the Schedule- III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).

This is for your kind information and records.

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JIYUT Digitally signed by JIYUT PRASAD PRASAD Date: 2024.09.28 15:52:47 +05'30'

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Summary proceedings of the 63[rd] Annual General Meeting of Orient Beverages Limited

The 63[rd] Annual General Meeting ("AGM" or "Meeting") of the Members of Orient Beverages Limited (the "Company") was duly convened and held on Saturday, the 28[th] September, 2024 at 11:00 a.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"), which commenced at 11:00 A.M. (IST) in compliance with Circulars No. 14/2020 dated April 8, 2020, No. 17/2020 dated April 13, 2020, No. 20/2020 dated May 20, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 02/2021 dated January 13, 2021, No.10/2021 dated June 23, 2021, No. 20/2021 dated December 8, 2021, No. 21/2021 dated December 14, 2021, No. 3/2022 dated May 5, 2022, No. 10/2022 and 11/2022 dated December 28, 2022 respectively and General Circular No. 9/2023 dated September 25, 2023 and all other relevant Circulars (“MCA Circulars”) issued by the Ministry of Corporate Affairs (“MCA”) and Circular No. SEBI/HO/DDHS/P/CIR/ 2023/0164 dated 6[th] October, 2023 (“SEBI Circular”) issued by the Securities and Exchange Board of India (“SEBI”) and relevant provisions of the Companies Act, 2013 (“the Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The deemed venue of the AGM is the Registered Office of the Company situated at “Aelpe Court”, 3[rd] Floor, 225C, A. J. C. Bose Road, Kolkata- 700 020, W.B.

The following Directors/officers were present:

Sr. No.	Name	Designation
1.	Sri Narendra Kumar Poddar	Chairman
2.	Sri Akshat Poddar	Managing Director
3.	Sri Ballabha Das Mundhra	Executive Director
4.	Sri Vivek Vardhan Agarwalla	Independent Director Chairman of Audit Committee and Nomination & Remuneration Committee
5.	Sri Ankush Dhelia	Independent Director
6.	Sri Arun Kumar Singhania	Chief Financial Officer
7.	Sri Jiyut Prasad	Company Secretary
8.	Sri Manoj Prasad Shaw	Secretarial Auditor and Scrutinizers

At the commencement of the meeting, Sri Narendra Kumar Poddar, Chairman of the Company welcomed all Directors, Members, CFO who were attending the AGM. As the requisite quorum was present, the Chairman called the Meeting to order. The Chairman asked Sri Jiyut Prasad, Company Secretary of the Company to give introduction of all Directors, Chief Financial Officer of the Company.

There were 51 members present through VC/OAVM as per the records of the attendance.

Thereafter, with the permission of Chairman, Sri Jiyut Prasad, Company Secretary, introduced other Directors, CFO, Secretarial Auditor who joined the Meeting. All the Directors including the respective Chairman/Chairpersons of the Audit Committee and Nomination and Remuneration Committee etc., were also present at the AGM.

Narendra Digitally signed by Narendra Kumar Kumar Poddar Date: 2024.09.28 Poddar 15:53:47 +05'30'

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• Sri P. Tiwari of M/s Tiwari & Co., Chartered Accountants, Statutory Auditors of the Company could not join the meeting due to technical issues faced by him and Sri Manoj Prasad Shaw of M/s Manoj Shaw & Co., Practicing Company Secretaries, Secretarial Auditors is also present through online at the Meeting. He also acts as Scrutinizer for the Meeting.

• The Chairman then delivered his speech and informed about the objective of the 63[rd] AGM.

• The Chairman after delivery of his speech and invited Sri Jiyut Prasad, Company Secretary to brief about the general guidelines to be followed during the meeting for the Shareholders and registered speakers.

• Sri Jiyut Prasad informed the members that pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI Listing Regulations, the Company had engaged the service of Central Depository Services (India) Limited to provide remote e-voting facility which commenced on Wednesday, the 25[th] September, 2024 at 9.00 A.M.(IST) and ends on Friday, the 27[th] September, 2024 at 5.00 P.M.(IST) and e-Voting facility during the AGM to all the eligible Members who participated in the Meeting and had not cast their votes through remote e-voting in respect of the businesses transacted at the Meeting. The Shareholders can caste their vote while at the same time watch the proceedings of the meeting. He also informed that the AGM is being held through Video Conference/Other Audio Visual Means and the resolutions mentioned in the Notice convening this AGM have already been put to vote through remote e-Voting, there will be no proposing and seconding of the resolutions.

• Sri Jiyut Prasad further informed that the Notice dated 14[th] August, 2024 convening the 63[rd] AGM and Secretarial Audit Report were taken as read with the consent of the Members present. Thereafter, the Chairman notified the members about the availability of statutory registers, certificates, and other documents for the purpose of inspection via electronic means. He mentioned that there were no qualifications, observations or comments or other remarks made by the Auditors in their Report on the Financial Statements (both Standalone and Consolidated) and by the Secretarial Auditor in their Secretarial Audit Report for the financial year ended 31[st] March 2024 which may have any adverse effect on the functioning of the Company. Hence, the Auditors' Report on the Financial Statements and the Secretarial Audit Report were not required to be read.

The following items of business as per the Notice of the 63[rd] AGM were transacted:

Ordinary Business:

Resolution No.	Particulars of Resolutions
1.	Ordinary Resolution for consideration and adoption of the audited standalone financial statements of the Company along with audited consolidated financial statements for the financial year ended 31stMarch, 2024 and the Reports of the Directors and Auditors thereon.
2.	Ordinary Resolution for appointment of a Director in place of Smt. Sarita Tulsyan (DIN: 05285793), who retires by rotation and being eligible, offers herself for re-appointment.

Narendr Digitally signed by Narendra Kumar Poddar a Kumar Date: 2024.09.28 Poddar 15:53:34 +05'30'

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Special Business:

Resolution No.	Particulars of Resolutions
3.	Ordinary Resolution for appointment of Sri Ankush Dhelia (DIN: 03641895) as an Independent Director of the Company for a term of 5 (five) years w.e.f. 30thMay, 2024.
4.	Special Resolution for consideration and approval of limits of loan/financial assistance including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan/ financial assistance under Section 185 of the Companies Act, 2013 to M/s Satyanarayan Rice Mill Private Limited up to Rs.3,00,00,000/- (Rupees Three crores only) outstanding at any point of time.
5.	Special Resolution for consideration and approval of limits of loan/financial assistance including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan/ financial assistance under Section 185 of the Companies Act, 2013 to M/s Esenzzaro Beverages Private Limited up to Rs.13,00,00,000/- (Rupees Thirteen crores only) outstanding at any point of time.

Thereafter, Sri Jiyut Prasad, Company Secretary invited the Shareholders who had registered themselves as Speakers and were attending the Meeting through VC/OAVM, to put forward their queries/ feedback, if any, in respect of any of the items of business as contained in the Notice.9(nine) nos. of Speakers expressed their feedback, queries, and suggestions. The Chairman responded to the queries and provided necessary clarifications to the same.

The voting rights of the Members were reckoned based on the number of shares held by them as on the “Cut-off date” i.e., Saturday, 21[st] September, 2024. CS Manoj Prasad Shaw, Practicing Company Secretary (CP No. 4194), Kolkata, was appointed for the purpose of scrutinizing the process of remote e-voting and e-voting during the Meeting in a fair and transparent manner.

The Chairman further informed the Members that the consolidated results of the e-voting and the report of the Scrutinizer will be communicated to the stock exchanges BSE Ltd and The Calcutta Stock Exchange Ltd., where the shares of the Company are listed and will also be placed by the Company on its' website at www.obl.org.in and also on the website of CDSL within 48 hours of the conclusion of the AGM.

The Chairman concluded the proceedings of the Meeting after thanking all the shareholders of the Company for their unwavering trust in the Company and acknowledged the persistent support of all the stakeholders of the Company. The Vote of thanks was placed by the Company Secretary as advised by the Chairman.

The 63[rd] AGM of the Company concluded at 11.50 A.M. (IST).

Thanking you, Yours faithfully, For Orient Beverages Ltd. Narendra Kumar Digitally signed by Narendra Kumar Poddar Poddar Date: 2024.09.28 15:53:16 +05'30' N. K. Poddar Chairman

Dated: 28[th] September, 2024

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