The Phoenix Mills Ltd. — AGM Information 2020

Sep 25, 2020

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.t. THE PHOENIX MILLS LIMITE 'Y'

Corp. Office : Shree Laxmi Woolen MIiis Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022) 3001 6601 CIN No.: L 17100MH1905PLC000200

September 25, 2020

BSE Limited

National Stock Exchange of India Limited Exchange Plaza, Plot C/1, G-Block Bandra-Kurla Complex, Bandra East, Mumbai- 400051

Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai- 400 001

Secu.tit ode: 503100

Symbol: PHOENIXLTD

Dear ir(s),

Sub: Proceedin 'AGM' of The Phoenix Mills Limited - Regulation 30 of SEBI Listing Obligations and Disclosme Re ue . ations 2015 'Listin ations'

Pursuant to Regulation 30 read with Schedule III of the Listing Regulations, please find appended below the summary of proceedings of 115[th ] Annual General Meeting of the Company:

1. The 115[th ] Annual General Meeting (' AGM') of The Phoenix Mills Limited ('Company')

was held today, i.e. Friday, September 25, 2020, through Video Conferencing ("VC'') / Other Audio Visual Means ("OAVM") facility. The Meeting commenced at 4:00 p.m. IST and concluded at 5:00 p.m. IST.

1. In view of the Covid-19 pandemic and social distancing norms, the AGM was held through VC in compliance with the circulars issued by the Ministry of Corporate Affairs ("MCA"), and the Securities and Exchange Board of India ("SEBI'[1] ). The Company had provided two-way video conferencing facility at the AGM.

2. Mr. Atul Ruia, Chairman of the Board, chaired the meeting and welcomed the Members present at the 115[th ] AGM of the Company.

3. As per the attendance record, 52 Members were present through VC at the Meeting and after ascertaining that the requisite quorum was present, the Chairman called the Meeting to order.

4. Mr. Amit Dabriwala, the Chairman of the Audit Committee and Stakeholders' Relationship Committee, and Ms. Shweta Vyas, Chairperson of Nomination and Remuneration Committee were present at the Meeting. The representatives of the Statutory Auditors and Secretarial Auditors were also present at the Meeting.

5. The Chairman informed the Members that the Register of Directors and Key Manageri Personnel and their Shareholding, the Memorandum and Articles of Association of Company, Certificate from the Statutory Auditors of the Company relating to t implementation of the Company's ESOP Scheme and other statutory registers a documents required to be kept at the AGM and as mentioned in the Notice of the A

Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel: (022) 2496 4307 / 8 / 9 •Fax: (022) 2493 8388 E-mail : info[@] the[p] hoenixmills.com • www.thephoenixmills.com

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� . THEPHOE MILLS LIMITE ,_,-

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022) 3001 6601 , CIN No.: L 1710DMH1905PLCDD0200

were kept available for inspection in electronic mode upon login at Link Intime' s e­ voting system and also on the Company's website.

1. The Notice of the 115th AGM along with the copies of the Audited Financial Statements including the Audited Consolidated Financial Statements for the financial year ended March 31, 2020 together with the Directors' and Auditors' Reports were dispatched electronically to all the Members within the statutory period in accordance section 101 of Companies Act, 2013, the MCA and SEBI circulars. With the consent of the Members present at the Meeting, the Notice of the 115[th ] AGM was taken as read.

2. The Chairman further informed the Members present that there were no qualifications or observations or adverse remarks in the Report of the Statutory Auditor on the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2020 and in the Report of the Secretarial Auditors, and hence the said Reports were taken as read, with the consent of the Members present.

3. The Chairman then informed the Members that in terms of Section 108 of the Companies Act, 2013 read with Rule 20 of Companies (Management and Adminish·ation) Rules, 2014 and Regulation 44 of the Listing Regulations, the Compctny had provided remote e-voting facility to its Members. The remote e-voting period commenced n Tuesday, Septemb r 22, 2020 at 9:00 a.m. 1ST and ended on Thursday, September 24, 2020 at 5:00 p.m. JST. The Chairman furth r inform d tha,t the Company had also pr vided fa ilily of -voting during th AGM tlu-ough lectroni means.

4. The Chairman informed the Members that the Board of Directors of the Company had appointed Mr. Himanshu S. Kamdar (Membership No. FCS 5171), of M/s. Rathi & Associates, Practising Company Secretaries as the Scrutinizer to scrutinize the voting process through remote e-voting and e-voting during the AGM in a fair and transparent manner.

5. The Chairman then delivered his speech briefing the Members present on· the performance and business overview of the Company.

6. Thereafter, the Chairman offered an opportunity to the Members who had registered themselves as speakers to express their views or ask questions / queries on resolutions proposed as set out in the Notice of the AGM. The Chairman further informed that Members could also raise questions in the chat box on the webcast page during the AGM. The Chairman and Mr. Shishir Shrivastava, Managing Director, addressed and responded to the clarifications sought by the speakers and the questions posted on the communication chat box.

7. Then, Mr. Shishir Shrivastava made a presentation to the Members at the Meeting the various strategic aspects of the business.

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1. The following items of business as set out in the Notice convening the 115[th ] AGM d July 29, 2020 were then transacted and commended to the Members for their appr v

Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Pare\, Mumbai 400 013 .. • T�I: (022) 2496 4307 / 8 / 9 •Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com • www.thephoernxm1lls.com

._t� THE PHOENIX MILLS LIMITED ..,,-

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Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022) 3001 6601 CIN No.: L 17100MH1905PLC000200

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Item \ Ordinary/
Description
No. Special
Ordinary Business
To receive, consider and adopt the Audited Standalone Financial
1 Statements of the Company for the Financial Year ended March 31, 2020, together with the Reports of the Board of Directors and Ordinary
Auditors thereon.
To receive, consider and adopt the Audited Consolidated Financial
2 Statements of the Company for the Financial Year ended March 31, Ordinary
2020, together with the Report of the Auditors thereon.
To appoint a Director in place of Mr. Shishir Shrivastava (DIN:
3 01266095), who retires by rotation and, being eligible, offers himself Ordinary
for re-appointment.
Special Business
To re-appoint Ms. Shweta Vyas (DIN: 06996110) as an Independent
4 Director for a second term of five years with effect from October 14, Special
2019 up to October 13, 2024
To approve payment of Commission to Non-Executive Independent
5 Ordinary
Directors of the Company
To increase borrowing limits from � 1,250 crores to � 1,750 crores or
6 the aggregate of the paid up capital and free reserves of the Speci<'l
Company, whichever is higher.
To create charges/ security on the movable and immovable
7 properties of the Company, both present and future, in respect of Special
borrowings
To approve remuneration payable to Mr. Rajendra Kalkar, Whole-
8 Time Director of the Company, for a period of three years with effect Special
from April 1, 2020 up to March 31, 2023
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1. All items as set out above were transacted through remote e-voting and e-voting during the AGM through electronic means.

2. The Chairman informed the members that the the combined results of voting (remote e­ voting and e-voting during the AGM) along with the Scrutinizers' Combined Report shall be declared within 48 hours of the Meeting and would be communicated to the Stock Exchanges where equity shares of the Company are listed. He further informed that the combined results shall also be uploaded on the website of the Company at www.thephoe.11ix1iJL-. om and Link Intime India Private Limited at https:/ /instavote.linkintime.co.in simultaneously, and displayed on the notice board of the Registered Office as well as the Corporate Office of the Company.

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Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel:[(] 022) 2496 4307 / 8 / 9 •Fax:[(] 022) 2493 8388 E-mail : info[@] thephoenixmills.com • www.thephoenixmills.com

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��_. THE PHOENIX MILLS LIMITED ,P-

Corp. Office : Shree Laxmi Woolen Mills Estate, 2nd Floor, R.R. Hosiery, Off Dr. E. Moses Rd. Mahalaxmi, Mumbai - 400 011 Tel : (022) 3001 6600 Fax : (022) 3001 6601 GIN No.: L 17100MH1905PLC000200

The above is for your information, records and reference. Please note that this document does not constitute minutes of the proceedings of the Annual General Meeting of the Company.

Thanking you,

Yours faithfully, For The Phoenix Mills Limited e�� Ga�J�ra Mewara Company Secretary

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Regd. Office: The Phoenix Mills Ltd., 462 Senapati Bapat Marg, Lower Parel, Mumbai 400 013. •Tel: (022) 2496 4307 / 8 / 9 •Fax: (022) 2493 8388 E-mail : info@thephoenixmills.com • www.thephoenixmills.com