REG - Tata Consumer Prod. - AGM Statement

Tata Consumer ProductsAnnouncement

07/07/2022 07:00

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RNS Number : 6527R  Tata Consumer Products Limited  07 July 2022

July 7, 2022

 

 London stock exchange

 10 Paternoster Square

 London

 EC4M 7LS

 United Kingdom

 

Sub: Details of Proceedings, Voting Results and Scrutinizers Report with
respect to the 59th Annual General Meeting of the Company held on Monday, June
27, 2022

 

Dear Sir/Madam,

 

We are pleased to submit the summary of Proceedings, Voting Results and
Scrutinizers Report of the 59(th) Annual General Meeting ("AGM") of the
Company held on Monday, June 27, 2022, through Video Conferencing and
Audio-Visual Means. The AGM commenced at 10.30 a.m. (IST) and concluded at
02:06 p.m. (IST) (including the time allowed for e-voting at the AGM).

 

The Company also facilitated the live webcast of the proceedings of the AGM.

 

1.     The Summary of Proceedings are mentioned below as Annexure 1

2.     The Voting Result and the Scrutinizers Report can be viewed at :
https://www.tataconsumer.com/sites/g/files/gfwrlq316/files/2021-06/TCPL_AGM_Votingresult_Scrutiniser_report_25062021_1.pdf
(https://www.tataconsumer.com/sites/g/files/gfwrlq316/files/2021-06/TCPL_AGM_Votingresult_Scrutiniser_report_25062021_1.pdf)

3.     The archive of the webcast of the 59(th) AGM is made available on
the Company's website and can be accessed at:
https://www.tataconsumer.com/investors/investor-information/agm/agm-webcast-recording
(https://www.tataconsumer.com/investors/investor-information/agm/agm-webcast-recording)

4.     The presentation made by Mr. Sunil D'Souza, Managing Director &
CEO of the Company, at the AGM, is also enclosed herewith. It is also uploaded
on the website the Company and can be accessed at
https://www.tataconsumer.com/sites/g/files/gfwrlq316/files/2022-06/tcpl-agm-presentation-fy-2020-21.pdf
(https://www.tataconsumer.com/sites/g/files/gfwrlq316/files/2022-06/tcpl-agm-presentation-fy-2020-21.pdf)
.

 

Kindly take the same on your record and acknowledge.

 

Yours Sincerely,

For: TATA CONSUMER PRODUCTS LIMITED

 

 

Neelabja
Chakrabarty

Company Secretary

Annexure 1

 

Summary of the Proceedings of the 59(th) Annual General Meeting ("AGM") of
Tata Consumer Products Limited held through Video Conferencing and
Audio-Visual Means on Monday, June 27, 2022

 

Meeting Day, Date, and Time: Monday, June 27, 2022, at 10.30 a.m. (IST). The
Meeting concluded at 02:06 pm (including the time allowed for e-voting at the
AGM and 15 minutes after the proceedings of the AGM was concluded by the
Chairman, as declared by the Chairman).

 

Mode: Through Video Conferencing (VC) and Audio-Visual Means (OVM)

 

Chairman: Mr. N. Chandrasekaran, Chairman of the Board, joined the meeting
from the Bombay House, 24, Homi Modi Street, Fort, Mumbai, 400001 (hereinafter
referred to as "Common Venue") over Video Conference ("VC") and Audio-Visual
Mode. He took the Chair in terms of Article 94 of the Articles of Association
of the Company.

 

Directors in attendance:

 

 Sr. No.  Name of Director     Designation/Committee Position.                                                 Location

 1        Dr. K. P. Krishnan   Independent Director, the Chairman of the Audit Committee, and a member of the  Joined over VC from New Delhi
                               Corporate Social Responsibility & Sustainability Committee.
 2        Mr. Bharat Puri      Independent Director, the Chairman of the Risk Management Committee, and a      Joined over VC from Mumbai
                               member of the Audit Committee and Nomination and Remuneration Committee.
 3        Mr. Siraj Chaudhry   Independent Director, the Chairman of the Stakeholders Relationship Committee   Joined over VC from Lucknow
                               and Corporate Social Responsibility & Sustainability Committee, and also
                               a member of the Audit Committee and Risk Management Committee.
 4        Mr. David Crean      Additional Director under the Category of Independent Director                  Joined over VC from the United Kingdom

 5        Mr. P. B. Balaji     Non-Executive (Non-Independent) Director                                        Joined over VC from Mumbai

 6        Mr. Sunil D'Souza    Managing Director & CEO                                                         Joined over VC from the Common Venue in Mumbai
 7        Mr. L. Krishnakumar  Executive Director & Group CFO                                                  Joined over VC from the Common Venue in Mumbai

 

Ms. Shikha Sharma, Independent Director and the Chairperson of the Nomination
and Remuneration Committee, could not attend the meeting due to her other
pre-occupations.

 

Chief Operating Officer, Chief Financial Officer, and Company Secretary:

 

 Sr. No.  Name                        Designation              Location

 1        Mr. Ajit Krishnakumar       Chief Operating Officer  Joined over VC from the Common Venue in Mumbai
 2        Mr. Sivakumar Sivasankaran  Chief Financial Officer  Joined over VC from Bengaluru
 3        Mr. Neelabja Chakrabarty    Company Secretary        Joined over VC from the Common Venue in Mumbai

 

The representatives of the Statutory Auditors, Cost Auditors and the
Secretarial Auditors were also present through VC from their respective
locations. The members of the senior leadership team were also present through
VC from their respective locations.

 

Members attending the Meeting: 237 Members were attending the meeting
virtually in person / through authorized representatives. In terms of the MCA
circulars and SEBI circular, the requirement of appointing proxies was not
applicable.

 

Quorum: The requisite quorum as required under Section 103 of the Companies
Act, 2013 was present throughout the meeting.

 

After declaring that the requisite quorum for the meeting was present, the
Chairman called the Meeting to order. It was announced that the Statutory
Registers, as required under the Companies Act, 2013, and the documents that
are required to be kept open in terms of the resolutions provided in the AGM
Notice, were available for inspection of the Members electronically.

 

With the consent of the Members, the Notice convening the Meeting was taken as
received and read. Since, the Auditors' Report on the Financial Statements
(Standalone as well as Consolidated) for the year ended March 31, 2022, did
not have any qualifications, reservations, observations, adverse remarks or
disclaimer, the same was not required to be read.

 

The Chairman made his opening remarks covering the performance of the Company
in the financial year 2021-22, highlighting the performances of the India
businesses as well as international businesses, subsidiaries, joint ventures,
and associate companies, impact on the business due to the pandemic and the
recent geopolitical developments, as well as the strategy going forward.

 

This was followed by a presentation made by Mr. Sunil D'Souza, Managing
Director & CEO, to the Members covering a brief about the Company, Key
Highlights & Financial Performance for the financial year 2021-22,
Progress against Strategic Priorities, Business performance - India &
International and Awards & Recognitions.

 

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with
Rule 20 of the Companies (Management and Administration) Rules, 2014, the
Company had provided the remote e-voting facility to the Members in respect of
businesses to be transacted at the AGM. The remote e-voting commenced at 9.00
a.m. on Thursday, June 23, 2022, and ended at 5:00 p.m. on Sunday, June 26,
2022. Further, the Company had also provided the facility for e-voting during
the AGM on all the resolutions to facilitate the Members who were attending
the meeting and had not cast their votes earlier through remote e-voting.

 

The Board of Directors had appointed Dr. Asim Kumar Chattopadhyay, Practicing
Company Secretary, as Scrutinizer for scrutinizing the remote e-voting process
before the AGM and e-voting during the AGM of the Company, in a fair and
transparent manner.

 

The following resolutions as set out in the Notice convening the AGM were put
to vote by Remote e-voting and e-voting during the meeting:

 Ordinary Business
 1)   To receive, consider and adopt the Audited Standalone Financial
 Statements of the Company for the financial year ended March 31, 2022,
 together with the Reports of the Board of Directors and Auditors thereon.
 (Ordinary Resolution)

 2)   To receive, consider and adopt the Audited Consolidated Financial
 Statements of the Company and its subsidiaries for the financial year ended
 March 31, 2022, together with the Report of the Auditors thereon. (Ordinary
 Resolution)

 3)   To declare a dividend of Rs. 6.05 per equity share of the face value of
 Re. 1 each (605%), of the Company for the financial year ended March 31, 2022.
 (Ordinary Resolution)

 4)   Re-appointment of Mr. P. B. Balaji (DIN 02762983) as Director, who
 retires by rotation in terms of Section 152(6) of the Companies Act, 2013.
 (Ordinary Resolution)

 5)   Re-appointment of Deloitte Haskins & Sells LLP, Chartered
 Accountants (Firm Registration No. 117366W/W-100018), as Statutory Auditors of
 the Company for the second term of 5 years i.e. from the conclusion of this
 59(th) Annual General Meeting until the conclusion of 64(th)  Annual General
 Meeting to be held in the year 2027 and remuneration payable to them (Ordinary
 Resolution)

 Special Business
 6)   Ratification of remuneration payable to M/s Shome & Banerjee, Cost
 Accountants (Firm Registration Number 000001), Cost Auditors of the Company
 for the financial year ending March 31, 2023. (Ordinary Resolution)

 7)   Re-Appointment of Mr. Siraj Chaudhry (DIN 00161853) as an Independent
 Director of the Company for the second term of 5 years commencing from July 3,
 2022, up to July 2, 2027. (Special Resolution)

 8)   Appointment of Mr. David Crean (DIN 09584874) as a Non-Executive,
 Independent Director of the Company for a term of 5 years commencing from May
 4, 2022, up to May 3, 2027 (Special Resolution)

 9)   Approval for keeping and maintaining the registers and other records as
 required to be maintained by the Company as per Section 88 of the Companies
 Act, 2013 ("Act") and copies of annual returns filed under Section 92 of the
 Act and other documents at the Registered Office of the Company and/or the
 Registrar and Transfer Agent of the Company or such other place where the
 office of the Registrar and Transfer Agent of the Company is situated from
 time to time (Special Resolution)

 

The Chairman then invited the Members to express their views, make comments
and seek clarifications on the operations and financial performance of the
Company and on the resolutions set out in the Notice of the AGM. The Members
were given an opportunity to speak in the order in which they had registered
their names. After giving sufficient time to all Members who wished to speak,
the Chairman replied to the queries raised by the Members.

 

The Chairman authorized the Company Secretary to conduct the e-voting process
and conclude the meeting. The Chairman had authorized the Company Secretary to
accept, acknowledge and countersign the Scrutinizers report in connection with
the AGM and declare the results of the e-voting in accordance with the
requirements prescribed under the Companies Act, 2013 and other applicable
laws.

 

The Chairman stated that the consolidated results of the remote e-voting and
e-voting at the AGM venue would be announced within 2 working days of the
conclusion of the meeting and the results along with the Scrutinizer's Report
would be intimated to the Stock Exchanges in terms of the Listing Regulations
and would be placed on the website of the Company and National Securities
Depository Limited (NSDL), and would also be displayed at the Registered
Office of the Company.

 

The Chairman then thanked the Members for their continued support and for
attending and participating in the meeting. He also thanked the Directors for
joining the meeting virtually. The e-voting facility was kept open for the
next 15 minutes to enable the Members to cast their votes. Upon completion of
the e-voting process, the Company Secretary declared the meeting closed.

 

The Voting results pursuant to Regulation 44(3) of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 and Report of the Scrutinizer,
pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the
Companies (Management and Administration) Rules, 2014 will be submitted in due
course.

 

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