Akzo Nobel India : AGM 2023 Minutes

Akzo Nobel India Limited

Minutes of 69th Annual General Meeting of Members of

Akzo Nobel India Limited held through Video Conference/Other Audio-Visualmeans on Thursday, 3rd August, 2023 at 2.30pm. The deemed venue was the registered office of the company i.e. Geetanjali Apartment, 8B Middleton Street, Kolkata 700 071

Present through Video Conference/Other Audio-Visual Means

All the above Directors, except Ms Smriti Rekha Vijay joined the meeting from Hotel Le Meridian, Gurugram, who joined from her residence at Mumbai.

The attendance of members at the Meeting was as follows:

Mr Anurag Khandelwal, Partner, Price Waterhouse Chartered Accountants LLP, the Statutory Auditors of the Company, Mr Sankalp Wadhwa, Partner of M/s Chandra Wadhwa & Co., Cost Auditors (collectively referred henceforth as "the Auditors"), Mr. Atul Kumar Labh, Proprietor of A. K. Labh & Co., Secretarial Auditors and also the Scrutinizer joined the meeting through Video Conferencing from their respective places by invitation.

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Following documents were open for inspection by the members at the NSDL website:

1. The Register of Directors and Key Managerial Personnel and their shareholding,
2. Register of Contracts or Arrangements in which the Directors are interested, and
3. Minutes of the previous Annual General Meeting held on 05 August 2022.

1. Chairman's address
   The requisite quorum ascertained as being present through Video Conferencing/other audio-visual means (VC/OAVM), the Chairman called the 69th Annual General Meeting ("AGM") of the Company to order and extended a warm welcome to the Members.
   The Chairman informed that the AGM was conducted through the Audio Video means in accordance with the applicable provisions of Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the time being in force.
   The Chairman stated that the Company had tied up with National Securities Depository Limited ('NSDL') to provide facility for voting through remote e-voting, for participation in the AGM through VC / OAVM facility and e-voting during the AGM in a seamless manner.
   He then introduced all the Directors to the members present and acknowledged the attendance of the Auditors and Scrutinizer in the meeting.
   Before starting the formal business of the meeting, he made a speech to the shareholders where he highlighted the economic environment, innovation and growth, powerful performance on Grow and Deliver ambition, key initiatives including those with respect to sustainability, CSR and the way forward for the Company, details of which are attached as Annexure 1 to these minutes.
   Thereafter, at the request of the Chairman, Mr Rajiv Rajgopal, Managing Director of the Company, made a presentation to the members sharing the performance highlights of the Company during the financial year 2022-23. The presentation is available for viewing on the Company's website www.akzonobel.co.in
   After Mr Rajiv Rajgopal's presentation, Chairman continued with the proceedings as follows:
2. Notice of the Meeting

The Chairman informed the members that the Notice of the 69th AGM (dated 23rd May 2023) together with the Audited Financial Statements and the Reports of the Board of Directors and Auditors thereon for the financial year ended 31st March 2023 was sent to the members by email on 8th July2023 and public notices were

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also issued in the prescribed newspapers and hence, was taken as read. A copy of the said Notice is attached as Annexure 2 to these minutes.

1. Voting
   The Chairman stated that under the provisions of the Companies Act 2013:
2. • Shareholder approval for the resolutions proposed in the Notice for the AGM needs to be obtained through remote e-voting process as well as through e-voting during the AGM;
   • Instructions for remote e-voting were circulated to all shareholders along with the Notice of the AGM;
   • The Company had utilized the e-voting platform provided by National Securities Depository Limited (NSDL) for the purpose;
   • Mr A K Labh, Practicing Company Secretary, Kolkata had been appointed as the scrutinizer for the voting process;
   • E-votingwindow for the resolutions proposed in the Notice of AGM (dated 23rd May 2023) was open from 31st July 2023 to 02nd August 2023; and,
   • In addition to remote e-voting,e-voting facility during the AGM had also been made available to facilitate voting by those Members who could not make use of the remote e-voting facility.
3. With the permission of the Chairman, some of the members present, as listed in Annexure 3 attached herewith, sought certain clarifications and explanations relating to the Annual Report and Annual Financial Statements. The Chairman, the Managing Director and the Wholetime Director and CFO responded to the questions raised by members and proceeded to take up the items of the Notice convening the AGM as follows:
   The Chairman stated that:
4. 1. Item Nos. 1 to 3 of the Notice of AGM are Ordinary Businesses; and Item Nos. 4 & 5 are 'Special Businesses';
   2. Item Nos. 1,2,3 and 5 are 'Ordinary Resolutions' while Item No. 4 is a Special Resolution.
   3. Since the AGM was held through audio-visual means and the resolutions forming part of the Notice convening this meeting, as given below, were already put to vote through the remote e-voting, the practice of proposing and seconding of resolutions is no longer relevant.

Ordinary Business

4.1 Adoption of Audited Financial Statements

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It was noted that the Independent Auditors' report on the financial statements for the year ended 31st March 2023 was an unqualified report and did not contain any observations or comments on financial transactions or matters, which have any adverse effect on the functioning of the Company.

The following resolutions were accordingly moved as Ordinary Resolutions:

"Resolved that the standalone audited statement of Profit and Loss for the financial year ended 31st March 2023, the audited Balance Sheet as at that date and the Cash Flow Statement of Akzo Nobel India Limited and the Reports of the Directors and Auditors thereon be adopted.

Resolved that the consolidated audited statement of Profit and Loss for the financial year ended 31st March 2023, the audited Balance Sheet as at that date and the Cash Flow Statement of Akzo Nobel India Limited and its subsidiary and the Reports of the Directors and Auditors thereon be adopted."

1. Final Dividend
   The following resolution was moved as an Ordinary Resolution:
   "Resolved that interim dividend at the rate of Rs 25.00 per equity share declared on 11 February 2023 and paid by the Company on 7th March 2023 is hereby confirmed.
   Resolved further that final dividend on the Equity Shares of the Company for the financial year ended 31st March, 2023 be and is hereby declared at the rate of Rs.40.00 per equity share payable to those members whose names appear on the Register of Members as on the last date of Book Closure in respect of their equity shareholding (for the holders of shares in physical form) or the corresponding Ex-Dividend date (for the holders of shares in Dematerialised form)."
2. Re-appointmentof Mr. Krishna Rallapalli as a Director
   The following resolution was moved as an Ordinary Resolution:
   "Resolved that Mr Krishna Rallapalli (DIN 03384607) be and is hereby re- appointed as a Director of the Company, liable to retire by rotation."

Special Business

4.4 Re-appointment of Mr Hemant Sahai an Independent Director The following resolution was moved as a Special Resolution:

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"RESOLVED that pursuant to the provisions of sections 149, 150, 152, Schedule IV and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr Hemant Sahai (DIN 00088238), Independent Director of the Company who has submitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations and who is eligible for re- appointment, be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of three consecutive years with effect from 3 August 2023 to 2 August 2026 and he shall not be liable to retire by rotation."

"RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the above resolution."

4.5 Ratification of remuneration to Cost Auditors

The following resolution was moved as an Ordinary Resolution:

"RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory amendment or modification or re-enactment thereof, for the time being in force), the remuneration of Rs. 0.66 million, in addition to reimbursement of travel and out-of-pocket expenses at actuals, if any, incurred in connection with the audit, to M/s Chandra Wadhwa & Co., Practicing Cost Accountants, holding registration number 00239 allotted by the Institute of Cost Accountants of India, appointed as the Cost Auditors of the Company for the year 2023-24 by the Board of Directors, be and is hereby ratified."

"RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the above resolution."

5. Voting and Results announcement

The Chairman then invited the shareholders who had not participated in the remote e-voting to cast their votes through e-voting. The e-voting facility was open at the NSDL e-voting website after completion of the proceedings of AGM for 30 minutes to enable the shareholders to cast their votes.

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