107th Annual General Meeting - 27th July, 2018
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1 Enduring Value ITC Limited Virginia House 37 J. L. Nehru Road Kolkata 7 71, India Tel. : Fax: I 1256 I 2259 I th July, 218 The Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C-1, G Block Bandra-Kurla Complex Bandra (East) Mumbai 4 51 The General Manager Dept. of Corporate Services BSE Ltd. P. J. Towers Dalal Street, Fort Mumbai 4 1 The Secretary The Calcutta Stock Exchange Ltd. 7, Lyons Range Kolkata 7 1 Dear Sirs, 17th Annual General Meeting - 27th July, 218 We enclose, in terms of Regulation 3 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 215 (Listing Regulations), a summary of the proceedings of the 1 7th Annual General Meeting (AGM) of the Company held on 27th July, 218 at Kolkata. We would advise that all the Resolutions for consideration at the 1 7th AGM, as set out in the Notice dated 16th May, 218, have been passed by the Members by requisite majority. The Voting Results, in the prescribed format in terms of Regulation 44(3) of the Listing Regulations, are also enclosed.. ghi) Executive Vice President & Company Secretary Encl. as above. FMCG. HOTELS. PAPERBOARDS & PACKAGING. AGRI-BUSINESS INFORMATION TECHNOLOGY Visit us at e Corporate Identity Number: Ll65WBI9IPLCOOI985 enduringvalue@itc.in
2 cc: Securities Exchange Commission Division of Corporate Finance Office of International Corporate Finance Mail Stop Fifth Street Washington DC 2549 U.S.A. A Enduring Value cc: Societe de la Bourse de Luxembourg 35A Boulevard Joseph II L-184 Luxembourg
3 Summary of the proceedings of the 1rth Annual General Meeting of ITe Limited The 17th Annual General Meeting ('AGM') of the Members of ITC Limited commenced at 1. a.m. on Friday, 27th July, 218 at Science City, Main Auditorium, JBS Haldane Avenue, Kolkata 7 46 and concluded at p.m. Mr. Y. C. Deveshwar, Chairman, chaired the 1 7'h AGM. The business before the Meeting. was taken up as quorum was present at the beginning and throughout the Meeting. 7 Members were present in person and / or through proxy at the Meeting. The Chairman introduced the Directors on the dais and advised the Members that the registers and documents, as statutorily required, were available for inspection during the Meeting. The Chairman delivered his Speech on the theme - 'ITC: In Pursuit of New Horizons - Creating Growing Value for Farmers, Consumers and Society'. The items of Ordinary Business and Special Business before the Meeting, as listed under Serial Nos. 1 to 17 below, were covered. The Chairman gave opportunity to the Members to ask questions or seek clarifications on the Agenda items. Thereafter, the Chairman responded to the queries raised / clarifications sought by the Members. The facility to cast votes through remote e-voting was provided to the Members from 9. a.m. on 23rd July, 218 till 5. p.m. on 26th July, 218. E-voting facility was also provided at the Meeting venue to those Members who had not cast their votes through remote e-voting. The items of business transacted as per the Notice dated 16th May, 17th AGM were as follows: 218 convening the Ordinary Business 1. Adoption of the Financial Statements of the Company for the financial year ended 31 st March, 218, the Consolidated Financial Statements for the said financial year and the Reports of the Board of Directors and the Auditors; 2. Declaration of dividend of ~ 5.15 per Ordinary Share of ~ 1/- each for the financial year ended 31st March, 218; 3. Appointment of Mr. Nakul Anand who retired by rotation and offered himself for re-election; 4. Appointment of Mr. Sanjiv Puri who retired by rotation and offered himselffor re-election; 5. Ratification of appointment of Messrs. Deloitte Haskins & Sells, Chartered Accountants, as Auditors, from the conclusion of this AGM till the conclusion of the 18th AGM and approval to their remuneration for the financial year ; Special Business 6. Appointment of Mr. John Pulinthanam as a Director, liable to retire by rotation; 7. Re-designation of Mr. Sanjiv Puri as Managing Director with effect from 16th May, 218;
4 8. Re-appointment of Mr. Sanjiv Puri as a Director, not liable to retire by rotation, and also as Managing Director with effect from 22nd July, 219; 9. Re-appointment of Mr. Nakul Anand as a Director, liable to retire by rotation, and also as Wholetime Director with effect from 3rd January, 219; 1. Re-appointment of Mr. Rajiv Tandon as a Director, liable to retire by rotation, and also as Wholetime Director with effect from 22nd July, 219; 11. Approval in terms of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 218 (,SEBI Listing Regulations'), to the remuneration of Mr. Yogesh Chander Deveshwar as Chairman for the period from 1st April, 219 to 4th February, 22; 12. Re-appointment of Mr. Yogesh Chander Deveshwar as Non-Executive Director, not liable to retire by rotation, and Chairman for the period from 5th February, 22 to 3rd February, 222; 13. Approval in terms of the SEBI Listing Regulations, to the continuation of Mr. Sahibzada Syed Habib-ur-Rehman as an Independent Director for the period from 2th March, 219 to 14th September, 219; 14. Re-appointment of Mr. Shilabhadra Banerjee as an Independent Director with effect from 3th July, 219; 15. Remuneration by way of commission to the Non-Executive Directors, annually, for a period not exceeding five years, for each of the financial years commencing from 1St April, 219; 16. Ratification of remuneration of Mr. P. Raju Iyer, Cost Auditor for 'Paper and Paperboard' and 'Nicotine Gum' products, for the financial year ; 17. Ratification of remuneration of Messrs. Shome & Banerjee, Cost Auditors for all applicable products of the Company, other than 'Paper and Paperboard' and 'Nicotine Gum' products, for the financial year The Chairman advised the Members that the Voting Results. along with the Scrutinizer's Report, would be made available on the Company's website and also on the website of National Securities Depository Limited. The Voting Results would also be forwarded to the National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited, where the Company's are listed. All the Resolutions for consideration at the 17th AGM in respect of the items set out in the Notice dated 16th May, 218, have been passed by the Members by the requisite majority through remote e-voting and e-voting at the AGM venue. **********************
5 17th Annual General Meeting (AGM) of ITC Limited - details of voting results Date of the AGM 27'h July, 218 Total number of shareholders on record date: 8,4,95 (being the cut-off date for determining shareholders entitled to vote - zo" July, 218) No. of Shareholders present in the meeting either in person or through proxy: Promoters and : Not applicable Public: 7 No. of Shareholders attended the meeting through Video Conferencing: Promoters and : Public: Not applicable Agenda-wise disclosure ORDINARY BUSINESS Item No.1 - Adoption of the Financial Statements of the Company for the financial year ended 31st March, 218, the Consolidated Financial Statements for the said financial year and the Reports of the Board of Directors and the Auditors. Whether promoter 1 promoter group are interested in the agenda 1 resolution: held as votes polled Polled on in favour against in favour on against on (1) (2) (3)= (4) (5) (6)= (7)= [(2)/(1)),1 [(4)/(2))'1 [(5)/(2)]'1 Promoter and E Voting... Public- E-Voting' 6,3,15,95, ,3,11,1,255 4, ,7,87,73,714 Total 6,3,15,95, ,3,11,1,255 4,85, Public- E-Voting' 3.88,2.62, ,2,59,861 2, Non 5,51,2,58,417 Total 3,88,2,62, ,88,2,59,861 2, Total 12,21,9,32,131 9,91,18,58, ,91,13,7,116 4,88,
6 Item No.2 - Declaration of dividend for the financial year ended 31st March, 218. held as votes polled Polled on in favour against in favour on against on (1) (2) (3)= (4) (5) (6)= (7)= [(2)1(1)]'1 [(4)1(2)]'1 [(5)1(2)]'1 Promoter and E Voting'... Public E Voting' 6,16,94,45, ,16,94,45, ,7,87,73,714 Total 6,16,94,45, ,16,94,45, Public E-Voting' 3,99,83,12, ,99,83,1,1 2, Non 5,51,2,58,417 Total 3,99,83,12, ,99,83,1,1 2, Total 12,21,9,32,131 1,16,77,57, ,16,77,55,75 2, item No.3 - Appointment of Mr. Nakul Anand who retires by rotation and offers himself for re-election. Category Mode of Voting No. of No. of 'Yo of Votes No. of Votes No. of Votes 'Yo of Votes 'Yo of Votes held as votes polled Polled on in favour against in favour on against on (1) (2) (3)= (4) (5) (6)= (1)= [(2)1(1)]'1 [(4)1(2)]'1 [(5)1(2)]'1 Promoter and E-Voting'... Public- E-Voting' 6,16,94,22, ,6,72,34,54 1,21,88, ,7,87,73,714 Total 6,16,94,22, ,6,72,34,54 1,21,88, Public- E-Voting' 4,2,8,47, ,2,6,6,698 2,4, Non 5,51,2,58,417 Total 4,2,8,47, ,2,6,6,698 2,4, Total 12,21,9,32,131 1,19,2,7, ,8,78,4,752 1,24,29,
7 Item No.4 - Appointment of Mr. Sanjlv Puri who retires by rotation and offers himself for re-election. Whether promoter / promoter group are interested in the agenda / resolution: Category Mode of Voting No. of No. of % of Voles No. of Votes No. of Votes % of Votes % of Votes held as votes polled Polled on in favour against in favour on against on (1) (2) (3) = (4) (5) (6)= (7)= [(2~(1)]*1 [(4~(2)]*1 [(SY(2)]*1 Promoter and E-Voting*... Public- E-Voting* 6,16,94,45, ,12,49,78,425 4,44,66, ,7,87,73,714 Total 6,16,94,45, ,12,49,78,425 4,44,66, Public- E-Voting' 4,2,8,4, ,2,6,91,116 1,49, Non 5,51,2,58,417 Total 4,2,8,4, ,2,6,91,116 1,49, Total 12,21,9,32,131 1,19,2,85, ,14,56,69,541 4,46,16, Item No.5 - Ratification of appointment of Messrs. Deloitte Haskins & Sells, Chartered Accountants, as Auditors, from the conclusion of the 17th AGM till the conclusion of the 18th AGM and approval to their remuneration for the financial year Whether promoter / promoter group are interested in the agenda / resolution: Category Mode of Voting No. of No. of % 1 Votes No. 1 Votes No. 1 Votes % of Votes % of Votes held as votes polled Polled on in favour against in lavouron against on (1) (2) (3)= (4) (5) (6)- (7)= [(2)/(1)]*1 [(4~(2)]'1 [(5)/(2)]'1 Promoter and E-Voting'... Public- E-Voting' 5,96,1,68, ,71,84,47,378 24,26,21, ,7,87,73,714 Total 5,96,1,68, ,71,84,47,378 24,26,21, Public- E-Voting' 3,9,49,21, ,87,84,56,28 2,64,65, Non 5,51,2,58,417 Total 3,9,49,21, ,87,84,56,28 2,64,65, Total 12,21,9,32,131 9,86,59,89, ,59,69,3,586 26,9,86,
8 SPECIAL BUSINESS Item NO.6 - Appointment of Mr. John Pulinthanam as a Director, liable to retire by rotation. CKdinary Resolution held as votes polled Polled on in favour against in favour on against on (1) (2) (3)= (4) (5) (6)= (7)= [(2~(1))'1 [(4~(2)]'1 [(W(2)]'I Promoter and E Voting... Public E Voting 6.16,94,45, ,8,78,31,29 8,16,13, ,7,87,73,714 N.A N.A N.A N.A NA N.A Total 6,16,94,45, ,8,78,31,29 8,16,13, Public E Voting 4,2,6,, ,2,4,9,21 2,51, Non 5,51,2,58,417 Total 4,2,6,6, ,2,4,9,21 2,51, Total 12,21,9,32,131 1,19,1,5, ,1,82,4,5 8,18,64, Item NO.7 - Re-designation of Mr. Sanjiv Puri as Managing Director with effect from 16th May, 218. held as votes polled Polled on in favour against in favour on against on (1) (2) (3)- (4) (5) (6)= (7)= [(2~(1))'1 [(4V(2)rl [(5)1(2)rl Promoter and E Voting... N.A N.A NA N.A N.A N.A Public E Voting 6,16,94,45, ,14,88,73,592 2,5,71, ,7,87,73,714 Total 6,16,94,45, ,14,88,73,592 2,5,71, Public E Voting ,2,OS,46,9 1,48, Non 5,51,2,58,417 Total 4,2,9,95, ,2,8,46,9 1,48, Total 12,21,9,32,131 1,19,4,4, ,16,97,2,492 2,7,19,
9 Item NO.8 - Re-appointment with effect from 22nd July, 219. of Mr. Sanjiv Puri as a Director, not liable to retire by rotation, and also as Managing Director ()dinary Resolution held as votes polled Polled on in favour against in favour on against on (I) (2) (3) = (4) (5) (6)= (7)= [(2)1{llrloo [(4)1{2))'loo [(5)1(2))'loo Promoter and E Voting... Public E Voting 6,16,21,45, ,8,64,69,222 7,56,75, ,7,87,73,714 Total 6,16,21,45, ,8,64,69,222 7,56,75, Public- E-Voting' 4,2,9,85, ,2,8,34,294 1,51, Non 5,51,2,58,417 Total 4,2,9,85, ,2,8,34,294 1,51, Total 12,21,9,32,131 1,18,31,31, ,1,73,3,516 7,58,27, Item No.9 - Re-appointment of Mr. Nakul Anand as a Director, liable to retire by rotation, and also as Wholetime Director with effect from 3rd January, 219. Whether promoter I promoter group are interested in the agenda I resolu1ion : held as votes polled Polled on in favour against in favour on against on (I) (2) (3) = (4) (5) (6) = (7) = [(2)1{l))'loo [(4)1{2))'1oo [(5)1{2))'loo Promoter and E-Voting'... Public- E-Voting' 6,16,94,45, ,8,35,5,359 8,59,39, ,7,87,73,714 Total 6,16,94,45, ,8,35,5,359 8,59,39, Public- E-Voting' 4,2,5,31, ,2,1,95,811 3,35, Non 5.51,2,58,417 Total 4,2,5,31, ,2,1,95,811 3,35, Total 12,21,9,32,131 1,18,99,76, ,1,37,1,17 8,62,75,
10 Item No. 1 - Re-appointment of Mr. Rajiv Tandon as a Director, liable to retire by rotation, and also as Wholetime Director with effect from 22nd July, 219. Whether promoter 1 promoter group are interested in the agenda 1 resolution: held as votes polled Polled on in favour against in favour on against on (1) (2) (3)= (4) (5) (6)= (7)= [(2)/(1)]'1 [(4)1(2)]'1 [(5V(2)]'l Promoter and E-Voting... Public- E-Voting 6,3,77,67, ,94,85,86,18 8,91,81, ,87,73,714 Total 6,3,77,67, ,94,85,86,18 8,91,81, Public- E-Voting. 4,2,7,58, ,2,5,36,547 2,22, Non 5,51,2,58,417 Total 4,2,7,58, ,2,5,36,547 2,22, Total 12,21,9,32,131 1,5,85,26, ,96,91,22,655 8,94,3, Item No Approval in terms of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 218, to the remuneration of Mr. Yogesh Chander Deveshwar as Chairman for the period from 1st April, 219 to 4th February, 22. Special Resolution Whether promoter 1 promoter group are interested in the agenda 1 resolution: held as votes polled Polled on in favour against in favour on against on (1) (2) (3) = (4) (5) (6)= (7)= [(2)/(1)]'1 [(4)/(2)]'1 [(5)/(2)]'1 Promoter and E-Voting... Public- E-Voting 6,3,47,44, ,59,53,8,42 1,43,93,63, ,7, Total 6,3,47,44, ,59,53,8,42 1,43,93,63, Public- E-Votino' 3,99,23,24, ,84,28,31,657 3,94,93, Non 5,51,2,58,417 Total 3,88,23,24, ,84,28,31,657 3,94,93, Total 12,21,9,32,131 9,91,7,68, ,43,82,11,699 1,47,88,57,
11 Item No Re-appointment of Mr. Yogesh Chander Deveshwar as Non-Executive Director, not liable to retire by rotation, and Chairman for the period from 5th February, 22 to 3rd February, 222. Whether promoter 1 promoter group are interested in the agenda 1 resolution: Category Mode of Voting No. of No. of % of Votes No. of Votes No. of Votes - % of Votes % of Votes held as votes polled Polled on in favour against in favour on against on (1) (2) (3) = (4) (5) (6)= (7) - [(2)1(1)]'1 [(4)/(2)]'1 [(5)/(2)]'1 Promoter and E-Voting'... Public- E-Voting' 6,3,48,64, ,99,42,95,948 1,4,5,68, ,7,87,73,714 Total 6,3,48,64, ,99,42,95,948 1,4,5,68, Public- E-Voting' 3,9,49,54, ,87,64,2,43 2,85,52, Non 5,51,2,58,417 Total 3,9,49,54, ,87,64,2,43 2,85,52, Total 12,21,9,32,131 9,93,98,18, ,87,6,97,991 1,6,91,2, Item No Approval in terms of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 218, to the continuation of Mr. Sahibzada Syed Habib-ur-Rehman as an Independent Director for the period from 2th March, 219 to 14th September, 219. Special Resolution Whether promoter 1 promoter group are interested in the agenda 1 resolution: held as votes polled Polled on in favour against in favour on against on (1) (2) (3) = (4) (5) (6)= (7)= [(2)1(1)]'1 [(4)/(2)]'1 [(5)/(2)]'1 Promoter and E-Voting'... Public- E-Voting' 6,11,85,89, ,7,59,95,696 4,25,93, ,7,87,73,714 Total 6,11,85,89, ,7,59,95,696 4,25,93, Public- E-Votino' 4,2,6,2, ,2,3,8,69 2,21, Non 5,51,2,58,417 Total 4,2,6,2, ,2,3,8,69 2,21, Total 12,21,9,32,131 1,13,91,91, ,9,63,76,35 4,28,15,
12 Item No Re-appointment of Mr. Shilabhadra Banerjee as an Independent Director with effect from 3th July, 219. Special Resolution Whether promoter / promoter group are interested in the agenda / resolution: Category Mode of Voting No. of No. of % of Votes No. of Votes No. of Votes - % of Votes % of Votes held as votes polled Polled on in favour against in favour on against on on cut off date outstanding votes polled votes polled (1) (2) (3)= (4) (5) (6)= (7) = [(2)1(1))*1 [(4)/(2lrl [(5Y(2)rl Promoter and E-Voting... Public- E-Voting 6,11,85,89, ,6,4,6,59 5,81,82, ,7,87,73,714 Total 6,11,85,89, ,6,4,6,59 5,81,82, Public- E-Voting 4,2,5,35, ,1,16,92,38 88,43, Non 5,51,2,58,417 Total 4,2,5,35, ,1,16,92,38 88,43, Total 12,21,9,32,131 1,13,91,25, ,7,2,98,817 6,7,26, Item No Remuneration by way of commission to the Non-Executive Directors, annually, for a period not exceeding five years, for each of the financial years commencing from 1st April, 219. Whether promoter / promoter group are interested in the agenda / resolution: held as votes polled Polled on in favour against in favour on against on (1) (2) (3)= (4) (5) (6)= (7)= [(2)/(1))*1 [(4)1(2))*1 [(5)/(2))*1 Promoter and E-Voting... Public- E-Voting 6,11,85,89, ,6,86,78,475 4,99,1, ,7,87,73,714 Total 6,11,85,89, ,6,86,78,475 4,99,1, Public- E-Voting 3,99,81,71, ,99,69,97,365 11,74, Non Poll N.A N.A N.A N.A N.A N.A 5,51,2,58,417 Total 3,99,81,71, ,99,69,97,365 11,74, Total 12,21,9,32,131 1,11,67,6, ,6,56,75,84 5,1,84,
13 Item No Ratification of remuneration of Mr. P. Raju Iyer, Cost Auditor, for the financial year held as votes polled Polled on in favour against in favour on against on (1) (2) (3) = (4) (5) (6)= (7)= [(2V(l))*loo [(4V(2))*loo [(5V(2))*1 Promoter and E Voting*... Public E Voting* 6,14,7,52, ,13,6,1,678 1,1,42, ,7,87,73,714 Total 6,14,7,52, ,13,6,1,678 1,1,42, Public E Voting* 4,2,5,99, ,2,3,33,8 2,66, Non 5,51,2,58,417 Total 4,2,5,99, ,2,3,33,8 2,66, Total 12,21,9,32,131 1,16,13,52, ,15,9,43,686 1,4,8, Item No Ratification of remuneration of Messrs. Shome & Banerjee, Cost Auditors, for the financial year held as votes polled Polled on in favour against in favour on against on (1) (2) (3)= (4) (5) (6)- (7) = [(2)/(1))*1 [(4)1(2lr1oo [(5)/(2))*1 Promoter and E Voting*... Public E Voting* 6,14,7,52, ,13,6,1,678 1,1,42, ,7,87,73,714 Total 6,14,7,52, ,13,6,1,678 1,1,42, Public E-Voting* 4,2,7,11, ,2,6,3,249 1,8, Non 5,51,2,58,417 Total 4,2,7,11, ,2,6,3,249 1,8, Total 12,21,9,32,131 1,16,14,64, ,15,12,13,927 1,2,5, * aggregate of votes cast through remote e-voting (facility to cast vote from a place other than the venue of the AGM) and e-voting at the AGM venue. All the Resolutions for consideration at the roz" AGM in respect of the items set out in the Notice dated 16th May, 218, have been passed by the Members by the requisite majority through remote e-voting and e-voting at the AGM venue.
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