Akzo Nobel India : AGM 2022 Minutes

Akzo Nobel India Limited

Minutes of 68th Annual General Meeting of Members of

Akzo Nobel India Limited held through Video Conference/Other Audio Visual

means on 5th August, 2022 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

Mr Oscar Wezenbeek	Chairman
Mr Rajiv Rajgopal	Managing Director. Also as an authorized representative of
	Akzo Nobel Coatings International B.V., The Netherlands
Mr R Krishna	Wholetime Director & CFO. Also as an authorized
	representative of Imperial Chemical Industries Limited, UK
Mr Amit Jain	Non-Executive Director. Also as the Chairman of the
	Nomination & Remuneration Committee and Risk
	Management Committee of the Company
Mr Hemant Sahai	Independent Director. Also as the Chairman of the
	Stakeholders' Relationship Committee of the Company
Ms Smriti Rekha Vijay	Independent Director. Also as the Chairman of the Audit
	Committee and Corporate Social Responsibility Committee
	of the Company
Ms Harshi Rastogi	Secretary

All the above joined the meeting from Hotel Le Meridian, Gurugram.

The attendance of members at the Meeting was as follows:

Members	No	No of shares
Members present	76	9,916
Representation u/s 113	2	3,40,44,335
Total	78	3,40,54,251

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 and the Scrutinizer joined the meeting through Video Conferencing from their respective places by invitation.

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

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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 13 August 2021.

1. Chairman's address
   The requisite quorum being present through Video Conferencing/other audio visual means (VC/OAVM), the Chairman called the 68th Annual General Meeting ("AGM") of the Company to order at 2.30 pm and extended a warm welcome to the Members.
   The Chairman informed that the AGM was conducted through the Audio Video means in accordance the applicable provisions of Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
   The Chairman further informed that the Company had taken all steps to ensure that the Shareholders are able to attend and vote at this AGM in a seamless manner. He also stated that the Company had tied up with 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.
   He then introduced all the Directors and acknowledged the attendance of Auditors in the meeting. The Chairman welcomed Mr R Krishna who joined the Board on 1 December 2021.
   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 sharing business highlights and the strategy of the Company. He reiterated the efforts made to pursue sustainable growth for the Company. The presentation is available for viewing on the Company's website www.akzonobel.co.in
   After Mr Rajiv Rajgopal's presentation, Chairman continued the proceedings.
2. Notice of the Meeting

Chairman informed that the Notice of the AGM dated 27 May 2022 together with the financial statements and the reports of the board of directors and auditors for the financial year ended 31st March 2022 was sent to the members by email

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and public notices were issued in the newspapers and hence were taken as read. A copy of the said Notice is attached as Annexure 2 to these minutes.

1. Voting
   The Chairman stated that under provisions of 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 27 May 2022 was open from 2nd August 2022 to 4th August 2022; and,
   • In addition to remote e-voting,e-voting facility during the AGM has 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, sought certain clarifications and explanations relating to the Annual report and financial statements. The Chairman, the Managing Director and the CFO and Wholetime Director responded to almost all questions raised by members and proceeded to take up in sequence the items of Notice convening the AGM.
   The Chairman stated that:
4. 1. Items 1 to 3 of the Notice of AGM are Ordinary Business; and item 4 & 5 are 'Special Business';
   2. Item 1,2,3 and 5 are 'Ordinary Resolutions'; Item 4 is 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 was not required and will not be followed. Further, the Chairman also briefed the objective and implications of the resolutions as moved through notice of the AGM.

Ordinary Business

4.1 Adoption of financial statements

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It was noted that the Independent Auditors' report on the financial statements for the year ended 31 March 2022 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 moved as Ordinary Resolutions:

"Resolved that the standalone audited statement of Profit and Loss for the financial year ended 31 March 2022, 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 31 March 2022, 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 40.00 per equity share declared and paid by the Company is hereby confirmed.
   Resolved further that final dividend on the Equity Shares of the Company for the financial year ended 31st March, 2022 be and is hereby declared at the rate of Rs.35.00 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 Oscar Wezenbeek as a Director
   The following resolution was moved as an Ordinary Resolution:
   "Resolved that Mr Oscar Wezenbeek (DIN 08432564) be and is hereby re- appointed a Director of the Company, liable to retire by rotation."

Special Business

4.4 Re-appointment of Mrs Smriti Rekha Vijay as 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, Mrs Smriti Rekha Vijay (DIN 03305041), Independent Director of the Company who has submitted a declaration that she meets the criteria for independence as provided in the Act and Listing Regulations and who is eligible for re-appointment, be and is hereby reappointed as an Independent Director of the Company to hold office for a second term of three consecutive years with effect from 16 August 2022 to 15 August 2025 and she shall not be liable to retire by rotation."

"RESOLVED FURTHER that the Key Managerial Personnel of the Company be and are 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 0.60 million, in addition to reimbursement of travel and out-of-pocket expenses, to M/s Chandra Wadhwa & Co., Practicing Cost Accountants of India, appointed as the Cost Auditors of the Company for the year 2022-23 by the Board of Directors, be and is hereby ratified."

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.

He further announced that:

1. the results of the voting will be compiled by Mr A K Labh, Scrutinizer, after considering the valid votes polled at this meeting together with the votes polled through remote e-voting; and

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