Nestle India : Notice for 62nd Annual General Meeting.

NESTLÉ INDIA LIMITED

(CIN: L15202DL1959PLC003786)

Registered Office: 100 / 101, World Trade Centre, Barakhamba Lane, New Delhi - 110 001

Email: [e-mail], Website: www.nestle.in

Phone: [phone], Fax: [phone]

NOTICE

NOTICE IS HEREBY GIVEN THAT THE SIXTY SECOND ANNUAL GENERAL MEETING ("AGM") OF NESTLÉ INDIA LIMITED will be held on Friday, 7th May 2021 at 10:00 a.m., Indian Standard Time ("IST"), through Video Conferencing/Other Audio Visual Means ("VC/OAVM") Facility to transact following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the year 2020 including Balance Sheet as at 31st December 2020, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.
2. To confirm payment of Interim Dividend of ` 135/- per equity share for the year 2020 and to declare Final Dividend on equity shares for the financial year ended 31st December 2020.
3. To appoint a Director in place of Mr David Steven McDaniel (DIN: 08662504), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Ramanath Iyer & Co., Cost Accountants (Firm Registration No. 00019), appointed as the Cost Auditors by the Board of Directors of the Company to conduct the audit of the cost accounting records for the products falling under the specified Customs Tariff Act Heading 0402, manufactured by the Company for the financial year ending 31st December 2021 be paid, ` 2,07,000/- plus out of pocket expenses and applicable taxes."

	By Order of the Board
Date :16th February 2021	B. Murli
Place:Gurugram	General Counsel & Company Secretary

IMPORTANT NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("the Act") setting out material facts concerning the business under Item No. 4 of the accompanying Notice, is annexed hereto. The Board of Directors of the Company at its meeting held on 16th February 2021 considered that the special business under Item No. 4, being considered unavoidable, be transacted at the 62nd AGM of the Company.
2. General instructions for accessing and participating in the 62nd AGM through VC/OAVM Facility and voting through electronic means including remote e-Voting:-
3. 1. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs ('MCA') issued General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8th April 2020, 13th April 2020 and 5th May 2020, respectively and by General Circular No. 02/2021 dated 13th January 2021, allowed companies whose AGMs were due to be held in the year 2020 or become due in the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements provided in paragraphs 3 and 4 of the General Circular No. 20/2020 ("MCA Circulars"). The Securities and Exchange Board of India ('SEBI') also issued Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May 2020 the validity of which has been extended till December 31, 2021 by SEBI, vide its Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 ("SEBI Circulars"). In compliance with these Circulars, provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 62nd AGM of the Company is being conducted through VC/OAVM Facility, which does not require physical presence of members at a common venue. The deemed venue for the 62nd AGM shall be the Registered Office of the Company.
   2. In terms of the MCA Circulars since the physical attendance of Members has been dispensed with, there is no requirement

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of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the 62nd AGM. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the Members may be appointed for the purpose of voting through remote e-Voting, for participation in the 62nd AGM through VC/OAVM Facility and e-Voting during the 62nd AGM.

1. In line with the MCA Circulars and SEBI Circulars, the Notice of the 62nd AGM will be available on the website of the Company at www.nestle.in, on the website of BSE Limited at www.bseindia.com and also on the website of NSDL at www.evoting.nsdl.com.
2. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this Notice.
3. National Securities Depositories Limited ("NSDL") will be providing facility for voting through remote e-Voting, for participation in the 62nd AGM through VC/OAVM Facility and e-Voting during the 62nd AGM.
4. Members may join the 62nd AGM through VC/OAVM Facility by following the procedure, as mentioned below, which shall be kept open for the Members from 9:30 a.m. IST i.e. 30 minutes before the time scheduled to start the 62nd AGM and the Company may close the window for joining the VC/OAVM Facility 30 minutes after the scheduled time to start the 62nd AGM.
5. Members may note that the VC/OAVM Facility, provided by NSDL, allows participation of at least 1,000 Members on a first-come-first-served basis. The large shareholders (i.e. shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, auditors, etc. can attend the 62nd AGM without any restriction on account of first-come-first-served principle.
6. Attendance of the Members participating in the 62nd AGM through VC/OAVM Facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
7. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") and Regulation 44 of Listing Regulations read with MCA Circulars and SEBI Circulars, the Company is providing remote e-Voting facility to its Members in respect of the business to be transacted at the 62nd AGM and facility for those Members participating in the 62nd AGM to cast vote through e-Voting system during the 62nd AGM.

3. Instructions for Members for Remote e-Voting are as under: -

1. The remote e-Voting period will commence on 4th May 2021 (9:00 am IST) and end on 6th May 2021 (5:00 pm IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 30th April 2021, may cast their vote by remote e-Voting. The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
2. A person who is not a Member as on the cut-off date should treat this Notice of 62nd AGM for information purpose only.
3. The details of the process and manner for remote e-Voting are explained herein below Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.

1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing ID as login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2, i.e. Cast your vote electronically.

IV. Your User ID details are given below:

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Manner of holding shares i.e. Demat (NSDL or CDSL) or	Your User ID is:
Physical
a) For Members who hold shares in demat account with	8 Character DP ID followed by 8 Digit Client ID
NSDL.	For example if your DP ID is IN300*** and Client ID is
	12****** then your user ID is IN300***12******
b) For Members who hold shares in demat account with	16 Digit Beneficiary ID
CDSL.	For example if your Beneficiary ID is
	12************** then your user ID is
	12**************
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with
	the Company
	For example if folio number is 001*** and EVEN is
	101456 then user ID is 101456001***

1. Your password details are given below:
2. 1. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
   2. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
   3. How to retrieve your 'initial password'?
   4. 1. If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The
         .pdf file contains your 'User ID' and your 'initial password'.
      2. If your email ID is not registered, please follow steps mentioned below in process for those members whose email ids are not registered.

VI. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password click on:

1. "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
2. "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.
3. If you are still unable to get the password by aforesaid two options, you can send a request at [e-mail] mentioning your demat account number/folio number, your PAN, your name and your registered address.
4. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

VII. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

VIII. Now, you will have to click on "Login" button.

IX. After you click on the "Login" button, Home page of e-Voting will open. Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.

1. Select "EVEN" of the Company.

IV. Now you are ready for e-Voting as the Voting page opens.

1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and "Confirm" when prompted.

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VI. Upon confirmation, the message "Vote cast successfully" will be displayed.

VII. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

VIII. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 18001020990/1800224430 or send a request at [e-mail]. or contact Mr Amit Vishal, Senior Manager or Ms Pallavi Mhatre, Manager, National Securities Depository Ltd., Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, at the designated email IDs: [e-mail] or [e-mail] or [e-mail] or at telephone nos. : [phone] or [phone] or [phone] who will also address the grievances connected with the voting by electronic means. Members may also write to the Company Secretary at the Company's email address [e-mail].

1. Process for those Members whose email ids are not registered for procuring user id and password and registration of email ids for e-Voting on the resolutions set out in this Notice:
2. 1. Those Members, who hold shares in physical form or who have not registered their email address with the Company and who wish to participate in the 62nd AGM or cast their vote through remote e-Voting or through the e-Voting system during the meeting, may obtain the login ID and password by sending scanned copy of: i) a signed request letter mentioning your name, folio number and complete address; and ii) self attested scanned copy of the PAN Card and any document (such as Driving Licence, Bank Statement, Election Card, Passport, AADHAR Card) in support of the address of the Member as registered with the Company; to the email address of the Company [e-mail].
   2. In case shares are held in demat mode, Members may obtain the login ID and password by sending scanned copy of
   3. 1. a signed request letter mentioning your name, DP ID-Client ID (16 digit DP ID + Client ID or 16 digit beneficiary ID);
      2. self attested scanned copy of client master or Consolidated Demat Account statement; and (iii) self attested scanned copy of the PAN Card, to the email address of the Company [e-mail].
3. Instructions for Members for participating in the 62nd AGM through VC/OAVM are as under:
   Members will be able to attend the 62nd AGM through VC/OAVM Facility through the NSDL e-Voting system at https://www.evoting.nsdl.com under shareholders login by using the remote e-Voting credentials and selecting the EVEN for the Company's 62nd AGM. Please note that the Members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the Notice of the 62nd AGM to avoid last minute rush. Further, Members can also use the OTP based login for logging into the e-Voting system of NSDL.
4. 1. Members will be required to use Internet with a good speed to avoid any disturbance during the meeting.
   2. Please note that Members connecting from mobile devices or tablets or through laptops etc. connecting via mobile hotspot, may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.
   3. Members can submit questions in advance with regard to the financial statements or any other matter to be placed at the 62nd AGM, from their registered email address, mentioning their name, DP ID and Client ID number /folio number and mobile number, to reach the Company's email address [e-mail] atleast 48 hours in advance before the start of the meeting i.e. by 5th May 2021 by 10:00 a.m. IST. Such questions by the Members shall be taken up during the meeting and replied by the Company suitably.
   4. Members, who would like to ask questions during the 62nd AGM with regard to the financial statements or any other matter to be placed at the 62nd AGM, need to register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID number/folio number and mobile number, to reach the Company's email address [e-mail] atleast 48 hours in advance before the start of the 62nd AGM i.e. by 5th May 2021 by 10:00 a.m. IST. Those Members who have registered themselves as a speaker shall be allowed to ask questions during the 62nd AGM, depending upon the availability of time.
   5. Institutional Investors who are Members of the Company, are encouraged to attend and vote in the 62nd AGM through VC/OAVM Facility.
5. Instructions for Members for e-Voting during the 62nd AGM are as under:
6. 1. Members may follow the same procedure for e-Voting during the 62nd AGM as mentioned above for remote e-Voting.
   2. Only those Members, who will be present in the 62nd AGM through VC/OAVM Facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the 62nd AGM.

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1. Members who have cast their vote by remote e-Voting prior to the 62nd AGM may also participate in the 62nd AGM through VC/OAVM Facility but shall not be entitled to cast their vote again.
2. Member needing assistance with the use of technology, before or during the 62nd AGM may contact:
3. 1. Mr. Amit Vishal, Senior Manager, NSDL at the designated email ID: [e-mail] or [e-mail] or at telephone number :[phone] or [phone]

1. 1. Ms. Pallavi Mhatre, Manager, NSDL at the designated email ID: [e-mail], [e-mail] or at telephone number [phone].
2. Other Guidelines for Members
3. 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
   2. The voting rights of Members shall be in proportion to their share in the paid up equity share capital of the Company as on the cut- off date of 30th April 2021.
   3. Any person, who acquires shares of the Company and becomes Member of the Company after the Company sends the Notice of the 62nd AGM by email and holds shares as on the cut-off date i.e. 30th April 2021, may obtain the User ID and password by sending a request to the Company's email address [e-mail]. However, if you are already registered with NSDL for remote e-Voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com.
   4. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting or casting vote through e-Voting system during the meeting.
   5. Mr Abhinav Khosla, Chartered Accountant (Membership No. 087010), Partner of M/s. SCV & Co. LLP, Chartered Accountants, has been appointed as the Scrutinizer to scrutinize the remote e-Voting process and casting vote through the e-Voting system during the meeting in a fair and transparent manner.
   6. During the 62nd AGM, the Chairman shall, after response to the questions raised by the Members in advance or as a speaker at the 62nd AGM, formally propose to the Members participating through VC/OAVM Facility to vote on the resolutions as set out in the Notice of the 62nd AGM and announce the start of the casting of vote through the e-Voting system. After the Members participating through VC/OAVM Facility, eligible and interested to cast votes, have cast the votes, the e-Voting will be closed with the formal announcement of closure of the 62nd AGM.
   7. The Scrutinizer shall after the conclusion of e-Voting at the 62nd AGM, first download the votes cast at the AGM and thereafter unblock the votes cast through remote e-Voting and shall make a consolidated scrutinizer's report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and such Report shall then be sent to the Chairman or a person authorized by him, within 48 (forty eight) hours from the conclusion of the 62nd AGM, who shall then countersign and declare the result of the voting forthwith.
   8. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company at www.nestle.in and on the website of NSDL at www.evoting.nsdl.com immediately after the declaration of Results by the Chairman or a person authorized by him. The results shall also be immediately forwarded to the BSE Limited, Mumbai.
4. Pursuant to the MCA Circulars and SEBI Circulars, the Notice of the 62nd AGM and the Annual Report for the year 2020 including therein the Audited Financial Statements for year 2020, are being sent only by email to the Members. Therefore, those Members, whose email address is not registered with the Company or with their respective Depository Participant/s, and who wish to receive the Notice of the 62nd AGM and the Annual Report for the year 2020 and all other communication sent by the Company, from time to time, can get their email address registered by following the steps as given below:-
5. 1. For Members holding shares in physical form, please send scan copy of a signed request letter mentioning your folio number, complete address, email address to be registered along with scanned self attested copy of the PAN and any document (such as Driving Licence, Passport, Bank Statement, AADHAR) supporting the registered address of the Member, by email to the Company's email address [e-mail]
   2. For the Members holding shares in demat form, please update your email address through your respective Depository Participant/s.

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