PIRAMAL ENTERPRISES LTD
Proposal 1
TO RECEIVE, CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENTS (STANDALONE AND CONSOLIDATED) OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2022 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 2
TO DECLARE FINAL DIVIDEND ON EQUITY SHARES FOR THE FINANCIAL YEAR ENDED MARCH 31, 2022
Caisse vote:
For
Applicable policy or principle:
PC_02
Proposal 3
TO APPOINT DIRECTOR IN PLACE OF DR. (MRS.) SWATI A. PIRAMAL (DIN: 00067125) WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HERSELF FOR RE-APPOINTMENT
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 4
RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 139, 142 AND ALL OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014, THE GUIDELINES FOR APPOINTMENT OF STATUTORY CENTRAL AUDITORS (SCAS)/STATUTORY AUDITORS (SAS) OF COMMERCIAL BANKS (EXCLUDING RRBS), UCBS AND NBFCS (INCLUDING HFCS) DATED APRIL 27, 2021 ISSUED BY THE RESERVE BANK OF INDIA AND FREQUENTLY ASKED QUESTIONS DATED JUNE 11, 2021 ('RBI GUIDELINES'), (INCLUDING ANY STATUTORY AMENDMENT(S) OR MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE), AND PURSUANT TO THE RECOMMENDATIONS OF THE AUDIT & RISK MANAGEMENT COMMITTEE AND BOARD OF DIRECTORS OF THE COMPANY, M/S. SURESH SURANA & ASSOCIATES LLP, CHARTERED ACCOUNTANTS (FIRM REGISTRATION NO. 121750W/W-100010), BE AND ARE HEREBY APPOINTED AS THE STATUTORY AUDITORS OF THE COMPANY FOR A TERM OF 3 (THREE) CONSECUTIVE YEARS TO HOLD OFFICE FROM THE CONCLUSION OF THIS ANNUAL GENERAL MEETING UNTIL THE CONCLUSION OF THE 78TH ANNUAL GENERAL MEETING OF THE COMPANY TO BE HELD IN THE CALENDAR YEAR 2025, AT SUCH REMUNERATION, AS MAY BE MUTUALLY AGREED BETWEEN THE BOARD OF DIRECTORS OF THE COMPANY AND THE STATUTORY AUDITORS; RESOLVED FURTHER THAT APPROVAL OF THE MEMBERS BE ACCORDED TO THE BOARD OF DIRECTORS (WHICH TERM SHALL INCLUDE ITS DULY EMPOWERED COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY IT TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION) TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND TO TAKE ALL SUCH STEPS AS MAY BE REQUIRED IN THIS CONNECTION TO GIVE EFFECT TO THIS RESOLUTION AND TO SETTLE ANY QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD AND FURTHER TO EXECUTE ALL NECESSARY DOCUMENTS, APPLICATIONS, RETURNS AND WRITINGS AS MAY BE NECESSARY, PROPER, DESIRABLE OR EXPEDIENT
Caisse vote:
For
Applicable policy or principle:
PC_05
Proposal 5
RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 149, 150 AND 152 READ WITH SCHEDULE IV AND OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ('THE ACT') AND THE COMPANIES (APPOINTMENT AND QUALIFICATION OF DIRECTORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE) AND APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 INCLUDING ANY AMENDMENTS THEREOF, MR. RAJIV MEHRISHI (DIN: 00208189), WHO WAS APPOINTED BY THE BOARD OF DIRECTORS AS AN ADDITIONAL DIRECTOR OF THE COMPANY WITH EFFECT FROM MAY 26, 2022 UNDER SECTION 161 OF THE ACT AND THE ARTICLES OF ASSOCIATION OF THE COMPANY AND WHO IS ELIGIBLE FOR APPOINTMENT AS AN INDEPENDENT DIRECTOR AND IN RESPECT OF WHOM THE COMPANY HAS RECEIVED A NOTICE IN WRITING FROM A MEMBER UNDER SECTION 160 OF THE ACT PROPOSING HIS CANDIDATURE FOR THE OFFICE OF DIRECTOR, BEING SO ELIGIBLE, BE AND IS HEREBY APPOINTED AS AN INDEPENDENT DIRECTOR OF THE COMPANY, FOR A TERM OF 5 (FIVE) CONSECUTIVE YEARS WITH EFFECT FROM MAY 26, 2022 TO MAY 25, 2027; RESOLVED FURTHER THAT APPROVAL OF THE MEMBERS BE ACCORDED TO THE BOARD OF DIRECTORS (WHICH TERM SHALL INCLUDE ITS DULY EMPOWERED COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY IT TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION) TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND TO TAKE ALL SUCH STEPS AS MAY BE REQUIRED IN THIS CONNECTION TO GIVE EFFECT TO THIS RESOLUTION AND TO SETTLE ANY QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD AND FURTHER TO EXECUTE ALL NECESSARY DOCUMENTS, APPLICATIONS, RETURNS AND WRITINGS AS MAY BE NECESSARY, PROPER, DESIRABLE OR EXPEDIENT
Caisse vote:
For
Applicable policy or principle:
PC_04_01
Proposal 6
RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTION 148 AND ALL OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (AUDIT AND AUDITORS) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE), THE REMUNERATION PAYABLE TO M/S. G.R. KULKARNI & ASSOCIATES, COST ACCOUNTANTS, MUMBAI (REGISTRATION NO. 00168), APPOINTED BY THE BOARD OF DIRECTORS OF THE COMPANY ('THE BOARD', WHICH TERM SHALL INCLUDE ITS DULY EMPOWERED COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY IT TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION) AS THE COST AUDITORS TO CONDUCT THE AUDIT OF THE COST RECORDS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING ON MARCH 31, 2023, AMOUNTING TO INR 2 LAKHS (RUPEES TWO LAKHS ONLY) PLUS TAXES AS APPLICABLE AND REIMBURSEMENT OF ACTUAL TRAVEL AND OUT- OF-POCKET EXPENSES, BE AND IS HEREBY RATIFIED AND CONFIRMED; RESOLVED FURTHER THAT APPROVAL OF THE MEMBERS BE ACCORDED TO THE BOARD TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND TO TAKE ALL SUCH STEPS AS MAY BE REQUIRED IN THIS CONNECTION TO GIVE EFFECT TO THIS RESOLUTION AND TO SETTLE ANY QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD AND FURTHER TO EXECUTE ALL NECESSARY DOCUMENTS, APPLICATIONS, RETURNS AND WRITINGS AS MAY BE NECESSARY, PROPER, DESIRABLE OR EXPEDIENT
Caisse vote:
For
Applicable policy or principle:
PC_05
Proposal 7
RESOLVED THAT PURSUANT TO THE PROVISIONS OF SECTIONS 42, 71 AND ALL OTHER APPLICABLE PROVISIONS, IF ANY, OF THE COMPANIES ACT, 2013 ('THE ACT'), READ WITH THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 AND THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014 (INCLUDING ANY STATUTORY MODIFICATION(S) OR RE-ENACTMENT(S) THEREOF FOR THE TIME BEING IN FORCE) AND SUBJECT TO THE PROVISIONS OF THE ARTICLES OF ASSOCIATION OF THE COMPANY AND SUBJECT TO COMPLIANCE WITH SUCH OTHER PROVISIONS OF LAW AS MAY BE APPLICABLE, APPROVAL OF THE MEMBERS BE AND IS HEREBY ACCORDED TO THE BOARD OF DIRECTORS OF THE COMPANY ('THE BOARD', WHICH TERM SHALL INCLUDE ITS DULY EMPOWERED COMMITTEE(S) CONSTITUTED/TO BE CONSTITUTED BY IT TO EXERCISE ITS POWERS INCLUDING THE POWERS CONFERRED BY THIS RESOLUTION), TO OFFER OR INVITE SUBSCRIPTIONS FOR SECURED/UNSECURED NON-CONVERTIBLE DEBENTURES ('DEBENTURES'), IN ONE OR MORE SERIES/TRANCHES, ON PRIVATE PLACEMENT BASIS, ON SUCH TERMS AND CONDITIONS AS THE BOARD MAY, FROM TIME TO TIME, DETERMINE AND CONSIDER PROPER AND MOST BENEFICIAL TO THE COMPANY, INCLUDING AS TO WHEN THE DEBENTURES BE ISSUED, THE CONSIDERATION FOR THE ISSUE, UTILISATION OF THE ISSUE PROCEEDS AND ALL MATTERS CONNECTED THEREWITH OR INCIDENTAL THERETO PROVIDED THAT THE TOTAL AMOUNT THAT MAY BE SO RAISED IN THE AGGREGATE, BY SUCH OFFER OR INVITATION FOR SUBSCRIPTIONS OF THE DEBENTURES, AND OUTSTANDING AT ANY POINT OF TIME, SHALL BE WITHIN THE OVERALL BORROWING LIMIT AS APPROVED BY THE MEMBERS UNDER SECTION 180(1)(C) OF THE ACT; RESOLVED FURTHER THAT APPROVAL OF THE MEMBERS BE ACCORDED TO THE BOARD TO DO ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AND TO TAKE ALL SUCH STEPS AS MAY BE REQUIRED IN THIS CONNECTION TO GIVE EFFECT TO THIS RESOLUTION AND TO SETTLE ANY QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY ARISE IN THIS REGARD AND FURTHER TO EXECUTE ALL NECESSARY DOCUMENTS, APPLICATIONS, RETURNS AND WRITINGS AS MAY BE NECESSARY, PROPER, DESIRABLE OR EXPEDIENT
Caisse vote:
For
Applicable policy or principle:
PC_02