Emami : Annual General Meeting

PROCEEDINGS OF THE THIRTY NINTH ANNUAL GENERAL MEETING ( 39th AGM) OF THE MEMBERS OF EMAMI LIMITED HELD ON FRIDAY, 9TH SEPTEMBER 2022 AT 11:30 A.M. (IST) THROUGH VIDEO CONFERENCE / OTHER AUDIO VISUAL MEANS FROM ITS REGISTERED OFFICE AT EMAMI TOWER, 687, ANANDAPUR, E.M. BYPASS, KOLKATA - 700107, WEST BENGAL (DEEMED VENUE OF THE MEETING)

MEETING COMMENCED AT 11:30 A.M. (IST) AND CONCLUDED AT 2:10 P.M. (IST)

=========================================================

PRESENT:

Shri R. S. Agarwal	Chairman Emeritus
Shri R. S. Goenka	Non-Executive Chairman
			Chairman of Finance Committee & Risk
			Management Committee
Shri C. K. Dhanuka	Independent Director
			Chairman of Stakeholders' Relationship
			Committee
Shri Debabrata Sarkar	Independent Director
Smt. Mamta Binani	Independent Director
Shri Anand Nandkishore	Independent Director,
Rathi			Chairman of Audit Committee &
			Nomination	and	Remuneration
			Committee
Shri	Anjani	Kumar	Independent Director
Agrawal
Shri	Anjan	Snehmoy	Independent Director
Chatterjee
Smt. Avani V Davda	Independent Director
Shri Rajiv Khaitan	Independent Director
			Chairman of	Corporate	Governance
			Committee
Shri S. K. Goenka	Whole time Director
			Chairman of Corporate Social Responsibility
			Committee

Shri Mohan Goenka		Vice Chairman & Whole time Director
		Chairman of Share Transfer Committee
Shri A. V. Agarwal		Non-Executive Director
Shri H. V. Agarwal		Vice Chairman & Managing Director
Smt. Priti A Sureka		Whole time Director
Shri Prashant Goenka		Whole time Director
IN ATTENDANCE:
Shri N. H. Bhansali	CEO - Finance, Strategy & Business
	Development and Chief Financial Officer
Shri Rajesh Sharma	President - Finance & Investor Relations
Shri A. K. Joshi	Company Secretary & VP-Legal
Shri Ashok Purohit	Dy. Company Secretary
Shri Raj Kumar Banthia	Partner, M/S. MKB & Associates,
	Secretarial Auditor and Scrutinizer
Shri Shivam Choudhary	Representative, M/S S. R. Batliboi & Co.
	LLP, Chartered Accountants, Statutory
	Auditors
Shri Vipson Jain	Representative, M/s V. K. Jain & Co., Cost
	Accountants, Cost Auditors

MEMBERS PRESENT(As % of the total paid-up equity share capital of the Company as on cut-off date i.e. September 2, 2022) :

Members present in person	117	Members	holding	3,06,66,092
	Equity Shares (Representing 6.95%).
Members Present through	17	Members	holding	20,95,34,750
Authorised Representatives	equity shares (Representing 47.50%).
Total Number of Attendees	134	Members	holding	24,02,00,842
present	equity shares (representing 54.45%).

CHAIRMAN

Shri R S Goenka, Non-Executive Chairman presided the Meeting.

Shri R. S. Goenka, Co-founder & Non-Executive Chairman along with Shri. R. S. Agarwal, Co-founder & Chairman Emeritus welcomed the members to the 39th Annual General Meeting (39th AGM) of the Company. The Chairman informed that the requisite quorum was present and called the meeting to order.

The Chairman added that the Company had convened the 39th AGM through Video Conferencing / Other Audio Visual Means, in conformity with the circulars issued by the Ministry of Corporate Affairs, applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and the Company had taken all the requisite steps to ensure that the Members were able to attend and vote at this 39th AGM in a seamless manner.

Thereafter, the Chairman introduced the Board Members and confirmed that the Chief Financial Officer, the Company Secretary, the representatives of M/s. S. R. Batliboi & Co LLP, Statutory Auditors, M/s. MKB & Associates, Secretarial Auditors and Scrutinizer for the meeting and the representative of M/s V. K. Jain & Co., Cost Accountants, Cost Auditor had attended the meeting.

The Chairman informed that there were no qualifications, observations or comments in the Statutory Auditors Report and the Secretarial Audit Report, hence the auditors' report was not required to be read.

Thereafter, the Chairman informed the members that Registers and documents as required under the Companies Act, 2013 and referred in the Notice of 39th AGM for inspection by the members during the continuance of the meeting were available for inspection by members, electronically.

Thereafter, the Chairman addressed the members covering the performance and operations of the Company through PowerPoint presentation.

The Chairman acknowledged the contribution by veteran Directors, namely Dr Y. P. Trivedi, Dr K. N. Memani, Shri P. K. Khaitan, Shri S. B. Ganguly and Shri Amit Kiran Deb who have completed their 2nd tenure as Independent Directors on 1st August 2022 and conveyed gratitude for contributing their rich knowledge, diverse industry experience and invaluable guidance to charter a high standard of corporate governance. The Chairman said that the Company had benefited immensely from these industry stalwarts and is proud to have been associated with them over the years.

Thereafter, the Chairman welcomed New Independent Directors namely Shri Anand Rathi, Shri Anjani Agrawal, Shri Anjan Chatterjee, Smt Avani V Davda and Shri Rajiv Khaitan and stated that their wide and diverse experience and knowledge, would play an instrumental role in formalizing the future growth path and strategic direction for Emami in the days to come.

The Chairman briefed about the succession plan implemented during the year by the founders and expressed his confidence in the next generation of promoter-directors who steer forward the active business responsibilities of the Company and drive the Company's growth to newer heights.

The Chairman in his speech covered Economy, the company's financial performance, E-Commerce and D2C, Acquisitions and Strategic Partnerships, profitability, growth & rewards to the shareholders, acknowledgement of the contribution of employees, the company's Sustainability and Community Initiatives and CSR initiatives etc.

Thereafter, the Chairman invited Shri A. K. Joshi, Company Secretary to brief the members about the summarized agenda items of 39th AGM and instructions of voting.