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AstraZeneca
August 9, 2019
The Manager- Listing BSE Limited
Corporate Relationship Dept., 5th Floor, New Trading Ring Rotunda Building, P J Towers, Dalal Street, Foti,
Mumbai - 40000 I
The Manager- Listing National Stock Exchange oflndia Limited
Exchange plaza, 5th Floor, Plot No. Cl I, G Block Bandra -Kurla Complex, Bandra (E), Mumbai - 400051
Dear Sirs,
81lnglng stlmnca to pall1nla sine• 1979
Sub: Voting Results of 40th Annual General Meeting of the Company held on
August 7, 2019 - Regulation 44 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
Pursuant to Clause 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we furnish below the details regarding voting results of 40th Annual General Meeting of the Company held on Wednesday, August 7, 2019 at 3.00 pm at 'The Grand Ballroom' Conrad Bengaluru, Kensington Road, Ulsoor, Bengaluru- 560008:
Date of AGM August 7, 2019
Total No of Share Holders as on Record Date 14,156 ( cut-off date-31.07.2019)
No. of shareholders present in the meeting either in person or through proxy:
• Promoters and Promoter Group 1
• Public 455
No. of Shareholders attended the meeting through Video Conferencing:
• Promoters and Promoter GroupNA
• Public
Below is the resolution-wise combined result of remote e-voting and ballot:
CORPORATE & REGO. OFFICE
AstraZeneca Pharma India Ltd.
P. B. No . 4525, Block N1. 12th Floor, Manyata Embassy Business Park. Rachenahalli, Outer Ring Road, Bangalore· 560 045, INDIA
TEL : +91 80 6774 8000
FAX : +91 80 6774 8857
CIN : L24231KA1979PLC003563
WEB : www.astrazeneca.com/india
FACTORY
12th Mile on Bellary Road Venkatala, Kattigenahalli Village Yelahanka Bangalore · 560 063 INDIA
TEL : +91 80 6774 9000
FAX : +91 80 2846 2208
+91 80 6774 9628
Resolution( I)
Resolution required: (Ordinoiy / Special) Orclina,y
Whether promoter/promoter group are interested in 1hc:: No agcnda/rcsol ution?
Description of resolution considt!rt!d Adu pl ion of i\ccoun1s for the year ended March 31, 2019 and the Repo11s of 1hc Audi101Js and Directors thereon
Mode of No. of No. or % or Voles polled No. of voles
No. of % of votes in % of Votes Ca1ego1y
voting shares held votes polled 011 outstanding - i11 favour
vo1es- favour on against on
shares against votes polled votes polled
(I) (2) (3}=[(2)/(1)]•100 (4) (5) (6)=[(4)/(2)] ( 7);[(5)/(2)1 •100 •100
E-Vo1i11g 18750000 100 18750000 0 100 0
Promoter and Poll 18750000 0 0 0 0 0 0
Promoter Postal Ballot Group (if applicable)
0 0 0 0 0 0
Total 18750000 18750000 100 18750000 0 100 0
E-Voting 1034412 63.3223 1034412 0 100 0
Poll 1633567 0 0 0 0 0 0
Public-Institutions Postal Ballot 0 0
(if applicable) 0 0 0 0
Total 1633567 103,1412 63.3223 1034412 0 100 0
E-Vo1ing 2705 0.0586 2705 0 100 0
Poll 4616433 63922 1.3847 63922 0 100 0
Public- Non Institutions Postal Ballot 0 0
(if applicable) 0 0 0 0
Total ,1616433 66627 1.4433 66627 0 JOO 0
Total 25000000 19851039 79.4042 19851039 0 100 0
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution
Rcsolution(2)
Rcsolu1io11 required: (Ordinary/ Special) Ordina,y
\Vhdhcr pro111otcr/pro111ot<.:r group arc interested in the No
agenda/resolution?
Description of resolution considered Appointment of Mr. Gagandci.!p Singh Bedi, Managing Director (DIN:07844333) who re1ires hy ro1a1ion, and being cligiulc, oilers himself for rcappoi111111cnl
Mode of No. of No. of % of Voles polled
No. of votes No. of % of votes in % of Votes
Category voting shares held votes polled
on outstanding - in favour
voles - favour on against on shares agains1 votes polled vo1cs polled
(I) (2) (3)=[(2Y( I)]• JOO (4) (5) (6)=[(4Y(2)J (7)=[(5)/(2)1
•100 • 100
E-Voling 18750000 100 18750000 0 100 0
Promoter aud Poll
18750000 0 0 0 0 0 0
Promoter Postal Oallo1 Group (ifapplicauh!)
0 0 0 0 0 0
To1al 18750000 18750000 100 18750000 0 100 0
E-Vo1ing 1034412 63.3223 1034412 0 100 0
Poll 1633567
0 0 0 0 0 0 Public-Institutions Postal Ballol
0 0 0 0 0 0 (if applicauk)
Total 1633567 1034412 63.3223 1034412 0 100 0
E-Voling 2705 0.0586 2705 0 100 0
Poll 4616433
63915 1.3845 63915 0 100 0 Public- Non lnslitulions Postal Ballot
0 0 (if applicable)
0 0 0 0
Total 4616433 66620 1.443 I 66620 0 100 0
Tolal 25000000 19851032 79.4041 19851032 0 100 0
Whether resolulion is Pass or Nol. Yes
Disclosure of notes on resolution
Rcsolution(3)
Resolution required· (Ordina,y / Special) Ordina,y
Whether promotcr/pro111oter group an; i111crcs1cd in the No agc11da/rl.!sol11tio11?
Dcsc1 iplion of n::sol11tion considl.!red Appointment of'Ms. Weiying Sarah Wang (DIN: 08369289) as Non-Executive Dircc1or
Mode or No. of' No. or % of Votes polled
No. of votes No. or % ofvotc.:s in % of Votes Cntcgory
voling sharl.!s hdd voles on outstanding
- in favour votes- favour on against on
polled shares against votes po I led votes polled
(I) (2) (3)=[(2Y( I)]• 100 (4) (5) (6)=[(4Y(2)1 (7)=((5Y(2)J
•100 •100
E-Voting 18750000 100 18750000 0 100 0
Promoter and Poll 18750000
0 0 0 0 0 0
Promoter Postal Ballot Group (if applicable)
0 0 0 0 0 0
Total 18750000 18750000 100 18750000 0 100 0
E-Voting 1034•112 63.3223 1033114 1298 99.87•15 0.1255
Poll 1633567 0 0 0 0 0 0 Public-Institutions Postal Ballol 0 0 0 0 0 0
(if applicable)
Total 1633567 1034412 63.3223 1033114 1298 99.8745 0.1255
E-Voting 2705 0,0586 1100 1605 40.6654 59.3346
Poll 4616433 63922 1.3847 61085 2837 95.5618 4.4382
Public- Non Institutions Postal Ballot 0 0 0 0 0 0
(if applicable)
Total 4616433 66627 1.4433 62185 4442 93.333 6.667
Total 25000000 19851039 79.4042 19845299 5740 99.9711 0,0289
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution
Rcsolution(4)
Resolu1ion required: (Ordinary/ Special) Special
Whether promoter/promoh.:r group arc i111ercstcd in lhe No agenda/rl.!sol ution?
/\ppoinlmenl of Mr. Narayan K Seshadri (DIN: 00053563) as an Independent Description of resolution considered Direclor for a 1cm, of 5 consecu1ive years w.e.f., Seplember 30, 2019 to
September 29, 2024
Mo<k of No. of No. of % of Votes polled
No. of votes No. of %of votes in % of Voles Category
voting shares held votes 011 outstanding
- in favour VOIC$- favour on againsl on
polled shnrcs against votes polled votes polled
(I) (2) (3)=1(2)/( I)]' I 00 (4) (5) (6)=[(4)/(2)1 (7)=((5)/(2)1
•ioo • 100
E-Vo1ing 18750000 100 18750000 0 100 0
Prontolcr and Poll 18750000 0 0 0 0 0 0
Promolcr Posial Ballot Grou1, (ifapplieabk)
0 0 0 0 0 0
Tolal 18750000 18750000 100 18750000 0 100 0
E-Voting 1034412 63.3223 1027735 6677 99.3545 0.6455
Poll 1633567 0 0 0 0 0 0
Public-lnslitutions Postal Oallol 0 0
(ifapµlicabk) 0 0 0 0
Total 1633567 1034412 63.3223 1027735 6677 99.3545 0.6455
E-Vo1ing 2705 0.0586 2100 605 77.634 22.366
Poll 4616,133 63920 1.3846 63920 0 100 0
Public- Non Inslitutions Postal Ballot 0 0
(if applicabk) 0 0 0 0
To1al 4616433 66625 1.4432 66020 605 99.0919 0.9081
Tola! 25000000 19851037 79.4041 19843755 7282 99.9633 0,0367
Whether resolu1ion is Pass or Not. Yes
Disclosure of notes on resolution
Rcsolu1ion required: (Ordinary/ Special)
Whether µromotcr/promo1cr group are i111cn:::s1cd in the agcnda/resol ution'!
Description of resolution considered
Mode or No. of No. of Ca1egory voting shares held VOl<!S
polled
(I) (2)
E-Vo1ing 18750000
Pro11101cr and Poll 18750000 0 Promoter Postal 13allol Group (if applicable)
0
Tola! 18750000 18750000
E-Voting 1034412
Poll 1633567 0 Public-Institutions Postal Ballot 0
(if applicable)
Tolal 1633567 1034412
E-Voling 2655
Poll 4616433 63915 Public- Non Institutions Poslal Ballol 0 (if applicable)
Toial 4616433 66570
Total 25000000 19850982
Rcsolulion(S)
Ordina,y
No
Ra1ifica1io11 of Cosl Audito1Js rc111u11t!ralio11
% or Voles polled No. of vou::s
No. or on outstanding - in favour VOICS-
shares against
(3)=[(2)/( I)]• 100 (4) (5)
100 18750000 0
0 0 0
0 0 0
100 18750000 0
63.3223 1034412 0
0 0 0
0 0 0
63.3223 1034412 0
0.0575 2655 0
1.3845 61078 2837
0 0 0
1.442 63733 2837
79.4039 19848145 2837
Whelher resolution is Pass or Not.
Disclosure of notes on resolution
% ofvot<!s in favour on
voles polled
(6)=[(4)/(2)] • 100
100
0
0
100
100
0
()
100
100
95.5613
0
95.7383
99.9857
Yes
% of Voles against 011
voles polled
(7)=((5)/(2)] • 100
0
0
0
0
0
0
0
0
0
4.4387
0
4.2617
0.0143
�"arn,<i' � /,,
f Ba� alorc Q)
J � "'ls
lt ..
' ,,
Rcsol11tio11(6)
Resolution required: (Ordinary/ Special) Ordinary
Whc1hcr pro11101cr/promotcr group nrc interested in the Yes agcnda/n:solu1io11'?
Description ofrl.!solu1ion considered Approval of Material Related Pa11y Transactions l!ntcrcd into by the Company with AstraZeneca UK Limited during the financial year 2018-19
Mode or No. of No of % of Votes polled
No. ofvo1es No. of % ofvoh;s in % of Votes
Category voting shares hdd
votes on outstanding - in favour
voles- favour on against 011 polled shares against votes pol kd votes polled
(I) (2) (J)=f(2Y( I)]* I 00 (•I) (5) (6)=f(4Y{2)J (7)=[(5)/(2)] • 100 •100
E-Voting 0 0 0 0 0 0
Promoter and Poll 18750000 0 0 0 0 0 0
Promoter Postal Ballot Group (if applicable)
0 0 0 0 0 0
Total 18750000 0 0 0 0 0 0
E-Voting 1034412 63.3223 1034412 0 100 0
Poll 1633567 0 0 0 0 0 0
Public-Institutions Postal Bal lot 0 0
(if applicable) 0 0 0 0
Total 1633567 1034412 63.3223 1034412 0 100 0
E-Voting 2705 0.0586 1960 745 72.4584 27.5416
Poll 4616433 63920 1.3846 60083 3837 93.9972 6.0028
Public- Non Institutions Postal Ballot 0 0
(if applicable) 0 0 0 0
Total 4616433 66625 1.4432 62043 4582 93.1227 6.8773
Total 25000000 1101037 4.4041 1096455 4582 99.5838 0.4162
Whether resolution is Pass or Not. Yes
Disclosure of notes on resolution
Resolution(?)
Rcsolu1ion required: (Ordina,y / Special) Ordinary
Whc:ther pro111otcr/promotcr group arc interested in the Yes
agenda/resol 111ion'I
Approval of Material Related Pany Trnnsaclions 10 be entered into by the Dcsc, iplion or resolution considered Company wilh AstraZeneca UK Limited during 3 financial years (being April
I, 201910 March 31, 2022)
Mode of No. of No. of % of Votes polled
No. of votes No. of % of votes in % of Votes
Category voling shares held
votes 011 outstanding - in favour
votes - frtvour on against on polled shares against votes polled votes polled
(I) (2) (3)'=[(2)/( I )I* I 00 (4) (5) (6)=[(4)/(2)1 (7)=[(5)/(2)]
•100 •100
E-Voting 0 0 0 0 0 0
Promoter and Poll 18750000
0 0 0 0 0 0
Pro11101cr Postal Ballol Group (if applicable)
0 0 0 0 0 0
Tolal 18750000 0 0 0 0 0 0
E-Voting 1034412 63.3223 1034412 0 100 0
Poll 1633567
0 0 0 0 0 0 Public-Institutions Postal Ballol 0 0
(if applicable) 0 0 0 0
Tolal 1633567 1034412 63.3223 1034412 0 100 0
E-Voting 2705 0.0586 960 1745 35.4898 64.5102
Poll 4616433
63915 1.3845 60078 3837 93.9967 6.0033 Public- Non Institutions Postal Ballol
0 0 (if applicable) 0 0 0 0
Tolal 4616433 66620 1.4431 61038 5582 91.6211 8.3789
Total 25000000 1101032 4.4041 1095450 5582 99.493 0.507
Whelher resolulion is Pass or Not. Yes
Disclosure of 11otes on resolution
VIJAYAKRISHNA KT BBM, LLB, FCS, ACMA
Company ecretary
SCRUTINIZER'S REPORT
# 496/4, II Floor, 10th Cross
Near Bashyam Circle, Sadashivanagar,
Bangal9re - 560 080, INDIA
Tel : +91 80 23610847, 41231106
e-mail : vijaykt@vjkt.in
ktvijaykrishna@g ma i I. com
[Pursuant to Sections 108 & 109 of the Companies Act, 2013 and the Companies (Management & Administration) Rules, 2014]
To Mr. Narayan K Seshadri Chairman AstraZeneca Pharma India Limited Block N 1, 1 ih Floor, Manyata Embassy Business Park Rachenahalli, Outer Ring Road Bengaluru- 560 045
Dear Sir
I, Vijayakrishna KT, Company Secretary in Whole-Time Practice (FCS No. 1788, CP No. 980), having office at # 496/4, 2nd Floor, 10th Cross, Near Bashyam Circle,Sadashivanagar, Bengaluru - 560 080, duly appointed as Scrutinizer by AstraZeneca Pharma India Limited for the purpose of scrutinizing the voting through remote e-voting and through Polling Paper at the 40th Annual General· Meeting held on ?th ·August, 2019 at The Grand Ballroom. Conrad Bengaluru, Kensington Road, Ulsoor, Bengaluru - 560 008 pursuant to Sections 108 and 109 of the Companies Act, 2013 (the Act), read with Rules 20 and 21 of the Companies (Management & Administration) Rules, 2014 (the Rules) as amended from time to time and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), hereby furnish my Report to you.
The Management of the Company is responsible to ensure compliance of the requirements of the Companies Act, 2013 and Rules made there under relating to voting through remote e-voting and through Polling Papers at the Annual General Meeting venue for the resolutions proposed ln the Notice of 40th Annual General Meeting. My responsibility as a Scrutinizer is to. ensure that the voting process is conducted in a fair and transparent manner and is restricted to make a Scrutinizer's Report for the votes casts in "favour" or uagainst" the resolutions proposed in the Notice convening the 40th Annual ·General Meeting of the Company, based on the report provided by National Securities Depository Limited (NSDL), the agency engaged by the Co� ih t0.c ovide remote e-voting facility for voting through electronic means.
� ·'.'.!,_ .
f F -17P9 <!,J . . .
;. I :-7 1
Res : No. 66, Sathyanarayana layout, West o Chord Road, III Stage, Bangalore - 560 079, INDIA
Tel : +91 80 23221564
In terms of the aforesaid Notice and as per the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, the e-voting was kept open for four days from 3rd August, 2019 (9.00 A.M. 1ST) till 6th August, 2019 (5.00 P.M. 1ST) and Members were requested to cast their votes electronically conveying their assent or dissent in respect of the resolutions on the e-voting platform.
The Members holding Equity Shares as on the '"cut-off date" i.e., 31st July, 2019 were entitled to vote on the Resolutions proposed in ·the Notice calling the 40th Annual General Meeting.
The Ballot Register was prepared to record Equity Shareholders' Asse.nt or Dissent received mentioning the particulars of name, address, folio number or client id of the Shareholders. number of shares held by them, nominal value of such shares, whether the shares have differential voting rights, if any, details of Polling Paper which are invalid.
The Polling Papers received were scrutinized and reconciled with the records maintained by the Company's Registrar and Share Transfer Agent (RTA). The Polling Papers which were incomplete, unsigned and wrongly signed have been rejected and treated as invalid.
At the end of the voting period on 6th August, 2019 (5.00 P. M. 1ST). the voting portal of NSDL was blocked forthwith.
The votes cast were unblocked on ?1h August, 2019, in presence of Ms. Sahana Bhat
and Ms. Ramya Hegde, who acted as witnesses as prescribed under su�-rule 3(xii) of Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended.
Thereafter. the details containing inter alia, the list of the members, who voted "for" or "against" each of the resolution that were put to vote, were derived from the Polling Papers as received and the report generated from the e-voting portal of NSDL i.e. www.evoting.nsdl.com and based on such reports
a. 45 (folio wise) members have cast their votes through remote e-:voting.b. 40 (folio wise) members have cast their votes through Polling Paper at the
Annual General Meeting.
The brief analysis of the results of the remote e-votir,g and Polling Papers are as under:
2
ORDINARY BUSINESS:
Item No.1: Adoption of Financial Statements for the year ended March 31, 2019 and the Reports of the Board of Directors and Auditors thereon:
Ordinary Resolution:
I Particulars No. of votes contained in Percentage
Remote E-voting Polling Paper Total on Valid
votes
No o1 No. of No o1 No. of No 0 No. of members Votes· cast members Votes members Votes cast voted (shares) rvoted cast voted (shares)
(shares) Assent 45 19787117 29 63922 74 . ·19851039 100.00
Dissent 0 0 0 0 0 0 0
Total 45 19787117 29 63922 74 19851039 100.00
Abstained 0 0 11 1144 11 1144 NA / Invalid
Item No. 2: Appointment of Mr. Gagandeep Singh Bedi (DIN: 07844333) who retires by rotation, and being eligible, offers himself for re-appointment:
Ordinary Resolution:
Particulars No. of votes contained in Percentage
Remote E-voting Polling Paper Total on Valid
votes
No o◄ No. of No o1 No. of No 0 No. of members Votes cast members Votes members Votes cast voted (shares) voted cast �oted (shares)
(shares) Assent 45 19787117 26 63915 71 1.9851032 100·.oo
Dissent 0 0 0 0 0 0 0 Total 45 19787117 26 63915 71 19851032 100.00
Abstained 0 0 14 1159 14 1159 NA
/Invalid
�,�, � m_q I�] '�l �
3
SPECIAL BUSINESS:
Item No. 3: Appointment of Ms. Weiying Sarah Wang (DIN: 08369289) as NonExecutive Director: Ordinary Resolution:
Particulars No. of votes contained in Percentage Remote E-voting Polling Paper Total on Valid votes No oi No. of No 01 No. of No 01 No. of members Votes cast members Votes members Votes cast voted (shares) r,.,oted cast voted (shares)
(shares) Assent 40 19784214 28 61085 68 19845299 99.97
Dissent 5 2903 1 2837 6 5740 0.03
Total 45 19787117 29 63922 74 19851039 100.00
Abstained 0 0 11 1144 11 1144 NA
/ Invalid
Item No. 4: Re-appointment of Mr. Narayan K Seshadri (DIN: .00053563) as an Independent Director for a second term of 5 years i.e., from September 30, 2019 to September 29, 2024:
Special Resolution:
j Particulars No: of votes contained in Percentage Remote E-voting Polling Paper Total on Valid
votes No 0 No. of No 0 No. of No 0 No. of members Votes cast' members Votes members Votes cast voted (shares) �oted cast �oted (shares)
(shares)
Assent 40 19779835 28 63920 68 19843755 99.96
Dissent 5 7282 0 0 5 7282 0,04 Total 45 19787117 28 63920 73 19851037 100.00
Abstained 0 0 12 1146 12 1146 NA
/ Invalid
. 5: Ratification of Cost Auditor's remuneration:
4
Ordinary Resolution:
Particulars No. of votes contained in Percentag
Remote E-voting Polli g Paper Total e on Valid
votes
No 01 No. of No o1 No. of No 0 No. of
members Votes cast members Votes members Votes cast
voted (shares) voted cast 1v1oted (shares)
(shares)
Assent 44 19787067 25 61078 69 19848145 99.99
Dissent 0 0 1 2837 1 2837 0.01
Total 44 19787067 26 63915 70 1985'0982 100.00
Abstained 0 0 14 1159 14 .1159 NA
/ Invalid
Item No. 6: Approval of Material Related Party Transactions entered into by the
Company with AstraZeneca UK Limited during the financial year 2018-19*"':
Ordinary Resolution:
Particulars No. of votes ·contained in Percentag
Remote E-voting Polling Paper Total e on Valid
votes
No o1 No. of No of No. of No o1 No. of
members Votes cast members Votes members Votes cast
voted (shares) voted cast voted (shares)
(shares)
Assent 40 1036372 26 60083 66 1096455 99.58
Dissent 4 745 2 3837 6 4582 0.42
Total 44 1037117 28 63920 72 1101037 100.00
Abstained 1 18750000 12 1146 13 18751146 NA
/ Invalid
Ordinary Resolution:
Particulars No. of votes contained in Percentag
Remote E-voting Polling Paper Total e on Valid
votes
No o' No. of No 0 No. of No 0 No. of members Votes cast members Votes members Votes cast voted (shares) !Voted cast ivoted (shares)
(shares) Assent 39 1035372 24 60078 63 1095450 99.49
Dissent 5 1745 2 · 3837 7 5582 0.51 Total 44 1037117 26 63915 70 1101032 100.00
Abstained 1 18750000 14 1159 14 18751159 / Invalid
**Pursuant to Regulation 23(4) of the Listing Regulations, no Related Party shall vote to approve the resolutions in relation to the Material Related Party Transactions whether the entity is a Related Party to the particular transaction or not. Accordingly, in respect of the Resolutions Nos. 6 and 7, the votes cast by AstraZeneca Pharmaceuticals AB, being a 'Related Party' have been ignored.
Based on the foregoing, the Resolution Nos. from 1 to 7 in respect ·of Notice of 40th
Annual General Meeting may be deemed to have been passed by requisite majority.
All the relevant records relating to remote e�voting and Polling Papers are under my safe
custody and will be handed over to. the Chairman or �ompany Secretary for preserving
safely.
Date: 08.08.2019 Place: Bangalore
Witnesses: �J.<.V Sahana Bhat Ramya Hegde
6
NA
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