Event Date: N/A
Notice is hereby given that Anheuser Busch Inbev India Limited is conducting a postal ballot pursuant to Section 110 of the Companies Act, 2013, read with related rules and circulars, for the transaction of special business via electronic voting. The voting period begins on Friday, August 2, 2024, at 09:00 a.m. (IST) and ends on Saturday, August 31, 2024, at 05:00 p.m. (IST).
Special Business to be Transacted:
Issuance of Equity Shares: A special resolution is proposed to issue up to 8,90,00,000 Equity Shares on a preferential basis to AB Inbev Asia B.V. at a price of INR 47.70 per share (INR 10 face value and INR 37.70 premium), totaling a consideration of INR 4,245,300,000. The shares will rank pari passu with existing equity shares. Monies received will be kept in a separate bank account and used solely for allotment of securities or repayment if allotment is not possible. The Board is authorized to modify the terms of the issue. This issuance is intended to provide the company with additional funds to meet operational needs. The valuation report, dated June 15, 2024, was submitted by Ernst & Young Merchant Banking Services LLP. The relevant date for the price determination is March 31, 2024. The offer is valid for 60 days from the issue date of the offer letter. After the preferential offer, AB Inbev Asia B.V. will continue to hold majority shareholding and control in the company, increasing its stake to 85.15%.
Waiver of Excess Remuneration – Mr. Kartikeya Sharma: A special resolution seeks approval to waive the recovery of INR 20.38 million, representing excess managerial remuneration paid to Mr. Kartikeya Sharma, Whole Time Director, for the Financial Year 2022-23, exceeding prescribed limits under Sections 197 and 198 read with Schedule V of the Companies Act, 2013. Total remuneration paid to Mr. Sharma for FY 2022-23 was INR 33.18 million, whereas the prescribed limit was INR 12.80 million.
Waiver of Excess Remuneration – Mr. Mahesh Kumar Mittal: A special resolution seeks approval to waive the recovery of INR 4.94 million, representing excess managerial remuneration paid to Mr. Mahesh Kumar Mittal, Whole Time Director, for the Financial Year 2022-23, exceeding prescribed limits under Sections 197 and 198 read with Schedule V of the Companies Act, 2013. Total remuneration paid to Mr. Mittal for FY 2022-23 was INR 17.74 million, whereas the prescribed limit was INR 12.80 million.
The Board believes the remuneration paid to Mr. Sharma and Mr. Mittal is justifiable given their contributions, and seeks member approval due to inadequate company profits. The company incurred losses due to high operational costs and is working on initiatives to improve future revenue growth. Financial performance indicators show a loss before taxation of (3,653) million INR, and a profit/loss after tax of (3,653) million INR.
E-Voting Information and Procedures:
Instructions for Remote E-voting:
The notice includes information about retrieving User IDs, initial passwords, and resetting passwords if needed. The voting process involves logging in, selecting the company, casting the vote (assent or dissent), and confirming the vote. Once confirmed, the vote cannot be modified.
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