0/0. CS & GM (Legal) Corporate Office Bharat Sanchar Bhawan 2 nd Floor, Ph/Fax: 011-2335 3395, 2335 3389 email: [email protected]~~RtTtT~ ('qffif ~ Cl>! ~) BHARAT SANCHAR NIGAM LIMITED (A Govt. of India Enterprise) To Date: 29 th October, 2021 The Manager, Corporate Relationship Department, Bombay Stock Exchange Limited, Phiroze Jeejeebbhoy Towers Dalal Street, Mumbai-400001 BSE Scrip Code- 960039 Sub: - Compliance with Regulation 51 of SEBI (LODR) Regulations read with Schedule lll Part (B), Para A(23) of SEBI (LODR) Regulations, 2015. BSE Scrip Code- 960039 Dear Sir/Madam, Pursuant to Regulation 51 of SEBI (LODR) Regulations 2015 read with Schedule Ill, Part (B), Para A (23) of SEBI (LODR), 2015, please find enclosed a copy of Minutes of the 21 st Annual General Meeting of the Company held on 29.10.2021 at Bharat Sanchar Bha.wan H.C. Mathur Lane Janpath, New Delhi-11 0001 We request you to kindly take the same on record. Thanking You, Yours faithfully For BHARAT SANCHAR NIGAM LIMITED c~-"~ (J.P. Chowdhary) Co.mpany Secretary & GM (L) Regd. &. Corporate Office: Bharat Sanchar Bhavan, H. C. Mathur Lane, Janpath, NewDelhi-110001 Corporate Identity Number (CIN): U74899DL2000GOIl07739 GSTIN No. 07AABCB5576GIZN www.bsnl.co.in
BHARAT SANCHAR NIGAM LIMITED(A Govt. of India Enterprise)
To Date: 29th October, 2021
The Manager,Corporate Relationship Department,Bombay Stock Exchange Limited,Phiroze Jeejeebbhoy TowersDalal Street,Mumbai-400001
BSE Scrip Code- 960039
Sub: - Compliance with Regulation 51 of SEBI (LODR) Regulations read with Schedule lll Part(B), Para A(23) of SEBI (LODR) Regulations, 2015.
BSE Scrip Code- 960039
Dear Sir/Madam,
Pursuant to Regulation 51 of SEBI (LODR) Regulations 2015 read with Schedule Ill, Part (B), ParaA (23) of SEBI (LODR), 2015, please find enclosed a copy of Minutes of the 21 st Annual GeneralMeeting of the Company held on 29.10.2021 at Bharat Sanchar Bha.wan H.C. Mathur Lane Janpath,New Delhi-11 0001
We request you to kindly take the same on record.
Thanking You,
Yours faithfully
For BHARAT SANCHAR NIGAM LIMITED
c~-"~(J.P. Chowdhary)
Co.mpany Secretary & GM (L)
Regd. &. Corporate Office: Bharat Sanchar Bhavan, H. C. Mathur Lane, Janpath, NewDelhi-110001Corporate Identity Number (CIN): U74899DL2000GOIl07739 GSTINNo. 07AABCB5576GIZN
www.bsnl.co.in
Bharat Sanchar Nigam Ltd(A Govt. of India Enterprise)
MINUTES OF THE 21st ANNUAL GENERAL MEETING OF THE BSNL HELD ONFRIDAY, THE 29th DAY OF OCTOBER, 2021 AT 4:00 P.M., AT BOARD ROOM,3rd FLOOR, BHARAT SANCHAR BHAWAN, H. C. MATHUR LANE, JANPATH,NEW DELHI-11 0001.
PRESENT:
BOARD OF DIRECTORSSHRI P.K. PURWAR CHAIRMANCMD
SHRI VIVEK BANZAL DIRECTORDIRECTOR (CFA)
SHRI ARVIND VADNERKAR DIRECTORDIRECTOR (HR)
SHRI SUSHIL KUMAR MISHRA DIRECTORDIRECTOR (CM)
SHRI V. RAMESH DIRECTORDIRECTOR (ENTERPRISE)
SHRI ABHAY KUMAR SINGH DIRECTORDDG (E&T), DoTGOVT. DIRECTOR
MEMBERSThe President of IndiaRepresented by Shri Ravindra Prasad,Director (PSU-I), DoT(a) Equity Shareholder(b) Preference Shareholder
Statutory AuditorsMls Ramesh C. Agrawal & Co.Chartered AccountantsRep. by Shri Rohitashwa R.C. Agrawal, CA Partner
In AttendanceShri J.P. Chowdhary,CS & GM (Legal) Secretary
InviteeShri Surajit MandolSr. GM (CA)
Shri P. K. Purwar, Chairman and Managing Director took the Chair. Quorum beingpresent, the meeting was called to order.
Shri Navneet Gupta, JS (Admin), DoT &, Chairman of the Audit Committee of theBoard did not attend the meeting. Therefore, on his behalf, Shri Abhay KumarSingh, DDG (E & T) and Govt. Director & Member of the Committee attended themeeting.
Shri Navneet Gupta, JS (Admin), DoT &, Chairman of the StakeholdersRelationship Committee of the Board did not attend the meeting. Therefore, onhis behalf, Shri Vivek Banzal, Director (CFA), BSNL & Member of the Committeeattended the meeting.
Ms. Yojana Das, Director (Finance) & CFO, BSNL did not attend the meeting.
The Secretarial Auditor, Ms. Parul Jain informed her inability to attend due to herprefixed engagement.
At the outset, the Chairman welcomed the Directors, Members and the Auditorspresent. After a brief exchange of pleasantries, the agenda for the meeting wastaken up.
The Notice, Speech, Report of the Board and Auditors, alongwith the Comments ofthe C & AG of India, were read out.
The CMD apprised the Members that the Group of Ministers (GoM) constituted inthe matter of 'Revival of BSNL and MTNL' accorded its approval to allot spectrumthrough equity infusion by the Government of India for providing 4G services toBSNL for Delhi and Mumbai (MTNL area) in place of MTNL and to increase theauthorised Share Capital of BSNL from Rs. 32,500 Crores to Rs. 40,000 Crores.To implement the above, BSNL has also obtained Unified License, which willenable the Company to render telecom services across the country including Delhiand Mumbai License Areas.
The Chairman invited suggestions from the Members. The Members raised variousqueries based on the Annual Accounts for the Financial Year 2020-2021 and theReport of the Auditors and comments of the C & AG of India. The Chairmanresponded to the queries raised by the Members.
The Members desired about the fee being paid to the Statutory Auditors appointedby the C & AG of India in comparison to previous years. The CMD apprised theMembers that the fee of the Statutory Auditors is generally based upon the
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indicative fee recommended by the C & AG of India with marginal increase inaccordance with the increase in volume of work. However, after the Company gotlisted, the work volume has increased due to Limited Review requirements ofQuarterly/Half-Yearly Financial Results. Accordingly for the quarterly audit,additional amount of approximately 10-12% on average is being paid to theStatutory/Branch Auditors for increase in volume of work.
Thereafter, the business for the meeting was taken up.
ORDINARY BUSINESS
ITEM No.01To receive, consider and adopt the Audited Financial Statements (StandaloneFinancial Statements & Consolidated Financial Statements) viz. BalanceSheet as at 31st March 2021 and Profit & Loss account, cash flow statementfor the financial year ended 31st March 2021 along with schedules, notes toaccounts, significant accounting policy for the period ended on that datethereto together with the reports of the Auditors and Directors and theComments of the Comptroller and Auditor General of India thereon u/s 143(6)of the Companies Act, 2013:
As proposed by Shri Ravindra Prasad and seconded by Shri Nitin Jain thefollowing resolution was carried unanimously:-
"RESOLVED THAT the Audited Financial Statements (Standalone FinancialStatements & Consolidated Financial Statements) viz. Balance Sheet as at 31st
March 2021 and Profit & Loss account, cash flow statement for the financial yearended 31st March 2021 along with schedules, notes to accounts, significantaccounting policy for the period ended on that date thereto together with the reportsof the Auditors and Directors and the Comments of the Comptroller and AuditorGeneral of India thereon u/s 143(6) of the Companies Act, 2013 and the BoardReport including addendums attached thereto be and are hereby adopted".
Item No.02To consider and if thought fit, to pass with or without modifications, thefollowing as an Ordinary Resolution, for fixing the remuneration of theStatutory and Branch Auditors to be appointed by the Comptroller andAuditor General of India for the Financial year 2021-22:
As proposed by Shri Pushpendra Kumar Singh and seconded by VirenderPrasad the following resolution was carried unanimously:-
"RESOLVED THAT the Company do hereby authorize the Board of Directors to fixthe remuneration of the Statutory and Branch Auditors of the Company appointedby Comptroller and Auditor General of India for the financial year 2021-2022".
SPECIAL BUSINESS
Item No.03To consider and if thought if, to pass with or without modifications, thefollowing as an Ordinary Resolution, for ratification of the remunerationpayable to the Cost Auditors for the year 2021-2022:
As proposed by Shri Rajesh Sharma and seconded by Shri Dhirendra Verma thefollowing resolution was carried unanimously:-
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"RESOLVED THAT pursuant to the provisions contained in Section 148(3) andother applicable provisions, if any, of the Companies Act 2013 and Rules madethereunder, the remuneration of Rs. 3,99,0001- (Rupees Three Lakhs Ninety NineThousand Only) plus applicable taxes, as fixed by the Board of Directors of theCompany on the recommendation of the Audit Committee of the Board, payable toMls Vijender Sharma & Co., Cost Accountants Firm Registration No. 00180 theCost Auditor of the Company for the year 2021-22 be and is hereby ratified".
Item No. 04To consider and if thought fit, to pass with or without modifications, thefollowing Resolution as an Ordinary Resolution:
As proposed by Shri Ravindra Prasad and seconded by Shri Pushpendra KumarSingh the following resolution was carried unanimously:-
"RESOLVED THAT pursuant to the provisions contained in Section 61 (1)(a) andthe Rules made thereunder and other applicable provisions if any of the CompaniesAct 2013, and subject to the approval of the President of India, consent of Companybe and is hereby accorded to increase the authorised share capital of the Companyfrom the existing RS.32,500,00,00,0001- (Rupees Thirty Two Thousand and FiveHundred Crores) divided into 2,500,00,00, 000 (Two Thousand Five HundredCrore) Equity Share of Rs. 101-( Rs. Ten) each and 750,00,00,000 (Seven Hundredand Fifty Crores) Preference Shares of Rs. 10( Rupees Ten) each toRs.40,000,00,00,0001- (Rupees Forty Thousand Crores) divided into3250,00,00,000 (Three Thousand Two Hundred Fifty Crore) Equity Share of Rs.101-( Rs. Ten) each and 750,00,00,000 (Seven Hundred and Fifty Crores)Preference Shares of Rs. 10( Rupees Ten) each."
Item No.05To consider and if thought fit, to pass with or without modifications, thefollowing Resolution as a Special Resolution:
As proposed by Shri Rajesh Sharma and seconded by Shri Nitin Jain thefollowing resolution was carried unanimously:-
"RESOLVED THAT pursuant to the provisions contained in Section 13 and otherapplicable provisions of the Companies Act 2013 and the Rules made thereunderconsent of the Company be and is hereby accorded for substituting the existingClause V of the Memorandum of Association of the Company with the following asthe Clause V:-
'The Authorised share capital of the company is Rs.40,000,00,00,0001- (RupeesForty Thousand Crores) divided into 3250,00,00,000 (Three Thousand TwoHundred Fifty Crore) Equity Share of Rs. 101-( Rs. Ten) each and 750,00,00,000(Seven Hundred and Fifty Crores) Preference Shares of Rs. 10( Rupees Ten)each'."
Item No.06To consider and if thought fit, to pass with or without modifications, thefollowing Resolution as a Special Resolution:
As proposed by Shri Virender Prasad and seconded by Shri Dhirendra Vermathe following resolution was carried unanimously:-
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"RESOLVED THAT pursuant to the pursuant to the provisrons contained inSection 14 and the Rules made thereunder and other applicable provisions if any ofthe Companies Act 2013, consent of the Company be and is hereby accorded forsubstitution of the existing Article No.5 of the Articles of Association of theCompany with the following as the Article No.5 :-
'The Authorised share capital of the company is Rs.40,000,00,00,0001- (RupeesForty Thousand Crores) divided into 3250,00,00,000 (Three Thousand TwoHundred Fifty Crore) Equity Share of Rs. 101-( Rs. Ten) each and 750,00,00,000(Seven Hundred and Fifty Crores) Preference Shares of Rs. 10( Rupees Ten)each'."
The meeting concluded at 5:00 P.M. with a vote of thanks to the Chair.
