Transcript 157th AGM 2022

MANAGEMENT

MR. NUSLI WADIA – CHAIRMAN

MR. NESS WADIA – MANAGING DIRECTOR

MR. N. H. DATANWALA – CFO

MR. SANJAY KUMAR CHOWDHARY – COMPANY

Moderator

Dear shareholders, good afternoon and welcome to the 157th Annual General Meeting of The

Bombay Burmah Trading Corporation, Limited through video conference. We have with us on this meeting, Mr. Nusli Wadia, Chairman; Mr. Ness Wadia, Managing Director; and other

Directors of the Corporation, Chief Financial Officer & Company Secretary. We also have with us, representatives of the Statutory Auditors of the Corporation. For the smooth conduct of the meeting, the members will be in the mute mode during the course of the meeting. Audio and video will be enabled for those who have pre- registered with the corporation to speak during the AGM. I now hand over the proceedings to Mr. Nusli Wadia – Chairman of The Bombay

Burmah Trading Corporation Limited. Over to you sir.

Nusli Wadia

I welcome to all the members who are attending. The 157th AGM being conducted by video conference. We are live streaming this meeting on the NSDL website.The Company Secretary has informed that the quorum of members, as required under law is present. The corporation has taken requisite steps to enable members to participate and vote on the items specified in the notice of the AGM. The statutory registers required to be kept for inspection during the AGM are available for the inspection of members on the NSDL website. The notice of the 157th AGM and Annual Report for the 21-22 were sent by e-mail to the members whose e-mail addresses are registered with the corporation or the depository participants. Since the notice, Board’s report

& financial statements have already been circulated, I will take these documents as read. There are no comments or qualifications in the report of the Statutory Auditors and Secretarial Auditors for the financial year the auditors’ reports and therefore we will take as read.

Moderator

Thank you sir. May I request Mr. Nusli Wadia, Chairman to deliver his speech now.

Nusli Wadia

I welcome you, let me just welcome you again to our AGM. I hope that during the year we’ve gone through many of you and all of us have gone through trials and tribulations due to the pandemic. And I hope that all of you are now safe and in good health. I would like to start by placing on record our appreciation of the employees and business partners and stakeholders for their continued support throughout this very difficult year.

Coming to the performance for 21-22, I wish to inform that the overall results at operating level have been reasonably satisfactory and the cooperation as reported profits after tax at 989 as against a profit of 280 in the previous year. During the year under review, the cooperation achieved a total revenue of 411 crores against revenue. Sorry, revenue from operations was 339 as against 207 in the previous year, the revenue of 339 includes 80.77 crores received from the sale of the equity land. Tea production at 41.72 lakh kilos compared to 42 is less by 0.36 lakh kilos due to the impact of COVID restrictions in quarter one coupled with the continuous wet spell of six months of continuous rain. Revenue of tea decreased by 45.8 lakhs at a lower average sale price of Rs.7, Increase in sales quantity by 1.76 lakh kilos.

Coffee, coffee production was at 562 as compared to 695 for the previous year. Both copy operations were not carried out during the last financial year due to the uncertain market conditions and the disproportionate high fruit prices prevailing in the local markets.

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The Bombay Burmah Trading Corporation, Limited

August 25, 2022

The components business had a turnover of 133 crores as against 103.46 in the previous year.

The division turnover increased by 29.5%. The division developed and released new products with 2302 lakhs in the year 21-22. The healthcare division reported a turnover of 18.62 crores as compared to a turnover of 10.2 during the last year, due to relaxation in the COVID restrictions across the dental colleges and clinics. The demand for dental products improved considerably during quarter three and quarter four and is expected to grow at about 8% to 9% for the financial year 23.

Our quarter one results for 22-23 have been declared on the 13th of August. Quarter one we have achieved a total revenue from operations of 60.18 crores as against 50.5 for the same period for the previous year. At operating level the corporation has reported a loss of 15.29 crores as against the loss of 3.37 crores excluding income of 10.23 lakhs on account monetization of an asset. My sincere thanks to all your shareholders, for your continued support in the company and to my

Board colleagues for their support and valuable contributions. I’d be happy to now take questions from the shareholders, we have a list of shareholders and so, I will ask the moderator to call out the names and we would request the speakers to keep their questions brief. Some speakers or some shareholders have sent questions in writing which have been replied and the ones which are being asked today will be responded to in a period of about three to four days. Thank you.

Moderator

Thank you sir. We will now begin the question-answer session. We will wait for a moment while the question queue assembles. We have the first question from the line of Mr. Anil Parekh, request you to kindly unmute your audio and video. It appears the connection for Mr. Parekh is not clear. We will move to the next speaker shareholder. I now invite Ms. Lekha Shah, to unmute your audio and video. May I request the participants to restrict your questions or comments to three minutes please.

Lekha Shah

Hello, can you hear me sir?

Management

Yes.

Lekha Shah

Thank you, sir. Respected Chairman sir, Board of Directors and my fellow members. Good afternoon to all of you, myself Lekha Shah from Mumbai. First of all, I’m very much thankful to the company secretarial team for extending very good investor services, and also sending the

AGM notice well in time which is full of knowledge, fact and figures in place. Thank you

Chairman sir, for explaining about the company. Congratulation for excellent work sir, I pray to

God, that he always shower his blessings upon you. I’m confident that with your vision and determination, you will lead our company to greater height. And also I pray to God, our company should progress more and more under you and your team’s sir. I would like to ask two questions.

My first question is, how much of revenue generated from the subsidiary and associate companies to our profitability. My second question is, what initiatives taken by our company for utilization of alternative sources of energy. Sir, I would like to say I strongly support all the resolutions for today’s meeting, and my best wishes always to our company and its prosperity.

Thank you, sir.

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The Bombay Burmah Trading Corporation, Limited

August 25, 2022

Management

Thank you.

Moderator

Thank you. We have the next question from the line of Niranjan Manjunath Bhat, may I request the speaker to kindly restrict your questions or comments to three minutes please.

Niranjan Manjunath Bhat

It’s my pleasure to attend, it’s my first AGM and it’s my pleasure to attend one of the oldest company in India. Thank you for all the board meeting. And I have a few questions to ask to the management. And I have already sent the email, I hope I get the answers through the email or otherwise through the direct meet now. First is, what is the CAPEX plan, the BBTC is planning for the next five years, if there is any. And the demerger of Bombay Reality and the news about the exit the BBTC about exit the plantation business. And any comment on that. Thank you.

Moderator

Thank you. We have the next question from the line of Vinod Agarwal, request you to kindly restrict your questions or comments to three minutes, please.

Vinod Agarwal

I have sent my email and I’ve received my answers today via email so I don’t have any other queries to be read. And I’m thankful to Mr. Sanjay and his team to replying promptly to my queries. I’m thankful to them, I sign off Vinod Agarwal from Mumbai. Thank you for giving me time out here.

Management

Thanks so much.

Moderator

Thank you. We have the next question from the line of Mr. Manoj Kumar Gupta. Please go ahead.

Manoj Kumar Gupta

Good afternoon, respected Chairman, Board of Directors fellow shareholders, my name is Manoj

Gupta. I am equity shareholder of The Bombay Burmah Trading Corporation. So first of all, I wish to God for your healthy and prosperous, safe long life. Because you are the man that will create a history in the Britannia, that Britannia has grown more than 300 times under your leadership after your acquisition under The Bombay Burmah Trading Corporation. So that all achievement goes to you that you have turned down the Britannia we small investors of the

Britannia has got so we expect that like Britannia, we will get return in The Bombay Burmah

Trading Corporation, under your leadership, but you are not coming to Calcutta from three years, we are waiting that you have assured in 2019 that in winter, I will come and I will be told all the people but we are missing you in Calcutta. But anyway, and thanks to our MD, who’s sitting near you, he has done a lot of thing for the company. Sir have you any plan to split the shares from Rs.2 to Rs.1, have you any plan to increase the market liquidity and market capitalization of The Bombay Burmah Trading Corporation. And I thank to the Company Secretary and his team for helping us to join this meeting through VC. On my one request, he has sent the physical copy of the balance sheet and sir, no reflection in the balance sheet and the market as per holding in Britannia by Bombay Burmah Trading Corporation. There is no reflection such type, that in the market and the balance sheet. So how the wealth of the shareholders will increase, wealth will be created of Bombay Burmah shareholders and employees. And sir what’s your future outlook of the business of Bombay Burmah, like as dental care, two years back dental care

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August 25, 2022 business was slow down to two COVID-19 and lockdown epidemic and now all medical colleges have start and dental clinics have started. So what’s your view in this regard, now because everyone wants to go for dental clinic. So what’s your view in this regard for dental business and have you any plan to mark down subsidiaries, because there is a lot of subsidiaries to save the tax and paperwork and the manpower. Have you any plan to reduce the number of subsidiaries in future. And unclaimed dividend before sent to the central government send a notice to the shareholders that they can collect their dividend from the company. And, I always remember Mr. Hirjee we have lost Mr. Hirjee two years back, we always thought he was the architect of this company and he has served, even that he was very, he was your friend, trusty, custodian and advisor, but we have lost everything we have lost only one Director, but he was very aggressive and very knowledgeable. We always remember Mr. Hirjee whenever we attend

Bombay Burmah AGM. And sir have you any view on out of plantation business of South India, will you continue or will you, I hope that plantation business there is such type of speculation in the market, because tea market is growing up as per your balance sheet, you are not getting return on average tea sale price as per balance sheet. You are getting an only 145 per kg, but average cost of even that in the South India tea is near about Rs.169 per kg average cost return of tea.

So, how you will see and what global impact of inflation, the raw material prices has gone up

20% to 30% of every raw material. So, how you face that challenge and we always want to see you in smile face because your smile face will reflect and bring the smile on the face of employees and the investor. And again, I request you to come to Calcutta and visit the city of joy. And we believe that you will bring some more investment in this region also under your umbrella, sir. Thank you, sir.

Management

Thank you Manoj.

Moderator

Thank you very much. We have the next question from the line of Ganesha Lakshman Shinoy.

May, I request the participants to restrict your questions or comments to three minutes, please.

Ganesha L. Shinoy

I am Ganesha Lakshman Shinoy, respected horrible Chairman, Shri Wadia, other dignitary on the Board and my fellow shareholders. Good afternoon to all of you. I received the annual report well in time, which is transparent, informative, and contains all the information’s as per corporate governance. I thank the Company Secretary and his team for the same. I should not forget to thank them once again, for reminding me of today’s meeting and giving me the link without which I wouldn’t be in a position to speak. Once again, thank you secretarial department sir. I’m grateful to the Chairman for giving this beautiful speech regarding the company in all parameters. Thank you, Chairman sir. I have a few questions. Question number one, how our company is planning for digital future. My next question is, what is the roadmap for five years.

My next question is, what is the CAPEX program for the next few years. Next is, do we come under the purview of GST if yes, what is the rate. My next question is, sir what results can we expect for the remaining quarter. I wish the company for a bright future and pray God that the profit of the company shall reach the peak in due course. Sir, I strongly and wholeheartedly support all the resolutions put forth into this meeting. Thank you, sir.

Management

Thank you.

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August 25, 2022

Moderator

Thank you. We have the next question from the line of Anil Parekh. May I request the participants to restrict your questions or comments to three minutes please.

Anil Parekh

Chandan sir good evening how is your health now, sir. I hope you are find and safe at your end and as always other Board members. Sir, now it is high time to have a physical meeting next year and kindly see to it that it should be taken as physical meetings. Sir, the results for the 2022 financial results are excellent as far as current situation is concerned, economic as well as global and we are doing fine as you see. I support all the good work you have done. Sir, my question is, you have a list of subsidiaries and associates but how you are able to manage and are all the subsidiaries are making profits or there are some companies who are making losses. Sir, also give your views on our Go Air associate company. How you’re going forward with Go Air. Sir,

I don’t have much more questions to ask you. Thank you for patient hearing sir. Thank you.

Management

Thank you.

Moderator

Thank you. We have the next question on an audio line. I now invite Mr. Bimal Kumar Agarwal to speak. May I request the participants to restrict your questions or comments to three minutes please.

Bimal Kumar Agarwal

Good evening to everyone. First of all I thank the Company Secretary and his team and sending me the link and also the Chorus people. At least if you can’t join through video they said through audio you can join, so I said do it through audio. And as already I had send email and I got the answer also. And this is a 157th AGM what is the land bank we got, and we may be having lots of land you might have bought at hardly, you might have not paid anything peanuts you might have bought the land. And what is the valuation of this land, our share price declined too much now. That’s all from me, thank you very much.

Management

Thank you.

Moderator

Thank you. I now invite Mr. Jaydip Bakshi to speak. May, I request the participants to restrict your questions or comments to three minutes please.

Jaydip Bakshi

Good afternoon Chairman and Board of Directors myself Jaydip Bakshi connecting from the city of Kolkata. Thanks to our Company Secretary, Mr. Sanjay for giving me an opportunity to express my views. Sir, you have nicely explained our company position, nothing to add on this.

What are the plans to combat this inflation and the global turmoil which is affecting each and every industry. Sir what is our future prospects of business overseeing this risk factors. And thanks once again for the dividend you have passed on Rs.1.20 in this difficult period. Sir, has the dispute been resolved in this Tamil Nadu tea estate land disputes and any advantage do we stand due to the disturbance in Sri Lanka or in our tea business. Thank you, sir, for giving me an opportunity and all stay safe sir. Thank you, sir.

Management

Thank you.

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Moderator

Thank you. We have the next question from the line of Ms. Smita Shah. May, I request the participants to restrict your questions or comments to three minutes please.

Smita Shah

Respected Chairman, Nusli, MD, Ness and other Directors I am Smita Shah from Mumbai.

Namaskar to all, firstly congratulations on the 157th AGM of The Bombay Burmah Trading

Corporation, after 3 year you will cross the century and after that you are moving to diamond jubilee and you have seen lot of ups and downs and you have faced difficult situations as well but you never dis-balanced and faced everything with strong will and hard work and handled the company and tried to increase the performance of our company with your good work. I increase your strength and all your Wadia Group companies like Britannia, Go First, Bombay Dyeing, et cetera are very famous in whole India. And all are progressing well so congratulations on that and I wish you continue the same with future and I wish God to keep you healthy. And with your our young and dynamic Mr. Ness is also hard working so our company will process more in future this is my complete faith on you and thank you to the whole team. From last three years we are connecting via VC in which we face lot of issues but our Company Secretary always gave us great service and solves our queries and he is quite hard working and I thank Mr. Sanjay for the same and his complete team too, also for following up with us to attend the calls and they have given us great service and thank you all. I wish to meet you face to face in next AGM so try keeping that physical and stay safe and stay healthy. I support all the resolutions and we have always supported you so today also we support your resolutions and in future also we will support you in the same way. So, I wish you all for all the festivals and thank you all. Please keep the line active Mr. Bharat Shah would like to talk. Thank you sir.

Management

Thank you.

Moderator

Thank you. We have the next question on the line of Satish Shah. May, I request the participants to kindly restrict your questions or comments to three minutes please.

Satish Shah

Respected Chairman sir, and other Directors my name is Satish Shah. You have explained very nicely in your Chairman speech about The Bombay Burmah Trading Corporation. Sir we got the balance sheet in time and it was colorful and informative. I thankful to the Company

Secretary and his team. Sir, we could connect on this call because of them as they called and confirmed if we got the link for the meeting and thank you for that. Sir, this year the performance was good and we have received good dividend too. So, I would like to know what is our company’s dividend policy and I support all the resolutions. Thank you very much.

Management

Thank you.

Moderator

Thank you. We have the next question from the line of Mr. Yusuf Yunus Rangwala. May, I request the participants to restrict your questions or comments to three minutes please.

Yusuf Yunus Rangwala

Sir Respected Dynamic Chairman and my fellow shareholders my name is Yusuf Rangwala. I would like to congratulate for the 157 years and thank you for such fantastic dividend, very handsome and color. The annual report was also nice and thank you for that, I want to know the

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The Bombay Burmah Trading Corporation, Limited

August 25, 2022 total number of stock, on page number two, what is our plan, and what is the position, what is the total number of staff, when was the last bonus given by you all. I support all the resolutions going forward. Thank you and nothing more to add. Why have you selected 25th August for the

AGM, it is quite difficult to join on such dates as there are lot of meetings today. Thank you very much.

Moderator

Thank you. That was the last question. I would now request Mr. Nusli Wadia to comment on the queries raised by the shareholders.

Nusli Wadia

We will send the replies as we have already said in the next two days or three days.

Moderator

Thank you sir. The next item on the agenda are resolutions. I would request Mr. Nusli Wadia,

Chairman to initiate the proceedings.

Nusli Wadia

In the notice there are seven resolutions to be passed. I authorized Sanjay Kumar Chowdhary,

Company Secretary to conduct the e-voting and conclude the meeting. I would like to thank all the members and Directors who have participated in the meeting. And with your consent, I and the other Board members would like to take leave and wish all members the best health, safety in the year ahead.

Sanjay Kumar Chowdhary

Good evening all shareholders and members. The business to be transacted are, item number one adoption of audited standalone and consolidated financial statements for FY21-22, along with the report of Board of Directors and auditors thereon.

Declaration of dividend for FY21-22.

To appoint a Director in place of Dr. Mrs. Minnie Bodhanwla, who retires by rotation in terms of Section 152(6) of the Companies Act 2013 and being eligible offers herself for reappointment.

Approval for appointment of branch auditors.

Ratification of remuneration payable to the cost auditors of the corporation for the financial year ending 31st March 2023.

Item number six, approval for continuation of holding of office of Non-Executive Independent

Directors of the corporation till the end of its term, that is 3rd February 2024 by Dr. Y.

S. P Thorat. He will be attaining the age of 75 years in the month of November 2022.

Approval for issue of redeemable non-convertible debentures of an amount up to Rs.300 crore.

The remote e-voting facility was provided by the corporation between Monday, 22nd August,

2022, 9:00 A.M. IST and 24th August, 2022, 5:00 P.M. IST. E-voting will be allowed to all those members present at the AGM who have not cast their votes through remote e-voting. The members may click on e-voting tab to cast their votes. The e-voting will be open for 30 minutes.

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The corporation has appointed Mr. Tushar Shridharani, practicing Company Secretaries,

Mumbai as the scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

Results of the e-voting will be announced on or before 27th August, 2022 and the same would be intimated to the stock exchanges and uploaded on the websites of the corporation and NSDL.

I would like to thank all the members and Directors who have participated in the meeting and co-operated with the corporation in ensuring the smooth conduct of this virtual AGM.

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