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Integrated report Statutory reportS FInancIal StatementS
Board's Report

We have also examined compliance with the applicable clauses of global Beverages limited) (‘tCpl’) and the Company and their
the following: respective shareholders and creditors (‘the Scheme’) for the
(i) Secretarial Standards issued by the Institute of Company demerger of the Consumer products Business (‘CpB’) of the
Secretaries of India with respect to Board and general Company to tCpl. the Members of the Company approved
Meetings. the Scheme on october 30, 2019 by a requisite majority. the
national Company law tribunal (‘nClt’), Mumbai and nClt
(ii) the listing agreements entered into by the Company Kolkata, sanctioned the Scheme on January 10, 2020 and
with BSe limited and the national Stock exchange of January 8, 2020 respectively. the Scheme became effective
India limited read with the SeBI (listing obligations and on February 7, 2020 upon filing of the certified copies of the
disclosure requirements) regulations, 2015. nClt orders sanctioning the Scheme with the respective
jurisdictional registrar of Companies. the appointed date
during the period under review, the Company has complied with under the Scheme is april 1, 2019.
the provisions of the act, rules, regulations, guidelines, Standards
etc. mentioned above. 2. the Board of directors of the Company at their meeting
held on March 22, 2019 approved the Scheme of Merger by
We further report that:
absorption of Bio energy Venture-1 (Mauritius) pvt. ltd., a
the Board of directors of the Company is duly constituted with wholly owned subsidiary of the Company, by the Company
proper balance of executive directors, non-executive directors (‘Scheme’). the nClt Mumbai Bench, on april 23, 2020,
and Independent directors. the changes in the composition of the sanctioned the Scheme, with an appointed date of april 1,
Board of directors that took place during the period under review 2019. the Scheme is subject to the approval of the regulatory
were carried out in compliance with the provisions of the act. authorities at Mauritius and will be made effective upon filing
of the certified copy of the nClt order with the registrar of
adequate notice was given to all directors to schedule the Board Companies, Maharashtra.
Meetings, agenda and detailed notes on agenda were sent at
least seven days in advance for meetings other than those held 3. during the year, the Company has redeemed its unsecured
at shorter notice, and a system exists for seeking and obtaining non-Convertible debentures (nCds) of ` 250 crore (Face
further information and clarifications on the agenda items before Value ` 10 lakhs per debenture) with coupon rate of 10.00%
the meeting and for meaningful participation at the meeting. p.a. by making full and timely payment of the principal
amount along with its interest on July 2, 2019. accordingly,
decisions at the Board Meetings were taken unanimously.
the Company has ceased to be listed on the debt segment
We further report that there are adequate systems and processes of the Stock exchanges and complied with the requirements
in the Company commensurate with the size and operations of in this regard.
the Company to monitor and ensure compliance with applicable
laws, rules, regulations, guidelines etc. For Parikh & Associates
Company Secretaries
We further report that during the audit period, the Company had
following events which had bearing on the Company’s affairs in P. N. Parikh
pursuance of the above referred laws, rules, regulations, guidelines, Partner
standards etc.: FCS No: 327 CP No: 1228
Mumbai, May 15, 2020 UDIN: F000327B000243955
1. the Board of directors of the Company at their meeting
held on May 15, 2019 approved the Scheme of arrangement This Report is to be read with our letter of even date which is annexed
amongst tata Consumer products limited (formerly tata as Annexure A and forms an integral part of this report.

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