Akzo Nobel India : AGM 2023 Notice

NOTICE OF ANNUAL GENERAL MEETING

Akzo Nobel India Limited

CIN: L24292WB1954PLC021516

Tel: [phone] Fax:[phone]

Website:www.akzonobel.co.in Email: [e-mail]

Notice is hereby given that the 69th Annual General Meeting ('AGM') of the Members of Akzo Nobel India Limited will be held on Thursday, 3 August 2023 at 1430 hours through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM') to transact the following business:

Ordinary Business

1. To receive, consider and adopt the audited financial statements (standalone and consolidated) for the financial year ended 31 March 2023 and the reports of the Directors and Auditors thereon.
2. To confirm interim Dividend as declared and paid during financial year 2022-2023 and to declare final Dividend on equity shares for the financial year ended 31 March 2023.
3. To appoint a Director in place of Mr Krishna Rallapalli (DIN 03384607) who retires by rotation and being eligible, offers himself for re-appointment.

Special Business

4. To consider re-appointment of Mr Hemant Sahai (DIN 00088238) as an Independent Director and, if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED that pursuant to the provisions of Sections 149, 150, 152, Schedule IV and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) ('the Act') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Mr Hemant Sahai (DIN 00088238), Independent Director of the Company who has submitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations and who is eligible for re-appointment, be and is hereby re-appointed as an Independent Director of the Company to hold office for

a second term of three consecutive years with effect from 3 August 2023 to 2 August 2026 and he shall not be liable to retire by rotation."

"RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the above resolution."

5. To consider ratification of remuneration to M/s Chandra Wadhwa & Co., Cost Auditors, holding registration number 00239 allotted by the Institute of Cost Accountants of India and, if thought fit, to pass the following resolution(s) as ordinary resolutions:

"RESOLVED that pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory amendment or modification

or re-enactment thereof, for the time being in force), the remuneration of H0.66 million, plus applicable taxes and reimbursement of out-of-pocket expenses at actuals, if any, incurred in connection with the audit, to M/s Chandra Wadhwa & Co., Practicing Cost Accountants, holding registration number 00239 allotted by the Institute of Cost Accountants of India, appointed as the Cost Auditors of the Company for the year 2023-24 by the Board of Directors, be and is hereby ratified."

"RESOLVED FURTHER that the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, desirable, proper or expedient for the purpose of giving effect to the above resolution."

	By order of the Board
	for Akzo Nobel India Limited
	Harshi Rastogi
23 May 2023	Company Secretary
Gurugram	ACS 13642
Registered office:
8-B, Middleton Street
Kolkata 700 071

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Notes

1. The Ministry of Corporate Affairs, Government of India (the "MCA") vide its General Circulars No. 14/2020, 17/2020, 20/2020 , 02/2021, 2/2022 and 10/2022 dated 8 April 2020, 13 April 2020, 5 May 2020, 13 January 2021,
   5 May 2022 and 28 December 2022 respectively (hereinafter, collectively referred as the "MCA Circulars") read with the SEBI Circulars No. SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11, SEBI/HO/CFD/ CMD2/CIR/P/2022/62 and SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated 12 May 2020, 15 January 2021,
   13 May 2022 and 5 January 2023 respectively (hereinafter, collectively referred as the 'SEBI Circulars' and together with the MCA Circulars referred as the 'Circulars') has allowed companies to conduct their annual general meetings through Video Conferencing ('VC') or Other Audio Visual Means ('OAVM'), thereby, dispensing with the requirement of physical attendance of the members at their AGMs and accordingly, the 69th Annual General Meeting (the 'AGM'
   or the '69th AGM' or the 'Meeting') of Akzo Nobel India Limited (the 'Company') will be held through VC or OAVM in compliance with the Circulars, the relevant provisions of the Companies Act, 2013 (as amended) and the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended). The venue of the meeting shall be deemed to be the Registered office of the Company.
2. The Members can join the AGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice.
3. Attendance of the Members participating in the AGM through VC/OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
4. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company Circulars, since this AGM is being held, pursuant to the MCA and SEBI through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by members will not be available for this meeting and hence the proxy form and attendance slip are not annexed to this Notice. However, in pursuance of Section 112 and Section 113 of the Act, representatives of the Institutional Members may be appointed for the purpose of voting through remote e-Voting, for participation in the AGM through VC/ OAVM facility and e-Voting during the AGM.
5. Explanatory statement pursuant to Section 102 of the Act in respect of items covered under Special Business is annexed hereto. Information under Regulation 26(4) and 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as required under Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors proposed to be re-appointed at this AGM is also annexed to this Notice.

Notice

1. Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice.
2. The Register of Members and Share Transfer books of the Company will remain closed from 28 July 2023 to 3 August 2023 (both days inclusive).
3. As per the provisions of Section 72 of the Act, the facility for making nomination is available to the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting the prescribed Form. Members are requested to submit the said details to their DP in case the shares are held in electronic form and to the RTA in case the shares are held in physical form.
4. Members who wish to obtain any information on the

Company or the financial statements may visit the Company's website: www.akzonobel.co.in or may send their queries at least 10 days before the date of the Meeting to the Company through an email at investor.india@akzonobel. com.

1. Registration of email id for obtaining Annual Report and registration of PAN for appropriate deduction of TDS:
   Members who are yet to register their email id or their PAN are requested to send a request to the Registrar at rta@ cbmsl.com quoting Folio Number alongwith a scanned copy of the share certificate (front and back), self attested scanned copy of PAN card and Aadhaar Card (in case of shares held in physical form) and to their DP (in case of shares held in demat form) at the earliest.
2. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice of the AGM and the Explanatory Statement shall be open for inspection without any fee at the Registered Office of the Company between 10 am to 12 noon on all working days, except Saturday, upto and including the date of the AGM of the Company. Members are requested to email a request for inspection of documents at investor.india@akzonobel. com so that necessary arrangements can be made for online inspection.
3. Pursuant to section 108 of the Act, read with the Companies (Management and Administration) Rules 2014, the Company is pleased to offer e-voting facility to the members to cast their votes electronically on all resolutions set forth in this Notice. For this purpose, the Company has entered into
   an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system during the e-voting period as well as venue voting on the date of the AGM will be provided by NSDL.

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1. The meeting has been convened and will be conducted in terms of MCA Circulars and hence there will be facility of e-voting to the members attending the meeting through video conferencing provided they have not voted earlier through remote e-voting. The process of e-voting in this connection is given hereinafter.
2. The electronic copies of the Notice for this Meeting and Annual Report for the financial year 2022-23 will be sent to all the shareholders whose email addresses are registered with the Company/Depository Participant(s) ('DP'). The Notice of the 69th AGM and Annual Report for the financial year 2022-23 will also be made available on the Company's website www.akzonobel.co.in, on the website of Stock Exchanges where the equity shares of the Company are listed, BSE Limited at www.bseindia.com, National Stock Exchange of India Limited at www.nseindia.com and on the website of National Securities Depository Limited at www. evoting.nsdl.com.
3. Dividend Related Information
4. 1. The Board of Directors of the Company at their meeting held on 23 May, 2023 have, inter alia, approved and recommended payment of final dividend of H40 (Rupees forty only) per equity share of the face value of H10 (Rupees ten) each for the financial year ended 31st March, 2023, subject to approval of the members at the ensuing AGM.
   2. Final Dividend, if approved at the Meeting, will be paid on or around 24 August 2023 by means of direct bank credit or dividend warrants:
   3. 1. In respect of shares held in electronic form, to the beneficial owners of shares as on 27 July 2023 as per the downloads furnished to the Company by the depositories for this purpose;
      2. In respect of shares held in physical form, to those members whose names appear on the Company's Register of Members as on 27 July 2023.
   4. As per SEBI Regulations, dividend is required to be credited to shareholders using any of the electronic modes of payment approved by the Reserve Bank of India, wherever the requisite details/mandates have been provided by the Members. Members who are yet to provide their bank details are requested to send the details of their bank account (account number, bank name, bank address, MICR Code and IFS Code) to their Depository Participants ("DP") in case of shares held
      in dematerialized form or to the Registrar and Transfer Agent ("RTA") in case of shares held in physical form at the earliest.
   5. Pursuant to the provisions of section 124 of the Act, dividend which remains unpaid or unclaimed for a period of 7 years will be transferred to the Investor Education and Protection Fund. Shareholders who have not encashed the dividend warrants so far, for the financial year ended 31 March 2016 or any subsequent

financial years, are requested to send un-encashed dividend warrants to the RTA for necessary action. Separate intimations have been sent to those Members whose dividend warrants remain outstanding as on 31 March 2023.

Further, pursuant to Investor Education & Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all shares in respect of which dividend has remained unpaid or unclaimed for 7 consecutive years are liable to be transferred to the IEPF Authority.

Once the aforesaid shares/dividend are transferred to IEPF, the concerned shareholders can claim the same by making an application in the prescribed form and manner to the IEPF Authority.

1. TDS on Dividend

Members may note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after 01 April, 2020 shall be taxable in the hands of the shareholders and the Company shall be required to deduct tax at source ('TDS') at the prescribed rates from the dividend to be paid to shareholders. In order to enable the Company to determine the appropriate TDS rate as applicable. Members are requested to submit the documents in accordance with the provisions of the Income Tax Act, 1961, as detailed below:

1. For Resident Shareholders

1. Resident Individual

1. TDS is required to be deducted at the rate of 10% under Section 194 of the Act.
   Rate of TDS @10% under section 194 of the Act is subject to provisions of section 206AB of Act which provides for TDS in respect of non-filers of income-tax return. As provided in section 206AB, tax is required to be deducted at the highest of following rates in case of payments to specified persons:
2. • at twice the rate specified in the relevant provision of the Act; or
   • at twice the rate or rates in force; or
   • at the rate of 5%.

As per Central Board of Direct Taxes vide Circular No. 11 of 2021 dated 21st June 2021, for determining TDS rate on Dividend, the Company will be using functionality of the Income-tax department to determine the applicability of Section 206AB of the Act.

Your PAN number which would be available in the database of the RTA/ Depository as on the record date will be considered by the Company for the purpose of tax deduction at source and the relevant tax compliances. The specified person who has not

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submitted PAN and/or has not filed the income-tax returns; the tax shall be deducted at the higher of the two rates prescribed in Section 206AA and Section 206AB of the Act.

1. In case the dividend is not exceeding H5,000 in a fiscal year to resident individual shareholder then no tax will be deducted from the dividend. If any resident individual shareholder is in receipt of Dividend exceeding H5,000 in a fiscal year, entire dividend will be subject to applicable rate of tax.
2. No TDS is required to be deducted on furnishing of valid Form 15G (for individuals, with no tax liability on total income and income not exceeding maximum amount which is not chargeable to tax) or Form 15H (for individual above the age of 60 years with no tax liability on total income).
3. TDS is required to be deducted at the rate of 20% under Section 206AA of the Act, if valid PAN of the shareholder is not available.*
4. TDS is required to be deducted at the rate prescribed in the lower tax withholding certificate issued under Section 197 of the Act, if such valid certificate is provided.

• If the PAN is not as per the database of the Income-tax Portal, it would be considered as an invalid PAN. Further, as per the Notification of Central Board of Direct Taxes, individual shareholders are requested to link their Aadhaar number with PAN by 30th June 2023 and file your income tax return to avoid deduction of tax at higher rates.

2 Resident Non-Individual:

No tax shall be deducted on the dividend payable to the following resident non-individuals where they provide details and documents as follows:

• Insurance Companies: Self declaration that it has full beneficial interest with respect to the Ordinary Shares owned by it along with self-attested copy of PAN card and registration certificate issued by IRDA. Self-declaration to include that you are an Insurance company as defined under the second proviso to section 194 of the Act.
• Mutual Funds: Self-declaration that they are specified in Section 10 (23D) of the Income Tax Act, 1961 along with self-attested copy of PAN card and registration certificate.
• Alternative Investment Fund established in India (AIF): Self-declaration that its income is exempt under Section 10 (23FBA) and clause (a) of Explanation 1 to Section 115UB of the Indian Income-tax Act, 1961 [covered by Notification No. 51/2015 dated June 25, 2015] and they are governed by SEBI regulations as Category I or Category II AIF along with self-attested copy of the PAN card and SEBI registration certificate.

Notice

• Recognized Provident Fund: No TDS is required to be deducted as per Circular No.18/2017, subject to specified conditions. Self-attested copy of a valid order from Commissioner under Rule 3 of Part A of Fourth Schedule to the Act, or self-attested valid documentary evidence (e.g. relevant copy of registration, notification, order, etc.) in support of the provident fund being established under a scheme framed under the Employees' Provident Funds Act, 1952 needs to be submitted.
• Approved Superannuation Fund: No TDS is required to be deducted as per Circular No.18/2017, subject to specified conditions. Self-attested copy of valid approval granted by Commissioner under Rule 2 of Part B of Fourth Schedule to the Act needs to be submitted.
• Approved Gratuity Fund: No TDS is required to be deducted as per Circular No.18/2017, subject to specified conditions. Self- attested copy of valid approval granted by Commissioner under Rule 2 of Part C of Fourth Schedule to the Act needs to be submitted.
• New Pension System Trust: Self-declaration registration certificate /declaration that you qualify as NPS Trust for the purpose of section 197A(1E) of the act, and that your income is eligible for exemption under section 10(44) of the act along with self-attested copy of documentary evidence supporting the exemption and self-attested copy of PAN card.
• Government: Documentary evidence and self- declaration that it is a Corporation set up under

specific legislation whose income is exempt from any income-tax and can be considered as a 'Government' and qualify for exemption under section 196 of the Act.

• Other Non-Individual shareholders: Self-attested copy of documentary evidence supporting the exemption along with self-attested copy of PAN card.

In case, shareholders (both individuals or non- individuals) provide certificate under Section 197 of the Income Tax Act, 1961, for lower / NIL withholding of taxes, rate specified in the said certificate shall be considered, on submission of self-attested copy of the certificate.

1. For Non-resident Shareholders

1. Taxes are required to be withheld in accordance with the provisions of Section 195 of the Income Tax Act, 1961, as per the rates as applicable. As per the relevant provisions of the Act, the withholding tax shall be at the rate of 20% (plus applicable surcharge and cess) on the amount of dividend payable to them. Further, in case

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you are identified as a "Specified Person" under section 206AB then we request you to submit self-declaration for not having permanent establishment in India as per tax law so that tax can be deducted as per the applicable provisions of Income Tax Act, 1961. In case, non-resident shareholders provide a certificate issued under Section 197/195 of the Income Tax Act, 1961, for lower/ Nil withholding of taxes, rate specified in the said certificate shall be considered, on submission of self- attested copy of the certificate.

1. Further, as per Section 90 of the Income Tax Act, 1961 the non-resident shareholder has the option to be governed by the provisions of the Double Tax Avoidance Treaty between India and the country of tax residence of the shareholder, if they are more beneficial to them. For this purpose, i.e. to avail Tax Treaty benefits, the non-resident shareholders are required to provide the following:
2. • Self-attestedcopy of the PAN Card allotted by the Indian Income Tax authorities.
   • Self-attestedcopy of Tax Residency Certificate (TRC) (for the period April 2023 to March 2024) obtained from the tax authorities of the country of which the shareholder is a resident.
   • Electronic Form 10F as per notification No. 03/2022 dated 16th July 2022 from the Central Board of Direct Tax.
   • Self-declarationto be provided under Rule 37BC(2) of the Income Tax Rules, 1962.
   • Self-declarationby the non-resident shareholder of having no Permanent Establishment in India in accordance with the applicable Tax Treaty and Beneficial ownership of the shares (for the period April 2023 to March 2024) by the non-resident shareholder.

Kindly note that the Company is not obligated to apply beneficial tax treaty rates at the time of tax deduction

1. / withholding on dividend amounts. Application of beneficial rate of tax treaty for the purpose of withholding taxes shall depend upon completeness and satisfactory review by the Company of the documents submitted by the non-resident shareholder.

2. In case of Foreign Institutional Investors (FII) and Foreign Portfolio Investors (FPI), taxes shall be withheld at 20% plus applicable surcharge and cess in accordance with provisions of Section 196D of the Income Tax Act, 1961.
   Kindly note that the aforementioned documents are required to be emailed to [e-mail] on or before Friday, 28 July 2023 in order to enable the Company to

determine and deduct appropriate TDS / withholding tax. No communication on the tax determination / deduction shall be entertained post Friday, 28 July,

2023. It may be further noted that in case the tax on said dividend is deducted at a higher rate in absence of receipt of the aforementioned details / documents from you, there would still be an option available with you to file the return of income and claim an appropriate refund from the tax authorities, if eligible.

We shall arrange to email the soft copy of TDS certificate to you at your registered email ID/address in due course, post payment of the said dividend.

1. The shareholders will be attending the meeting through video conferencing and the detailed procedure in this regard is given hereinafter:
   E-Voting Instructions for remote e-voting
2. 1. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed to be considered at the Annual General Meeting by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the Annual General Meeting ("remote e-voting") will be provided by National Securities Depository Limited ('NSDL').
   2. The members who have cast their vote by remote e-voting prior to the Annual General Meeting shall not be entitled to cast their vote again through the e-voting facility during the meeting. If a member casts vote(s) by both modes, then voting done through remote e-voting shall prevail and vote(s) cast at the Meeting shall be treated as "INVALID"
   3. The remote e-voting period commences on 31 July 2023 (9 am) and ends on 2 August 2023 (5 pm). During this period, members of the Company, holding shares either in physical form or in dematerialized form as on the cut-off date of 27 July 2023, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.
   4. How do I vote electronically using NSDL e-Voting system?
      The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

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