TRANSCRIPT OF THE 143RD ANNUAL GENERAL MEETING OF THE BOMBAY

DYEING AND MANUFACTURING COMPANY LTD. HELD ON FRIDAY, 8TH

SEPTEMBER, 2023 AT 3.30 P.M. THROUGH VIDEO CONFERENCE.

The following Directors were present:

 Mr. Nusli N. Wadia, Chairman

 Mr. Keki M. Elavia, Chairman of the Audit Committee
 Mr. Vinesh Kumar Jairath, Chairman of the Nomination and Remuneration
Committee
 Mr. Sunil S. Lalbhai, Chairman of the Stakeholders’ Relationship Committee
 Mr. Ness N. Wadia
 Dr. (Mrs.) Minnie Bodhanwala
 Mr. Rajesh Batra
 Mrs. Chandra Iyengar

Others present:

 Mr. Paresh H. Clerk from M/s Bansi S. Mehta & Co., Statutory Auditors
 Mr. P. N. Parikh, Mr. Mitesh Dhabliwala and Ms. Sarvari Shah from M/s
Parikh & Associates, Practicing Company Secretaries
 Mr. Dushyant Dave, from M/s D. C. Dave & Co., Cost Auditors
 Mr. Ravi Suriyanarayanan from M/s PKF Sridhar & Santhanam LLP, Internal
Auditors
 Mr. Rahul Anand, Manager
 Mr. Vinod Jain, Chief Financial Officer & Chief Risk Officer
 Mr. Rajnesh Datt, Chief Operating Officer - PSF
 Mr. Sanjive Arora, Company Secretary

Moderator:

Dear Shareholders, good afternoon and welcome to the 143rd Annual General
Meeting of The Bombay Dyeing and Manufacturing Company Limited through video
conference. We have with us in this meeting Mr. Nusli N. Wadia, Chairman,
Directors of the Company, Manager, Chief Operating Officer, Chief Financial Officer
and Company Secretary. We also have with us, representatives of the Statutory
Auditors, Cost Auditors, Secretarial Auditors and Scrutinizers of the Company.

For the smooth conduct of the meeting, the Members will be on mute mode during
the meeting. Audio and video will be enabled for those who have pre-registered with
the Company to speak during the AGM. Please note that, as per the requirements,
the proceedings of the Annual General Meeting will be recorded and made available
on the website of the Company. I now hand over the proceedings to Mr. Nusli N.
Wadia, Chairman of the Company. Over to you, Sir.
Chairman:

Thank you. I welcome all the Members to the 143rd AGM of the Company, being
conducted through Video Conference. Live streaming of this meeting is being
broadcast on the NSDL website. The Company Secretary has informed that the
Quorum of Members, as required under law, is present. The Company 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.

Notice of 143rd AGM and Annual Report for the Financial Year 2022-23 were sent by
e-mail to the Members whose e-mail address is registered with the Company or the
Depository Participants. Those members who have not registered their e-mail
address with the Company can access the Annual Report through the website of the
Company and NSDL. Since the Notice, Directors’ Report and Financial Statements
have already been circulated to members, I take these documents as read. There
are no comments or qualifications in the Report of the Statutory Auditors for the
Financial Year 2022-23 and then the Auditors’ Report is taken as read.

Moderator:

Thank you Sir. May I request the Chairman, to deliver his speech now. Over to you
Sir.

Chairman:

Thank you. On the occasion of the 143rd Annual General Meeting of The Bombay
Dyeing and Manufacturing Company Limited, I would like to extend a warm welcome
to all the Members joining this meeting. This meeting is held through Video
Conferencing as per circulars issued by the Ministry of Corporate Affairs and SEBI.
The virtual AGM is a progressive step as it allows Members to participate from
anywhere whether in India or abroad. Recovering from pandemic-induced
contraction, Russian-Ukraine conflict and inflation, the Indian economy is staging a
broad-based recovery across sectors, positioning to ascend to the pre-pandemic
growth. The country has transitioned to a modern economy, wherein it has become
more globally integrated and exports a fifth of its output. With more equitable income
distribution, better employment levels, and globally comparable social amenity
provision, India's per capita GDP may expand in the next 25 years as it did in the
previous 25 years. Your Company is poised to be a part of this growth story. I would
now like to brief you on division wise operational performances of the Company
during the year.

Bombay Realty, due to the buoyancy in the market and positive sentiments in the
industry, the Company has also demonstrated its abilities and has achieved high
sales numbers. The Company’s revenues from real estate activity has grown from
INR 431 crores in FY 2021-22 to INR 953 crores in FY 2022-23. This velocity of
sales was substantially higher than what was achieved in the past. The Company’s
land reserves can be monetized across various asset classes like commercial, retail,
residential, hospitality.

In the past, the Company had mainly focused on the construction of luxury
developments catering primarily to high-income groups. Going forward, its aim is to
provide quality homes to the mid and high end segment of the market with a focus
on efficient planning and suitable amenities. In 2040, real estate market will grow to
INR 77,000 crores from INR 14,000 crores in 2019. Real estate sector in India is
expected to reach US$ 1 trillion in market size by 2030, from the US$ 200 billion
from 2021 and contribute 13% … there's some noise here, I don't know what it is …
to the country’s GDP by 2025.

The Polyester Division achieved a turnover of INR 1,671 crores during the Financial
Year as compared to INR 1549 crores in the previous year, which is highest ever in
the history of PSF Division. The Division is continuing to pursue improved product
mix with higher percentage of value-added specialty products like black, optical white
and micro products to improve sales realizations and margins. New overseas
markets are being pursued, aiming to increase the customer base as well as
identifying new opportunities for increased export volume and revenue.

Polyester business performance has shown resilience during the current year
despite the impact of volatility in petrochemicals and crude oil prices. While the
margins were good in Q1 but it was under pressure in Q2 and Q3 of the year, the
volumes and margins substantially improved in Q4. With increasing demand from
non-woven and technical textiles, Company’s increased focus on specialty product,
exports and partial shift of demand out of China should continue to help
improvement in both volumes and profitability.

The Retail Division is achieving growth in revenue and profitability and is currently
operating with a lean cost business model and it has taken steps to reduce the credit
risk and increased the distribution. Though there has been improvement in the
sentiments and the future prospects, considering the loss and financial results of the
year of the Company for 22-23, the Company is unable to declare the dividend on
equity shares for the year. Consequently, no dividend would be payable on the 8%
Non-convertible Non-cumulative Preference Shares of INR 100 each for Financial
Year 2022-23.

On the board composition, we have the good fortune to be able to welcome a new
Director on the Board, that is Mrs. Chandra Iyengar. Further, on the completion of
tenure of Mr. Khurana as the Manager of the Company on 8th August, 2023, Mr.
Rahul Anand, CEO has been elevated as the Manager of the Company under
section 2(51), 2(53) and 203 of the Companies Act, 2013 for a period of two years
with effect from 9th August, 2023. The resolution for his appointment is proposed in
the AGM for the approval of members.

My sincere thanks to all the shareholders to continue have their trust and support to
us. It’s been a difficult year and we believe we shall soon overcome the difficulties.
Let me take this opportunity to wish you and your families a safe and healthier
tomorrow. Thank you.

Moderator:

Thank you, Sir. The next item on the Agenda is the Shareholders’ speech. Over to
you Chairman Sir.

Chairman:

We have received 33 requests within the stipulated time, to speak at the AGM. The
queries have been formally responded by the Company, where we have received
them. I therefore request the speakers to ask any other queries that they may have.
We will try and answer the additional queries if possible during the AGM. If not, we
will send out the replies with registered IDs, mails, emails and now therefore invite
speakers to share their views.

Moderator:

Thank you so much. Ladies and gentlemen, we now begin with the question and
answer session. May I request the participants to restrict their questions or
comments to three minutes please. We now invite our first speaker member, Mr.
Jaydip Bakshi to ask his question. Sir, you may kindly unmute your audio and video
and proceed.

Mr. Jaydip Bakshi:

Very good afternoon Chairman and Board of Directors. Myself Jaydip Bakshi
connecting from the city of Kolkata. Thanks to our company secretary, Sanjiveji for
the presenting a detailed annual report and giving me an opportunity to express my
views and also to the Secretarial Department including Mr. Sunil for keeping in touch
with us and also to the Veza team for conducting this video conference in a very
smooth manner. Sir, your initial presentation was very descriptive and detailed one
and talked about our present and future prospects of our Company.

Myself proud to be a part of our legacy Company and iconic brand with the deep-
rooted values, banking on the faith and trust of all the stakeholders in this Wadia
Group. Sir, the Bombay Realty has made it possible to provide desirable homes with
international standards and quality which we have the privileges residents can enjoy.
Sir, with the economic outlook on the positive side and consumer purchasing power
on the rise, that our real estate vertical will witness improved demand.

Sir what is our plans for the future? So we have made Axis Bank headquarters and
also ICC at Dadar East, any other tie up with our future projects in the coming years.
And our turnover has grown up by 31.8% and the polyester division also turnover of
1670 grows, with capacity utilization of 92%. It's a remarkable achievement and also
our retail business Home & You has shown a reckonable turnover on account of
consumer demand rise.

Congrats goes to all involved for bringing out this effort. Sir what are the steps we
are taking under the R&D purpose for further development? And kindly Sir, highlight
on the carbon neutrality program and nothing to add more. I have full faith in the
Company and trust and with your guidance, Sir, I wish our Company will come up
with much better results and create a better future and offer better value to all the
stakeholder.

Thank you and a happy festive greetings to all present in today's video conference.
Thank you and Namaskar.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Manoj Kumar
Gupta to ask his question. Sir you may kindly unmute your audio and video and
proceed with your question.

Mr. Manoj Kumar Gupta:

Good afternoon respected Chairman, Board of Directors, fellow shareholders, my

name is Manoj Gupta. I have joined this meeting from Calcutta. I also feel proud to
be part of Bombay Dyeing. And I also feel proud to be a shareholder under your
leadership. And I have a great respect and regards for you, that you are the people
to create the history.

And I hope that you will create the history in your legacy Company of Bombay
Dyeing, which is founded by your forefathers. So I believe that you will turn around
this Company at earliest to give return to the employees and the investors. We are
full of faith that Bombay Dyeing will come in back very soon under your leadership.
But one thing we...

Moderator:

Sir we are unable to hear you. Mr. Manoj Kumar. There seems to be a network
issue.

Mr. Manoj Kumar Gupta:

So, but from last 4 years we are missing to meet you in Calcutta and Mumbai. So,
make a plan to meet us Sir. And what is your future plan for the Mumbai related Sir.
And from last three four days there is speculation in WhatsApp and social media that
you are going to sale 18 acre land or piece of land of Wadia International Center to a
Japanese company. Is it right or wrong, sir? The Wadia International Center is
located in the prime heart of the city, and we request you to keep your headquarter
in that place, Sir, because that you are belongs to the Bombay Dyeing. And Sir, how
you will turn around this Company and when our linen business will restart on the
brand of Bombay Dyeing, we will find a showroom in different part of the country…

Moderator:

Mr. Manoj Kumar, we are unable to hear you again. There seems to be a
connectivity issue. We move to our next speaker member. Ms. Prakashini G Shenoy.

Mr. Manoj Kumar Gupta:

Sir, the moderator is raising some problem, but anyway, I will write the questions to
your company secretary and I believe that you will respond. And I wish to God to
give you more success with a prosperous and safe long life to achieve your goals
and take the Company on new heights. And I believe that you will meet us at earliest
when you come to India, Sir. Thank you, Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Ms. Prakashini G.
Shenoy, who had registered as a speaker shareholder but is not present in the
meeting. So we move to our next speaker member, Mr. S. B. Sastry. Sir, you may
kindly unmute your audio and video and proceed with your question. Sir, could you
accept the prompt in your screen?

Mr. S.V.R.B. Sastry

Okay, sir. Good afternoon, everybody. I have been a shareholder for the last 12
years. See this is 143rd year of the Company, but as far as wealth creation to
shareholders, it is negative return. You are having great wealth creator like Sunil
Lalbhai in the Board, but we shareholders we didn’t get any return, whereas we are
having huge value in the name of land bank and other things. In 2011 and ‘12 there
were media reports that you are having 10,000 acres land bank across the India. If
you Google that Bombay Dyeing 10,000 acres, you will get the media reports. We
waited so much time, we did not get any return. We had to sell the shares at a loss.
There are so many speculative news coming but you are not confirming.

There should be sustained value creation, sustained performance, but it is not

reflecting. What steps you are taking? Despite this ICC towers, your borrowings from
2013 to ‘14, in the year 2013-‘14 the borrowings are INR 1,435 crores. Despite this
ICC towers, the present borrowings are INR 3,642 crores. So what is the use of
constructing those towers?

My request is the AGM should be more detailed one, you should be able to answer
all the questions in the meeting itself so that we will have all the information right at
the present. So I request you to show sustained performance and create good value
for shareholders. Thank you very much.
Moderator:

Thank you so much. We now move to our next speaker member, Ms. H.S. Patel,
who had registered as a speaker shareholder but is currently not present in the
meeting. So we move to our next speaker member, Ms. Lekha Shah. Ma'am, you
may kindly unmute your audio and video and proceed with your question.

Ms. Lekha Shah:

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 thank our
company secretary and his team especially Sunilji for their performance and always
outstanding support for any queries. I find the report really useful with all information.
Sir, I am very grateful to our company's secretarial team. Thank you, Chairman Sir,
for explaining us well about the Company. Sir, I pray to God that he always shower
his blessings upon you. Sir, I strongly and wholeheartedly support all the resolutions
for today's meeting. Thank you, Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Gaurav
Liladhar Rozatkar, who has registered as a speaker shareholder but is not in the
meeting. We also have Mr. Rajendra Sheth who had registered as a speaker
shareholder but is not present in the meeting. So, we move to our next speaker
member Mr. Hasmukhlal T. Vora to ask his question. Sir, you may kindly accept the
prompt on your screen. Yes, sir, you may unmute your audio and video and proceed.

Mr. Hasmukhlal T Vora:

Yeah, thank you very much. Respected Chairman, other distinguished Directors and
my fellow shareholders. My name is Hasmukh Vora. I am a shareholder since last
more than 60 years. First of all, my sincere thanks to the secretary, Sanjive, Mr.
Sanjive Arora and his secretarial team. My also thanks to Mr. Bevin Peter for the
technical help, allowing me to join this meeting as a speaker.

Then coming to the accounts, I mean, the Company is now suffering from a very bad
patch because once upon a time, it was seen in glorious days, and now it is a bad
patch. I am not going to blame the going management for this bad patch, but we
have got full confidence and full support to the management and we have, we wish
them all the best and we wish that the management will bring us to the original
glorious days in shortly.

I am coming to the accounts. I find that the capital and resource are fully wiped off
and our net worth is negative to the extent of about INR 1,273 crores and which is
financed by borrowings. Our book value is also negative of 61.67 per share. Now my
specific queries on the accounts is as under. Our net worth is negative as for the
books. But what is our real practical net value worth for share? Means if we have to
consider the land and buildings, which we are able to sell, then what is our real
networth? Then secondly, presently our net worth is financed by borrowings. What is
the approximate rate of interest we now pay for these borrowings? Third is, how we
intend to come out of our present stage? Please explain in detail, when we expect to
gain our happy state of affairs. Four, one suggestion is that we could collect lot of
money through right shares as our capital now is too small. It is only INR 41.31
crores. And our face value is only INR 2 and market value is more than INR 100. So
we can collect substantial amount by way of rights issues. And even if it is said
around INR 80, it could wipe out the full negative net worth of INR 1,273 crores. So,
what is I mean, I would, if the Company comes out with this rights issue, we will
support this rights. It will be wonderful for the shareholders and all shareholders will
support the Company in such bad times. And one more suggestion is that we could
raise money through fixed deposits from shareholders and public. Then page 134,
inventories, there is an item real estate. It includes floor space index of INR 696.15
crores and it is the same one last year. Can you give the full details what is this FSI
of INR 696.15 crores and what is the realization value for this.

Lastly, I mean, one more thing. I mean, we are having this virtual meeting, I would
suggest that we have a physical meeting because many companies are having
physical meeting. Alternatively, you can have a small physical gathering of selected
group of shareholders. Lastly, thank you and all the best.

Moderator:

Thank you so much.

Mr. Hasmukhlal Vora:

Thank you.

Moderator:

We now move to our next speaker member, Mr. Rajesh K. Chainani to ask his
question.

Mr. Rajesh K Chainani:

Respected Chairman, Mr. Nusli Wadiaji, Ness Wadiaji and a very highly
distinguished and eminent Board of Directors, my fellow shareholders, I am Rajesh
Chainani speaking from Vile Parle, Mumbai. So, first of all I thank our Company
Secretary, Sanjive Aroraji for sending me the physical Annual Report copy very well
on time, which is full of knowledge, facts and figures in place. So page number 21,
the financial performance is well presented and page number 22, the 10 years
financial review is also very well presented in the report. A lot of my previous
shareholders have highlighted the things about the book values and net profit and
all, so I won't be repeating on that. Only thing is Sir, I am very much concerned about
my Company because it is a 143 years old Company and I am a very old
shareholder who has inherited the share from my parents. So, it's my sentiments
about the Company like I used to go to Ballard Estate to the showroom or like I used
to go to Girisons at Colaba. So, I would definitely hope my Company turns around,
comes out with whatever the bad phase we are going through, Sir. Sir, from the low
of 53 today, we are at 151 because there was a news of the land parcel and all,
which all the previous shareholders have said. So I just hope Sir we do our very best
to come out. And in all your other groups, Sir, the Britannia or National Peroxide,
Bombay Burmah, I have made really, all shareholders have made with very good
money Sir and I hope under your leadership and the eminent Board of Directors, you
will come out of this phase also. And Sir, regarding the GoAir also, I wish you all the
best that you come out of that stage also Sir.

With this, I support you all your resolutions. And Sir, Sunil Lalbhai is there, he is a
great personality Sir. So, he has really done a great thing. So, I just support all your
resolutions and Ness Wadia, I will be meeting him in National Peroxide Sir. Thank
you Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Mahesh Kumar
Bubna. Sir, you may kindly accept the prompt on your screen. Unmute your audio
and video and you may proceed.

Mr. Mahesh Kumar Bubna:

First of all, I give the congratulations to Mr. Chairman of the Company, Mr. Nusli
Wadia. He has with his dedicated effort, this Company is a very old Company, at
least 250 years, but we are celebrating this AGM, 143rd AGM. His father has started
this Company and it is a renowned, known Company in India in the textile market.
Their products are number one in the market. Quality, printing, everything, they are
having a very good product in the market. But I also congratulate to all the Board of
Directors, Managing Director, Company Secretary, CFO, other dignitaries on the
dais and my colleagues, members, they have joined this AGM with the collective
effort to have the good success of this AGM as well as highlight their views to the
management so that the Company can be able to achieve better result. But if you
see that for the last three years the Company's position is very bad and I have seen
from this annual report that the performance is not well and the administration of this
entire management is not well, it is not up to mark. If you see, I am coming from third
page, corporate information, there is lack of the classification of the Directors. Who is
the Executive Director, who is the Non-Executive Director, who is the Independent
Director, nothing has been mentioned. So it must be properly given. And if the
Company is incorporating this Manager, Chief Executive Officer, Chief Operating
Officer are they as per the, not they are the also Director of the Company but here
that separate designation and heading was given. So I will ask to your legal team
that why this was not properly mentioned over here. If you come to see that the
entire, this graph given over here not up to mark. If you see the revenue, total
revenue this year was enhanced but last three years, since last three years it was
enhanced due to the efforts but why this result that if it did this dividend, dividend
was skipped for last three years. So this good Company, well renowned Company in
the market. During the Covid time, not a single company in India has not paid a high
dividend. But why the situation of this Company was happened? Due to the lack of
management, due to the lack of working, due to the lack of mismanagement. But
what do you have to sir will do? He can only to access what the staff are doing, but
the staff must be faithful to the promoter as well as the shareholders.

It is, I will again tell you that in this Company also, nobody is picking the phone,
when I phone to Company Secretary in his mobile, he is not taking the phone.
Sometimes somebody told that he is in the meeting, sometimes say three, four
months after he is taking the phone at evening time and saying I am driving my car, it
is risky, the matter is finished. So, if the Company Secretary and other MD and
Secretary that are not come in interaction with the shareholders, how shareholder
have the impression in the market that how the management of this Company is
going on in the better position and better management and in the favor of the
shareholder. Wadia Sir is the 50% to 53% stakeholder in this Company. He is the
main sufferer. But what they will do? They are having nothing because it is in the
hands of the staff and workmen will do their dedicated effort in the factories, but the
top managerial person, they are not working properly.

If you see the financial position in the balance sheet and profit and loss account,
page number 106 and 107, if you see, the finance cost is one-fifth of your total
revenue. This year also and last year also, so one-fifth of the revenue will go to
finance cost and how the profit will come until unless there is a positive sign of the
balance of the from revenue to expenditure it will, it is in negative position. It is about
INR 500 crores minus and Company will not earning, if you see the balance sheet
part I am taking all these figures, your equity is INR 41 crores and your other equity
is in minus INR 1,314 crores. If you see the entire this liability from borrowing and
other liability it is about INR 3,642 crores and if you add the property side, this plant
and machinery, this inventories, cash and bank balance and this other this it will
come to INR 1,921 crores. If you minus from this borrowing, the deficit financing is
coming to INR 1,721 crores.

This Company, how this Company survives, I cannot able to understand, that is in a
total negative balance sheet. Then what will be the position in the market? The share
price come down, no dividends, shareholder will suffer. If a company want to
improve the condition of this Company's financial position, if company will come to
the market for further issue, then if any person will see this profit and loss account
and balance sheet, that is very difficult to infuse the money to improve this Company
situation or if you go to bank for taking loan, now Government of India is very strict
for the NPA of the banks, they will hesitate to give the loan.

So, first of all you change to all these executives that what they are doing sitting in
the office and what they are doing. If required you have to change all the
management staff.
Moderator:

Mr. Bubna, sorry to interrupt. This is the operator. Just requesting you if you could
kindly...

Mr. Mahesh Kumar Bubna:

Why operator? Two days back I warned you that Company Secretary and other staff
are not intimating to the shareholders that we are hiring third party, they will
approach you for your KYC, I have site certificate, video, etc. You know, nowadays
what is happening in the market?

Moderator:

Yes we have other speakers….

Mr. Mahesh Kumar Bubna:

Don't keep, don't recognize any third person without knowledge to you. Why they are
not sending information to shareholder that this agency is approaching to you for site
certification? And now they are insulting to the shareholder in this AGM. They are
having no right in the Company that allow the direct Constitution of India to offset to
the shareholder in this AGM. I am having my right as for the law to speak in this
AGM. Why they are disturbing? This has no statement. If you see, the operating...

Chairman:

Mr. Bubna you carry on, you continue, do not worry, continue.

Mr. Mahesh Kumar Bubna:

Okay, this operating activity has improved from the last year. It is shown from this
cash flow statement. This investing activity has also improved, but if you see the
financing activity is rather a very negative position INR 1,326 crores in minus and if
you add back all these three activities that will come to negative. If you compare last
year, this final position, last year it was positive but this time it is negative. Now there
is no Covid, so why this again come to the cash flow is in total negative? Because
due to the not proper planning, not proper this management, this Company's position
is come to this position. If this position will continue for two years, three years, this
will go for NCLT, it is my challenge to the all executives. So better they must have to
take this note very seriously so that the valuation of the shareholder must remain in
this Company. One thing I respect to the Wadia Sir, that is why you see my position,
I am not well, very badly, but I came here. Only three, four company’s AGM I
attended this year, one is Tata Steel, one is Ashok Leyland, third is Britannia, fourth
is this Bombay Dyeing. So, I am not well but you see to meet with this Wadia Group I
just come here in the AGM with my this so bad position of my health. For last one
year I am suffering in the bed rest. So take a note of it that shareholder will say
something that is the benefit of the entire organization, entire shareholders, even
promoter also.

So, if it will, I will not take much more time, I will not take much more time, I will not
go through all these things, but it is my humble request from the management that
how much Wadia Sir will see properly, individually? Why they had hired so highly
paid staff to see and run the Company? Until unless it will be properly mix
rearrangement of the management, this Company situation. I see this year this
annual report, I was very much fed-up and textile industry is so important that the
food, cloth, these are the, and housing these are the very, very important in the life.
Mostly all these textile industry is gone, Reliance also not having the good, their
showroom has been wiped out and readymade is started. DCM gone, I see in the lot
of company, Mafatlal gone, everything, this entire market, this showroom gone. At
least I heard from one of the staff, from your executive staff, that all this product will
be out from the showroom and all things will be closed down. So it is not better. I will
not finger the name, but it was said by your just reporter earlier that nothing will be in
the Bombay Dyeing. So it is not well. Your father, forefather has started this so well
reputed Company, cloth company having the well reputed product in the market.
First choice is Bombay Dyeing, so why this spoiling the goodwill of this Company,
which was established by forefathers. Growth demand is not less than earlier, it is
increasing, population is increasing, demand is increasing. So, it is my humble
request from the promoters to take care of this Company properly, so that it will be
re-established in profit making companies and I thank to the Wadia Sir that he has
joined. So I pray to the God to keep him well and we will have to properly discuss the
matters properly by face to face, line to line in the next AGM. Thank you all for
presenting. Thank you, Sir.

Chairman:

Thank you. I wish you speedy recovery.

Mahesh Kumar Bubna:

Okay, Sir.

Moderator:

Thank you so much. We now move to our speaker number three, Ms. Prakashini G.
Shenoy, who has just reconnected the meeting. Ma’am kindly unmute your audio
and video and you may proceed with your question.

Ms. Prakashini G Shenoy:

I am Prakashini Ganesha Shenoy from Bombay. Respected Honorable Chairman,

Mr. Wadiaji, other dignitaries from the Board, and my fellow shareholders, good
evening to all of you. I received the annual report well in time, which is transparent,
informative, knowledgeable, and contains all the information as per the corporate
governance. I thank the company secretary and his team for the same. I should not
forget to thank him once again for reminding me of today's meeting and giving me
the link to speak without which I would not be in a position to speak. Thank you once
again. Mr. Wadia has given a beautiful picture regarding the Company and its
working in all parameters. Thank you, Chairman, Sir. So I am glad to note that the
Company is doing better than last year in all parameters. Congratulations once
again. Sir, I humbly request the Chairman to please consider dividend at least for the
shareholders next year. And my request for factory visit. Last but not the least, I
request the Chairman to please continue with VC so that people all over the world
will have an opportunity to express their views. I wish the Company good luck 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 in
today's meeting. Thank you, Chairman, Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Sheetal
Shankar Bansal, to ask a question.

Ms. Sheetal Shankar Bansal:

Respected Chairman and Board of Directors. This is one important AGM. Sirji, this is
phenomenon like a Tata, Birla company, so why companies can't? I cannot
understand, why you are not showing the profit in the balance sheet? Why you are
doing like that for the shareholders? We cannot understand. And next question, I
already I got the email, I thank all the company's secretary and send the report
physical. I thank company secretary and also, I thank company secretary for giving
me this chance. Thank you so much, Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Kaushik
Shahukar, who had registered as a speaker shareholder but is not connected. So we
move to our next speaker member, Mr. Bimal Kumar Agrawal to ask his question. Sir
you may kindly accept the prompt on your screen. Dear members we will wait for a
moment while Mr. Bimal unmutes his audio and video.

Mr. Bimal Kumar Agrawal:

Yes, good evening to everyone. First of all, I thank the company secretarial team,
management staff and the shareholder. I have my question were already sent on my
email which I was, send them the question to the company secretary and I just want
to know the valuation of that building, two building. I just want to know the valuation
of that two building at Worli. That’s all from me. Thank you very much.
Moderator:

Thank you so much. We now move to our next speaker member, Ms. Smita Shah to
ask her question. Yes ma’am you may unmute your audio and video.

Ms. Smita Shah:

Honorable Chairman, Mr. Nusliji, Mr. Nessji and other present Directors, I would like
to extend a warm welcome to you all from Smita Shah from Bombay. First of all, I
would like to welcome Mrs. Chandraji Iyengar on the Board as a Director and also
wish her best of luck. First of all, I would like to thank the Company Secretary Mr.
Sanjive and his team, Savita, Sunil and his entire team. I would also like to thank for
sending me the report and the link. It is very excellent and super balance sheet. I
would also like to thank you for your good investor service. I also congratulate you,
Mr. Chairman, that you have well managed the Company and this is our 143rd AGM,
which is a Company that has been around for so many years in the market with good
reputation. It is a very good thing, Sir. It is something to be appreciated. And Sir, my
wish is always with you that you keep moving forward in the future, keep taking steps
of success and may God keep your health and well-being. This is my wish always
with you.

And Sir, you have not given the dividend this time and expecting next time we will
the get the dividend. I have faith in you and I fully support you. I have said before
that you have not arranged the visit for a long time, so please arrange the visit this
time after Diwali. And Sir, next year keep physical AGM. Now it is not necessary for
VC, Sir. And if people from outside also join, then do hybrid so that those who want
to come in physical, can also come in physical and the outsider can also join you. So
hybrid AGM should be done from the next year. And we could not meet since last
four years, Sir, we definitely like to meet you. And Sir, I have not seen the company
secretary, Sanjive for four years. So, I request to please meet us. Rest, Sir, I wish
you all the best in the coming days. May you always be happy with your good health.
And I thank you and I fully support you. Sir, keep it on, Bharat sir will now speak. Sir,
two minutes, Bharat sir wants to congratulate you.

Mr. Bharat M Shah:

Respected Chairman Wadia Sirji, and other respected Director. My name is Bharat
Shah. I have been your shareholder for years. I have been attending AGM for years.
I have no query. You are running a neutral Company. You have always taken care of
the shareholder. You have given a good return. I am very thankful. I am also grateful
to you. You have given a good dividend from time to time. If possible, I request you
to give a bonus for the coming year. I am also thankful to you for all the awards. Your
CSR activity is going on very well. I thank you for your humanitarian work. If there is
a future program of five years, do let me know. Do let me know the total number of
employees. I thank the company secretary, Mr. Sanjiveji and Ms. Savitaji. I thank the
entire team. They are giving the best investor service. They have sent us the link of
VC link and the report also. I would like to thank them for the best investor service.
Only one request to Mr. Sanjive, we have been trying to meet you for the past four
years face to face but we have not been able to meet you. We would like to meet
you. The service provided by the CS department is very good. Previous shareholder
have told about the plant visit. Please arrange for the plant visits. And Sir, we have
not met face to face for four years. So next time do meet face to face so that our
confidence will get increased. And Sir, do a hybrid meeting also so that people from
outside can also join. Rest Sir I wish you all the best for all the coming festivals. I
wish for your health and wealth and our Company good future prospect. I fully
support all the resolutions. Thank you very much. Jai Hind.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Anil Mehta to
ask his question. Sir you may kindly unmute audio and video.

Mr. Anil Mehta:

First question from our side is, what are the Company’s capex plan and present
utilization levels. Second question is that, what is the Company doing to improve the
shareholders relations? What step has the Board of Directors taken to ensure their
shareholders’ interests are protected? And the last question is that, Sir, what are the
major opportunities and challenges facing the Company? And how does the
management plan to respond? With this, we are supporting all the resolutions and
thanks to the secretarial department for their cooperative and co-team work and all
the best. Thank you very much, Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Satish Shah.
Sir, you may kindly accept the prompt on your screen, unmute your audio and video
and proceed.

Mr. Satish Shah:

Respected Mr. Chairman and other Directors. My name is Satish Shah. You have
explained very well about the Company in your Chairman speech. Bombay Dyeing is
a premium professional. Sir, this year's performance was good, but the Company's
business has gone down a little. So the business keeps going up and down Sir. And
I hope that the Company will come in profit and I expect we will definitely get a good
dividend. Whatever resolution you have put today, I fully support that. Rest, all the
best. Thank you. Thank you, Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Hariram
Chaudhary, to ask his question?
Mr. Hariram Chaudhary:

Sir, Chairman Shri Nusli Wadiaji and other Directors, my name is Hariram
Chaudhary. I am speaking from Santacruz, Mumbai. First of all, I convey my sincere
appreciation of the Secretary, Aroraji and other staff members, his team for helping
us in joining today's meeting. Now my suggestion is, Mr. Chairman, that we have the
hybrid system online as well as physical. If it is last thing to go ahead hybrid system,
I got a hybrid system in a company, other company where I am a Director, we have
the hybrid system. If it is hybrid, we can have two meetings together. We can also
join in the rainy season. If there are senior citizens of 80 years, they can also join. So
please have hybrid system only. So that will be two options available to all the
shareholders. Now about one suggestion is, there should be a dedicated mobile
number to the secretarial staff. We just now heard of a complaint that secretary's
number is never available. So we must have it, there is no expenditure, we can send
a message, we can send festival greetings also from time to time, in this way we can
remain in touch with the secretarial staff. I would also like to remain in touch with the
company secretary and therefore, I would request the company secretary to give me
his mobile number on my phone, for the throughout the year I will be sending the
festival greetings and I will remain in touch with you. So please give me your mobile
number. That is my request to you.

Now, please let us know, what are the latest technology we adopted. Have we
adopted AI intelligence? Kindly let us know. And as far as the company secretary is
concerned, for annual report, I give the compliment to Mr. Sanjive Arora and his
team for giving the informative annual report. My suggestion is this have Diwali get-
together of all those who are present today or at least speaker shareholder. So
please do it in the month of November, Diwali get together. Now my suggestion is
that moderators should announce the name, number of the speaker also that would
be helpful to us. As in now onward, the moderator can announce the number of the
speaker. Please let us know how much capital expenditure we did during the year
’22- ’23 and how much capital expenditure we will be doing during the years ’23- ‘24.
In many meeting I speak about CSR but here I will be unable to speak on this
subject about the plant visit. I support the request of my adjoining speaker and the
plant visit. With this, I conclude Wadiaji and attention of Mr. Sunil Lalbhaiji also. My
name is Hariram Chaudhary. Thank you.

Moderator:

Thank you so much. Let me now move to our next speaker member, Mr. Dinesh
Bhatia to ask his question. Sir, you may kindly unmute your audio and video and
proceed with your question.

Mr. Dinesh Gopaldas Bhatia:

First of all, Mr. Chairman, I would like to congratulate you and your entire team. You
are doing a great job, because of which, our share price is today we have a share of
INR 2, it is being quoted in the market at INR 152. This shows the importance of our
Company that a share of INR 2 is INR 152. The market also sees that although the
Company is incurring losses but it will continue to grow. This is what it is showing.
We see that in the last year, your finance team has reduced our borrowing a lot. The
non-current borrowing was INR 3,150 crores and compared to that we reduced it to
INR 2,690 crores. We reduced a good 20% of the borrowing in non-current and in
current also, we reduced the borrowing a lot. The last year borrowing was INR 1,292
crores and compared to that this time our current borrowing to INR 942.64 crores.
This is also reduced nearby 20%. We have reduced the amount of money around us.
This is why we feel that next year our finance cost will also be reflected. Because
today we see that in our balance sheet, we have been seeing for the last two years
that our finance cost is coming around INR 500 crores. Last year, our finance cost
was INR 524 crores. This time it is INR 522.95 crores. So, this is not because of the
loss in our finance cost. Because we are seeing that our net loss is INR 516 crores.
Last year it was INR 460 crores. If our finance cost reduces from INR 560 crores and
there is a difference in other expenses then we are sure that our Company will be
profitable again. We also see that your team and you, due to hard work, our last
revenue of INR 2,000 crores, compared to that, this time our revenue is INR 2,600
crores. 30% revenue has increased. But due to the cost of finance and a lot of
expenses, we have gone into a loss. So we just have this hope that this finance cost,
as many people have said, I don't want to repeat it. I just want to request that I was
told that, this is our Company’s 143rd AGM. So, the freehold land that we have, it is
shown in the balance sheet, we have a freehold land of INR 95.96 crores and our
building has been there for many years. It also has a freehold land of INR 52.44
crores. So, have you revalued it or not? So, it must have a lot of costs now. You are
more intelligent than me. You are more intelligent. Your finance team is also very
educated. So if possible, then what you do is, whatever property we do not use,
some property or some company, reduce it and our borrowing will get finish, due to
which our profit will be seen and your hard work also. I support you in every
resolution. Your secretarial team also takes care of shareholders like you. Your
secretarial team also requested us twice. They did it yesterday and once again. They
also asked us to come to our meeting. We feel very good that you care for the
shareholder. I support you in every resolution. The Company should move forward.
All the best. Thank you, Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Bharat Raj to
ask his question.

Mr. Kankanala Bharat Raj:

Yes, very good afternoon, Chairman, Board of Directors. Sir, I am happy shareholder
of Bombay Dyeing. Sir, wonderful, Sir. You are taking the initiations to revamp my
Company. Wonderful. Wonderfully you are still selling the stake. Sir, my question is
that in Bombay, Worli, you are selling the land for INR 5,000 crores for the Chinese
company. Please let me know how we are utilizing the funds, Sir? We expect any
interim dividend or special dividend. Please let me know.

Sir, our secretary department, Mr. Sanjive is always accessible, entire team. Sir,
once again, thanks for giving me this opportunity. My best wishes to you. Sir, in
future, can we expect the Bombay Dyeing product or Bombay Dyeing in India,
because slowly they are revamped and slowly, we are, our mills has been closed. So
what is your future plans? With the Bombay Dyeing material will be there in India and
in future we can see a Bombay Dyeing bed sheets, pillow covers, etc. Please let me
know because of Bombay, we are today because of the Bombay Dyeing brand only.
Sir, my request is don't continue the legacy of the mills or through any other third
party also, but the brand should not go Sir. My best wishes to you, all the best for the
coming years Sir. Take care Sir. God bless you all.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Kishor Ratlilal
Kachalia. He had registered as a speaker shareholder, but is currently not attending
the meeting. We also have Mr. Kirti Jayantilal Shah, Mr. Vinod Agarwal, Mr. Naresh
Ratlilal Kachalia who have registered as a speaker shareholder but have not
connected in the meeting. So we now move to our next speaker member, Mr. Sunil
Kumar Modak to ask his question.

Mr. Sunil Kumar Modak:

Respected Chairman, Mr. Nusli N. Wadia, other distinguished Board members,

company secretary, my fellow shareholders, myself Sunil Modak joining this VC from
my residence, Calcutta. This is our 143rd Annual General Meeting. I am proud to be
a member of legacy company, Bombay Dyeing and Manufacturing Company. But
Sir, our result is not up to the mark. In your inaugural speech, Mr. Chairman has
details pointed out that the Company's plan and program is worth value. Sir, I find
from the accounts that our revenue from the operation has increased in comparison
to last three years. It is good sign, but we are not in dividend base and also our
finance cost is one fifth of the, that is too high. Sir, please look into this so that
finance cost may reduce and we may get in dividend this soon. Other than I have
casted my e-voting and I have supported all the resolutions and hope under your
able guidance and control our Company will do better. Sir, consider for the plant visit
and consider for the memento for the speaker shareholders and also for the VC
meeting continue. If next year physical meeting is happening, please arrange hybrid
meeting also so that the members from all over the world can join this meeting. And
with this, I conclude. Thank you very much.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Shrikant
Jhawar, who had registered as a speaker shareholder but currently is not connected.
Mr. Kamal Kishore Jhawar had also registered as a speaker shareholder but is not
connected. So, we move to a new next speaker member, Ms. Vasudha Vikas
Dakwe, to ask her question.

Ms. Vasudha Vikas Dakwe:

Good afternoon respected Chairman Sir, Board of Directors and my fellow

shareholders. Myself Vasudha from Thane. I would like to congratulate our
Company's secretarial team for sending me the soft copy of the report well in
advance, which itself is clear and transparent. Most of the question was asked by my
previous shareholder. I will not take your much time. Only one question I would like
to ask. What is our attrition rate? Secondly, please highlight our foreign exchange
earnings is less than foreign exchange outgoing. With this, I support all the
resolution. Thank you very much and wish the Company all the best for coming
financial years and my best wishes for all the festivals coming during the month of
Shravan and Bhadrapad. Thank you very much, Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Lokesh Gupta
to ask his question.

Mr. Lokesh Gupta:

I am Lokesh Gupta from Delhi. I welcome all the Board members. Sir, I have been a
shareholder for a long time but this is the first time I am getting the opportunity to join
the Company because there is a VC meeting going on. Sir, I trust you. Time goes by
Sir. But I know you will do well. So our share price will be primary reflect and we will
get dividends. Sir, many previous shareholders have asked all the questions before
me. With the serial number is mine, nothing remains to be asked. Sir, only trust and
faith remains. Sir, people were also talking about the secretary. But I tried to talk with
the secretary, the number of times I tried to contact him, he was available every time.
Some shareholders said about a mobile number. I request that no one should be
provided a company secretary's mobile number. Sir, they also have a personal life. If
we do, we will not think about when we have to call. Rest Sir, we have faith, trust
whatever you do, you will do well. The Company's share price will be reflected. We
will definitely get a healthy dividend, Sir. Rest, do the meeting at this point, which I
am able to connect from Delhi. Sir, I am able to connect with the shareholder of pan
India. Then I will thank the secretary for giving me the opportunity to join this portal.
So, last Sir I will also tell my shareholder brothers to take care of the time because
there are shareholders behind them, they also have to keep their word. I am saying
this, but you should definitely take care of it. Otherwise, I have a small request. This
time, see how much time the shareholder has taken. If we keep them in the same
serial at the end of next year, they will also know, how much to say and how much to
keep their words. Thank you Sir.
Moderator:

Thank you so much. We now move to our next speaker member, Mr. Reddeppa
Gundluru to ask his question.

Mr. Reddeppa Gundluru:

Thank you so much for giving this opportunity Mr. Moderator, Mr. Chairman, Mr.
Wadia Sir and other Non-Executive Directors and also my Company's Secretary,
Sanjiveji and other whatever the Scrutinizers, Auditors and my fellow shareholders of
this video conference. Namaste Sir, my name is Reddeppa Gundluru from
Hyderabad. Sir, as a shareholder I'm very happy about the Company’s progress. In
your speech many news you have given. Thank you for that. Sir, as a requestor for
the Annual General Report in the short notice I immediately received from Company
Secretary Department. I felt very happy. Also I gone through the Annual Report from
first page, last page, Sir, there is a wonderful cover page and also entire information,
corporate information and financial information, everything is there. So a special
thanks to who is preparing Annual Report. It is very wonderful. A special kudos to
them. Now also I found that there is a wonderful corporate governance, Mr. Wadia
Sir. Sir, business comes back and forward. Our Company’s 143rd Annual General
Meeting is held so that’s why we love the Company. So, after that Corona has come,
textile business is not good so that’s why our expenditure is high and we have a trust
in your leadership, every shareholder is trusting on you and I also agree with them.
And recently one shareholder was talking from Delhi. I agree with him and we have
full faith in your Sir. Sir, financially also if you see revenue is increasing due to
expenditure so hopefully this financial year we will achieve dividend track. Sir, under
your leadership Wadia Sir, we have no doubt. So, there is a problem in retail, there is
a problem in policy, we can understand that. As a shareholder we can understand,
we are supporting, no issues.

Here, my question is, Sir, two years to five years, what is your vision for the
Company? And Sir, revenues are growing, so what steps are you taking to make the
growth profitable? And also, I am also from Hyderabad and I am interested to visit
the plant visit. So, I am also interested, Sir. If possible, please approve the plant visit,
Sir. And also the other shareholders land selling is also happening, Sir. How are we
going to utilize the funds? So, please tell us about that, Sir. Yes Sir, my Company
Secretary is always available because of corporate governance it is happening good.
So to run the corporate governance and to prepare the Annual Report there is a
wonderful team. I am getting everything in email. You don’t have to talk to me
personally and even Company phone numbers are there, so no need of personal
mobile numbers Mr. Wadia. I am very much thankful to Company Secretary, Mr.
Sanjive Arora sir and congratulations for the proceedings for smooth proceedings.
You are working for Company’s growth. If someone broke your heart I am
apologizing on their behalf. Sir please proceed further. I am very happy that first time
I am attending this Annual General Meeting from Hyderabad through VC. I felt very
happy. I have been watching Bombay Dyeing since my childhood. We love Bombay
Dyeing Company.
Sir, I have e-voted all the resolution, unanimously supported, Sir. And also, finally,
Sir, I am concluding. Thank you so much, Wadia Sir, for giving this opportunity. We
have trust on you, faith on you, under your leadership, in support of all the Board of
Directors. We will achieve many more higher milestones in financial ‘24, under your
leadership, Sir. So, that is the reason I wish good health to you, happiness to you
and also all the Board of Directors and also my hardworking employees Sir. So thank
you so much for giving this opportunity. Namaste, Jai Hind Sir.

Moderator:

Thank you so much. We now move to our next speaker member, Mr. Abhishek J to
ask his question. Sir you may kindly accept the prompt on your screen. Mr.
Abhishek, you may unmute your audio and you may proceed with your question.

Mr. Abhishek J:

So, my name is Abhishek, shareholder of the Company. My DPID is IN301637 my

client ID is 4135915. Sir first of all, I congratulate the management on the eve of
143rd Annual General Body Meeting. First of all, I trust all is well with you and your
family in this challenging situation. Our Company deserves much more respect than
the current market cap after completing more than a decade of successful
operations, profitability, dividend history and becoming one of the strongest brand in
our respective sectors. I know how our business has been impacted in the past three
years of this Covid time. The Corona virus and the subsequent lockdowns have left
virtually no industry untouched after the Covid. As of yet, how many employees are
there in our Company, Sir? I would also expect the management to kindly arrange a
plant visit for the investor fraternity to join so that someone, the shareholders can
come to know what our Company is into. Sir what are the steps being taken by the
management to improve the EPS, PE ratio, etc.? And what are the steps being taken
by the management to reduce the other expenses, legal professional charges and
the audit fee. So then myself and my team are running a legal firm in the name of
[inaudible speech] Associates. So, I would request the management to kindly enroll
our firm in the empanelment of the Company and we will be glad to extend our
services Sir. And since 2020, for the past three years, the management has not sent
us the discount coupons, which were very helpful for the investor fraternities that we
used to buy regularly Bombay Dyeing products, but because of the discount coupon,
most of the shareholders are getting distracted towards other brands and getting
attracted there. So, I would not want the Company or the shareholders to be in such
a point. So kindly start distributing the discount coupons even though Annual
Reports are not being sent, not circulated because of the Covid protocol for the past
four years, we are forced to meet virtually, but still try to send the dividend discount
coupons along with the dividend warrant or with any other separate courier, Sir. So
the investor fraternity was joined with all the shareholders, Sir. And nothing much to
ask, Sir. I wish to, I thank the Company Secretary and their entire team for sending
us the link well in advance and making this 143rd Annual General Body meeting a
grand success. I would request the management to kindly consider hybrid AGMs in
the years to come because most of the senior citizens are not able to join because of
the digital challenges in this virtual platform and physical hybrid AGMs will enable
local shareholders to join you physically and pan-India shareholders will join you
virtually. So kindly try to consider the same in the years to come.

I wish the Company and the Board of Directors a great success and prosperity in the
coming future. And thank you for giving the opportunity Sir. Hope to see you in the
physical AGM of next year. Thank you very much.

Moderator:

Thank you so much. We now move to our next speaker member, Ms. Celestine
Elizabeth Mascarenhas to ask a question. Yes, ma'am, you may kindly unmute your
audio and video.

Ms. Celestine Elizabeth Mascarenhas:

Thank you so much. Respected Chairman, Mr. Nusli Wadia, other members of the
Board, my fellow shareholders, I am Mrs. C E Mascarenhas, I'm speaking from
Mumbai. First, I thank the Company Secretary, Mr. Sanjive Arora and his team for
sending me Annual Report and also registering me as a speaker and also to the
platform for giving me this platform which is very cooperative and we can see both
audio and video. Now, I go to the working. Of course, this year working is not at all
that good, but I'm very proud. This Company, my Company is 143 years old. This
Company was there before I was born. So, it is a pride though may be this year it
was the returns, means PBT, PAT are in the negative and we are in operating loss.

My question is, when will we come out from these losses? And after the losses are
over, we have turned around, when will we get dividend? Now my queries. First one
is, have we done anything on the ESG front? Have we gone for rating? And if so,
what is our rating score? Next is, our PSF division doing well. Capacity utilization is
more than 92% against industry it is 80%. Any plan to increase the capacity because
we are nearly now going for 90. So, by putting another line or something like that,
could you just throw some light? My next question is, our Home & You is also doing
very well. How much of margin we enjoy in this Home & You? Next is, how much of
land bank we are having after the sale of what is already come in the news, how
much will remain afterwards? So could you throw some lights?

Now I come to a very important part, the unpaid dividends and shares being
transferred to the IEPF account along with the dividend. Sir my request is please see
that it does not go without letter to the holder, not email, because still many
shareholders are not savvy with the emails. And another is when we give for
demating our shares, we are not getting very much co-operation from the registrars.
Because what registrars saying that we are shareholders, so they go on returning,
they will listen to you, but not to us. So, please cooperate for us because we are
finding very, these are very old shares. So demating, we want to demat, we are
getting this hassle after even filling all that SR1, SR2, SR3, and then also we have.
So, please you help us out.

With this, I support all the resolution. I see my Bombay Dyeing will turn around and
though market cap is quite good. So, and then we will definitely come on the
dividend list. With this, thank you very much. Now, Mr. Mascarenhas, he also wants
to say.

Mr. Aloysius Mascarenhas:

Respected Chairman Sir, very distinguished members of the Board and my fellow
shareholders, good evening to you all. My name is Aloysius Mascarenhas. I am a
proud shareholder of this prestigious Company for a very long time. I have been
interacting for the AGMs which were done physically. Now my question is that I am
facing trouble in demating my shares and especially there is one share, which is
Bombay Burmah, which is in your group. Even though I have given all my KYC
papers, SR1, SR2, SR3, cancelled cheque, bank verification and all, it has come
back two times. Now it has come with a silly remark that your father's name is
required. It is already given in my PAN card, son of John Mascarenhas, and also my
Aadhaar card says my father is John Mascarenhas. In spite of that, it is still written. I
don't know what is going on. So kindly look in the matter. Other things my wife has
already talked about in detail, and other shareholders have put pertinent questions.
So I have nothing more to add. So I end my speech wishing you personally, all the
Board members and more importantly all the employees, all the very best. We are in
midst of a festive season so I wish each one of you a very happy festive season.
With this Sir, thank you very much for patient hearing. Thank you. God bless you and
our Company.

Moderator:

Thank you so much. That was the last speaker on the line. I would now request
Chairman to comment on the queries raised by the shareholders. Over to you, Sir.

Chairman:

We have noted all your queries and the management will be responding to all of you
within the next 72 hours or thereabout. So we hope that we'll answer all your
questions. We thank you for the time that you have provided us and for participating
in the AGM of the Company. I would like to conclude again by thanking our valued
shareholders and their support and goodwill.

Moderator:

Thank you, Sir. The next item on the agenda is resolution. I would request Chairman
of The Bombay Dyeing and Manufacturing Company Limited to initiate the
proceedings. Over to you, Sir.
Chairman:

As per the notice, there are five resolutions to be passed. I now authorize Sanjive
Arora, Company Secretary, to conduct the e-voting and conclude the meeting. I
would like to thank all the Directors, Auditors, members and officials who have
participated in the meeting. With your consent, I and the Board members would like
to take leave. Once again, thanking all the members for co-operation and continued
support for the Company's endeavors. Thank you.

Moderator:

Thank you, Sir. The Directors may now log out by pressing the leave button on the
screen. Mr. Sanjive Arora will conduct the proceedings of the meeting. Over to you
Sir.

Mr. Sanjive Arora:

Thank you. The business to be conducted are, Resolution No.1 - to receive, consider
and adopt (a) the audited standalone financial statement of the Company for the
financial year ended 31st March, 2023 together with the reports of Board of Directors
and the Auditors thereon; and item number (b), the audited consolidated financial
statement of the Company for the financial year ended 31st March, 2023, together
with the report of the auditors thereon.

Resolution No. 2 - to appoint a Director in place of Dr. (Mrs.) Minnie Bodhanwala

who retires by rotation in terms of section 152.6 of the Companies Act and being
eligible, offers herself for re-appointment.

Resolution No. 3 - to re-appoint M/s. Bansi S. Mehta & Co., Chartered Accountants
as the Statutory Auditors of the Company for a second term of five years.

Resolution No. 4 - the ratification of remuneration of Cost Auditors for the year
ending 31st March, 2024.

Resolution No. 5 - appointment of Mr. Rahul Anand as the Manager of the Company.

The remote e-voting facility was provided by the Company between Tuesday, 5 th
September, 2023 (9:00 AM IST) and Thursday, 7th September, 2023 (5:00 PM 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 the e-voting tab to
cast their votes. The e-voting will be open for 30 minutes.

The Company has appointed M/s. Parikh & Associates, 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 not later than two working days of
conclusion of the AGM and the same would be intimated to the Stock Exchanges
and uploaded on the websites of the Company and NSDL.

I would like to thank all the members, Directors, Auditors and officials who have
participated in the meeting and co-operated with the Company in ensuring the
smooth conduct of this virtual AGM. Thank you.