ARTSON LIMITED — AGM Information 2023

Aug 17, 2023

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ARTSON ENGINEERING LIMITED

17[th] August 2023

Corporate Relationship Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400001, Maharashtra

Dear Sir/ Madam,

Sub: Gist of proceedings of the 44[th] Annual General Meeting of the Company held on 17[th] August 2023

Ref: Security Code No. 522134

Pursuant to Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the gist of proceedings of the 44[th] Annual General Meeting of the Company held on Thursday, 17[th] August 2023 at 15:00 Hrs. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means(“OAVM”) is enclosed.

This is for your information and record.

For Artson Engineering Limited

DEEPAK TIBREWAL TIBREWAL Deepak Tibrewal Company Secretary FCS 8925

Digitally signed by DEEPAK TIBREWAL DN: c=IN, o=Personal, postalCode=500048, st=Telangana, serialNumber=B0F4393496F9FF53B09408278474876C2CC 4460E971080A052F40F2F916B8176, cn=DEEPAK TIBREWAL Date: 2023.08.17 16:53:39 +05'30'

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2[nd] Floor, One Boulevard, Lake Boulevard Road, Hiranandani Business Park, Powai, Mumbai – 76, MH, India Tel: +91 22 6625 5600; Email : investors@artson.net; CIN : L27290MH1978PLC020644; www .artson.net

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ARTSON ENGINEERING LIMITED

GIST OF PROCEEDINGS OF 44[th] ANNUAL GENERAL MEETING OF ARTSON ENGINEERING LIMITED (“THE COMPANY”)

The 44[th] Annual General Meeting (AGM) of the Company was held on 17[th] August 2023 at 15:00 Hrs. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”). The Company, while conducting the meeting, adhered to the Ministry of Corporate Affairs (MCA) Circular dated 13[th] April 2020, 8[th] April 2020, 28[th] December 2022, 5[th] May 2022, 14[th] December 2021, 13[th] January 2021 and 5[th] May 2020, Securities and Exchange Board of India (SEBI) Circular dated 13[th] May 2022, 15[th] January 2021 and vide Circular No. dated 12[th] May 2020.

The Company Secretary welcomed the members to the meeting and explained them the procedural / technical points relating to the participation at the meeting through VC.

Mr. Vinayak Pai, Chairman of the Company chaired the meeting. The requisite quorum being present, the Chairman called the meeting to order.

It was informed that the registers as required under the Companies Act, 2013 were made available for inspection upon request through e-copy / access. Since there was no physical attendance of members and in compliance with the Circulars issued by the MCA and SEBI, the requirement of appointing proxies was not applicable, except for the authorized representatives of corporate shareholders.

Mr. Shashank Jha, CEO & Whole-Time Director; Ms. Leja Hattiangadi, Independent Director & Chairperson of the SRC, NRC and CSR Committee; Mr. Jyotisman Dasgupta, Independent Director; and Sanjay Sharma, Non-Executive Director & Chairman of Audit Committee were also present at the meeting. Mr. Pralhad Pawar, Non-Executive Director could not attend the meeting sought leave.

Representatives of M/s. Price Waterhouse & Co Chartered Accountants Co LLP, Statutory Auditors and M/s. MKS & Associates, Secretarial Auditors were also present at the meeting through VC.

With the consent of the members, the notice convening the 44[th] AGM was taken as read. As the Auditors Report had no qualifications, the same was not read.

The Chairman made his opening remarks and detailed perspective on the business operations, financial performance of the Company.

The Company Secretary informed the members that the Company had in compliance with the MCA Circulars, provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, provided to the members, the facility to exercise their vote by electronic means through remote e-voting facility.

The Company Secretary further informed that e-voting facility was also made available during the AGM for the members who were present during the meeting and had not exercised their votes earlier, under remote e-voting facility.

The Chairman informed that the Board had appointed Mr. Vishram Panchpor, Practicing Company Secretary in whole-time practice as Scrutinizer to scrutinize the remote e-voting process as well as e-voting at the AGM in a fair and transparent manner.

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2[nd] Floor, One Boulevard, Lake Boulevard Road, Hiranandani Business Park, Powai, Mumbai – 76, MH, India Tel: +91 22 6625 5600; Email : investors@artson.net; CIN : L27290MH1978PLC020644; www .artson.net

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ARTSON ENGINEERING LIMITED

The Chairman then requested the shareholders to express their views, ask questions and seek clarifications, if any. Various shareholders raised queries on the Financials, the Operations Outlook, Order Book of Company etc. The same were duly responded by the Chairman.

The following resolutions set out in the notice convening the AGM were put to vote by remote e-Voting and e-Voting during the meeting:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31[st] March 2023, together with the reports of the Board of Directors and the Auditors thereon.

2. To re-appoint / not to re-appoint the Director liable to retire by rotation.

Special Business:

1. Appointment of Mr. Jyotisman Dasgupta (DIN: 10116452) as Independent Director.

2. Appointment of Mr. Shashank Jha (DIN: 10116448) as Director.

3. Appointment of Mr. Shashank Jha (DIN: 10116448) as Whole Time Director of the Company.

4. To ratify the remuneration payable to Cost Auditors for the financial year 2023-24.

5. To enter into Related Party Transactions (RPTs) with Tata Projects Limited (TPL).

The Chairman thanked the members for attending and participating in the AGM by video conference and stated that the e-voting facility would be kept open for 15 minutes’ post completion of the proceedings to enable the members to cast their vote. The Chairman authorized the Company Secretary to carry out the voting process and also authorized him to declare the consolidated voting results.

The Chairman informed the members that the voting results would be submitted to the stock exchanges and also made available on the websites of the Company and NSDL within 48 hours of the conclusion of the meeting.

The Chairman then thanked all the Shareholders, Tata Projects Limited, Company’s business associates, Auditors, bankers, service providers, vendors, and Government authorities for having reposed confidence in the Company, and to employees of the Company for their hard work and sincerity.

Upon completion of the e-voting process, the Company Secretary declared the meeting as closed at 16:01 Hrs. (IST).

This is for your intimation and records.

For Artson Engineering Limited

Vinayak Pai VINAYAK RATNAKAR PAI Digitally signed by VINAYAK RATNAKAR PAI DN: c=IN, o=PERSONAL, title=0446, pseudonym=c0b811e53ce7471d8ab671999d23966f, 2.5.4.20=4870c9e9789dab568c0236aa854293c7612e0529e1c4ece1ec07bb79eeea063b, postalCode=400076, st=Maharashtra, serialNumber=168c3890f86690cbb363c6f9b34f6cd220b879b5dda9dfe9349ac34360b8e71c, cn=VINAYAK RATNAKAR PAI Date: 2023.08.17 16:59:44 +05'30' DEEPAK TIBREWAL Deepak Tibrewal Digitally signed by DEEPAK TIBREWAL DN: c=IN, o=Personal, postalCode=500048, st=Telangana, serialNumber=B0F4393496F9FF53B09408278474876C2CC4460E971080A052F40F2F916B8176, cn=DEEPAK TIBREWAL Date: 2023.08.17 16:49:14 +05'30' Chairman Company Secretary DIN: 03637894 FCS 8925

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2[nd] Floor, One Boulevard, Lake Boulevard Road, Hiranandani Business Park, Powai, Mumbai – 76, MH, India Tel: +91 22 6625 5600; Email : investors@artson.net; CIN : L27290MH1978PLC020644; www .artson.net