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Banswara Syntex Ltd. AGM Information 2018

Sep 25, 2018

61853_rns_2018-09-25_1c336c0f-3184-44c8-9ba8-9d2038903142.pdf

AGM Information

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BSI/SEC{18

zs» September, 2018

BSE Limited Listing Deptt. Floor 25, P.J. Towers Dalal Street MUMBAI - 400 001

Scrip Code No.503722

National Stock Exchange of India Ltd. Listing Department Exchange Plaza Bandra-Kurla Complex Bandra (East), MUMBAI - 400 001

Symbol" BANSWRAS"

Sub; Compliance under Regulation 30 of Securities and Exchange Board of India lListing Obligations and Disclosure Requirements) Regulations, 2015- Summary of the Proceedings of 42nd Annual General Meeting (AGMl of the Company held on 24th September, 2018,

Dear Sir,

This is to inform you that the 42nd AGM of the Company was held on 24"' September, 2018 at Registered Office of the Company at Industrial Area, Dahod Road, Banswara-327001 (Rajasthan), We hereby submit Summary of the proceedings of the 42nd AGM of the Company held on 24"' September, 2018 at 4:00 P.M. and same is enclosed herewith.

Thanking You,

Yours Faithfully For BANSWARA SYNTEX LIMITED

n. .1",s,J) ~lvlilJf.~ ..

(H.P. KHARWAL) COMPANY SECRETARY ANDC

End: afa

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Snmmary of proceedings oCtile 42nd Annnal General Meeting

The 42nd Annual General Meeting (AGM) of the members ofBanswara SyntexLimited (the company) was held on Monday, September 24,2018 which commenced at 4.00 P.M. at Industrial Area, Dahod Road, Banswara-32700l (Rajasthan) and concluded at 5.30 PM. The following DirectorslKMPs were present:

  • I. Shri. RL Toshniwal, Chairman and Whole Time Director
    1. Shri Rakesh Mehra, Vice-Chairman and Whole Time Director
    1. Shri P. Kumar, Independent Director (Chairman of Audit Committee, Nomination and Remuneration Committee & Stakeholder Relation Committee)
    1. Dr. S. B. Agarwal, Independent Director
    1. Shri J.M. Mehta, Independent Director
    1. Srnt. Vaijayanti Pandit, Independent Director
    1. Shri J.K. Jain, Joint President & Chief Financial Officer
    1. Shri H.P. Kharwal, Company Secretary

Further, following persons were present "In Attendance":

  • I. Shri K.G. Somani representing Mis K G. Somani & Co., Chartered Accountant, Statutory Auditors
    1. Shri Vikas Mehta, representing Mis V.M. & Associates, Practicing Company Secretaries, Secretarial Auditors and Scrutinizer.

Members Present:

Total 46 Members were present in person representing 2344752 shares and 8 members were present by proxy representing 450 shares.

Shri J.K. Jain, Joint President & Chief Financial Officer ofthe Company welcomed to Members ofBoard, Statutory Auditors, Secretarial Auditors and Shareholders ofthe Company,

Shri R.L. Toshniwal, Chairman of the Company chaired the meeting. The Company Secretary informed that the requisite quorum was present the Chairman called the meeting to order, delivered his speech and gave overview ofthe financial performance ofthe Company for the financial year ended 31" March, 2018 and its future outlook.

The Chairman explained that Shri Ravindra Kumar Toshniwal,Managing Director Shri Shaleen Toshniwal, Whole Time Director and Shri Kamal Kishore Kacholia, Shri Vijay Mehta, Shri D.P. Garg and Shri Vijay Kumar Agarwal, Directors who were not able to attend the Meeting due to their pre-occupancy.

He stated that the Annual Report for the year 2017-18 had been sent to the members bye-mail whose email Ids were registered with the Company/Depositories Participant(s) I Registrar and Share Transfer Agent of the Company for communication purpose and physical copy were sent to those who had not registered their email addresses with the Company or Depositories Participant(s) IRegistrar and Share Transfer Agent ofthe Company. The Annual Report along with the various Statutory Registers include Director's Register,.-.,..,._ Directors shareholding Register, Minutes Books and Proxy Register were available for inspection duri SYIV7',;; the course ofthe Meeting. :r . +-

:? BAI' 'Il, '»: (j i ',1;'-" The Company Secretary informed the members that the facility of remote e-voting for the members to their votes electronically on the resolutions as set out in the Notice of 42nd AGM were made available fr e" ".'" I BJ\NSWARA SYNTEX UMITEO

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9:00 AM on 20ili September, 2018 till 5:00 PM on 23m September, 2018. The Chairman explained the implications of the resolutions in detail to the members and informed that the facility for voting through physical ballot had also been provided at the AGM venue for all members who had not cast their vote electronically.

TheChairman then invited the members to express their views, give suggestions and make inquiries on the nperations and financial performers of the company and related matters. The chairman responded to all the queries raised bymembers satisfactoriIy.

The Company Secretary informed that Mr. Manoj Maheshwari, representative of MisV.M. & Associates. Practicing Company Secretaries (FCS-3355) was appointed as the scrutinizer by the Board of Directors to scrutinize the process ofremotee-votingandphysical ballotatAGM in a fair and transparent manner.

The following resolutions set out in the Notice convening the 42'" AGM were put before members. Hems of the business as per the Notice ofthe Annual General Meeting dated 13'h August, 2018, were transacted at the meeting:

Item Agenda Items Resolution Type
No.
1 of
of
Adoption
the
Audited
Financial
Statements
Company
(both
standalone and consolidated) together with Board's Report and
also the
Auditors Report thereon for the financial year ended March 31,2018
Ordinary
Resolution
2 iDeclaration of
the payment of
dividend for the year 2017-18 @ 1.00 per
Equity Shares offace valueRs. 10/-each
Ordinary
Resolution
3 Appointment of
Shri Rakesh Mehra (holding DIN: 00467321) who retires
by rotation and is eligible, offers himself for re-appointment
Ordinary
Resolution
" of
Confirmed
the
payment
Remuneration
to
the
Cost Auditors
for
the
Financial Year 2018- I9
Ordinary
Resolution
5 Re-appointment of Shri Kamal Kishore Kacholia as an Independent Director Special
Resolution
6 Re-appointment of
Shri P. Kumar as an Independent Director
Special
Resolution
7 Re-appointment of Shri D.P. Garg as an Independent Director Special
Resolution
8 Re-appointment of
Shri Vijay Mehta as an Independent Director
Special
Resolution
9 Re-appointment of
Dr. S. B. Agarwal as an Independent Director
Special
Resolution
10. Re-appointment of
Shri Vijay Kumar Agarwal as an Independent Director
Special
Resolution

The Chairman requested to the Members to cast their vote through Ballot paper for above mentioned Resolutions, the Members casted the votes and thereafter the Ballot Boxes was closed and sealed.

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The Company Secretary informed that result of Remote E-Voting and polling at AGM would be declared within 48 hours from the conclusion of the meeting and the same would be submitted/ disclosed to the Stock Exchanges and also on the website of the company and CDSL.

The Chairman extended gratitude to all Shareholders for their presence and successfully conducting the meeting and declared the meeting closed.

(BANSWARA

Thereafter, the meeting ended with a vote of thanks to the chair.

Thanking You,

Yours faithfully For BANSWARA SYNTEX LIMITED

(H.P. KHARWAL) COMPANY SECRETARY & COMPLIAN QĘFICER

BANSWARA SYNTEX LIMITED CORPORATE OFFICE 5th Floor, Gopal Bhawan, 199, Princess Street, Mumhai - 400 002 Tel: +91 22 66336571-76 [Fax: +91 22 2206 4406 Email: [email protected]

REGISTERED OFFICE & MILLS

Industrial Area, Dahod Road, Banswara - 327 001 (Rojasthan) Tel: +91 2962 240690 - 93, 257676 - 81 Email: [email protected]

An IS / ISO 9001: 2008 Company | CIN : 1,24302RJ1976PLC001604 | www.banswarasyntex.com