Banswara Syntex Ltd. — AGM Information 2021

Sep 24, 2021

BSL/SEC/21

24th September, 2021

BSE Limited Listing Deptt. Floor 25, P.J. Towers Dalal Street MUMBAI-400001

Scrip Code No.503722

National Stock Exchange of India Ltd. Listing Department Exchange Plaza Bandra-Kurla Complex Bandra (East), MUMBAI - 400 051

Symbol" BANSWRAS"

Sub; Compliance under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015- Summary of the Proceedings of 45th Annual General Meeting (AGM) of the Company held on 24th September, 2021.

BANSWARA

Dear Sir,

This is to inform you that the 45th AGM of the Company was held on 24th September, 2021 through Video Conferencing ('VC')/Other Audio-Visual Means ('OAVM') in compliance with and as per circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India.. We hereby submit Summary of the proceedings of the 45th AGM of the Company held on 24th September, 2021 at 11:00 A.M. and same is enclosed herewith.

Thanking You,

Yours Faithfully For BANSWARA SYNTEX LIMITED

HARA (H.P. KHARWAL) AND COMPLIANCE OFFICER COMPANY SECRETAR (Membership: - A28614)

Encl: a/a

BANSWARA SYNTEX LIMITED CORPORATE OFFICE

5th Floor, Gopal Bhawan, 199, Princess Street, Mumbar 4004002 Tel. +91 22 66336571-76 [Fax: +91 22 2206 4486] Email: info@banswarafabrics.com

REGISTERED OFFICE & MILLS

Industrial Area, Dahod Road, Banswara 327 001 (Rajasthan) Tel. +91 2962 240690 - 93, 257676 - 81 Email: info@banswarafabrics.com

Summa ry of p rocccd ings of thc 45110 Annual Gcnc ra l Mccting of thc Co mpa n)' hcld on F,'ida)', 24t h Scptcmbc,', 2021 at 11.00 AM (1ST ) through Vidco Confc,'cncc (VC)/O thcr Andio Visua l Mcans (O AVM ),

The 45l h Annual Cencra l Meeting (AC M) of the members of Banswara Synlex Lim ited (the com pany ) was held on Friday, 24th Septembe r, 2021 through Vid eo Conference ("VC")/Olhe r Audio Visua l Means ("OA VM"), as permitted by the Ministry of Co rpora te Affairs vide Ge nera l Circular No. 20/ 2020 dated 5th May , 2020 and General Circu la r No. 2/202 1 da ted 13th januar y, 2021 in rela tion to "Clar ifica tion on holding of annual ge ne ra l mee ting (AGM) throug h video conferencing (VC) or othe r aud io vis ua l means (O AVM)" (collec tively refe rred lo as "MCA Circulars" ) and Secu rities and Excha nge Board of India vide Circular No . SEBl/ IIO/CrD/CMD I/CIR/ P/2020/79 da ted 12th May, 2020 and Circular No. SEBl/ 110/CFD/CMD/2/CIR/ P/2021 d a ted 15th jan uary, 2021 perm itting the ho ld ing of the Annua l Ge ne ral Meeting (" AGM") throug h Video Co nfe rencing ("VC")/Other Aud io Visual Means ("O AVM"), witho u t the physical presence of the Members a t a common ve nue . The Meetin g wa s commence d a t 11.00 AM and concluded a t 11.57 AM (incl udi ng e-voting period).

The mee ting was cha ired by Shri Rakesh Mchra, Cha irman and Who le Time Direc tor of the Comp any. All the Directors including Cha irma n of Audi t Co mmittee, Stakeholde rs Relati onshi p Comm ittee and Nomina tion & Remunera tion Com mittee joined the meeti ng exce pt Shri Dcvcndra Pa l Garg, Sh ri David Vlerick. Shri Vijay Kuma r Aga rwa l, Shri Vijay Meh ta and Shri Kamal Kisho re Kacholia who cou ld not joinL'd d ue to pre-occupa tion. Th e Sta tu tory Auditors, Secretarial Audito rs, Scrutinizer, join t Presid ent & Chief Finan cial Officer and Company Secreta ry also joined the mee ting.

The Chai rman welcomed shareholders who have joined the 45'" Annua l Ge neral Mee ting of the Company on virtu al pla tform. 118 (One Hundred s and Eigh teen) members have joined the meet ing. In vie w of MCA circulars the facility to appoin t pro xy to a ttend and cast vote for the members was nol provided for the AG M. After ascerta ining tha t the requisite quorum for the mee ting as per Co mpanies Act, 2013 has joined the meetin g, the Chairman ca lled the meeting to or d er. The Chairman in troduced all the Directors, Sta tutory Aud itors, Secre tarial Auditors and Scrutinize r, Chief Fina ncial O fficer and Co mpany Secretary who have joined the meeting on virtual pla tform and therea fter delive red his speech. In speech, he gave an overview of fina ncial performance of the Company for the yea r ende d 31st Ma rch, 2021 and fu ture outloo k of the Com pany.

The sta tu tory Registers, d ocumen ts, the Aud itor' s Report and Secre tarial Audit Report as prescribed under the Com panies Act, 2013 were ava ilable for inspection by share holde rs through send ing ema il a t secre tarial@ba nswarasyntex .com during th e AGM. ,

BA.\S\'.\ I.\ SYr\TI:.\ L1 .\IIlEll oml' l lIt,\ IT (I I HCE

:,fh t,loill. 1:'1p,ll llh ,\\ .lJl. 1\1'1 l'ruu ' lfl " '!. \ lll 1t\h.li 1l 1l 11 rt ·! . ' 11 ;) "l h·, 71> 1·;\ , 'I I .':' :' !.f)h l lllh I Il l. l; , It:!"...-, h dll'W,l l. \lahllt, , '( \ I ! l

HH ;!"in :HUl IlI-T IC'- 1<1 :\lIU,

!nd ll.;, lrt;\ ! :\ Il',1. I I ,i !Jm l ll (l.li l. lb tl\W;l! .1 It'! ,'II ::%:: :~ ,iOti l() '10, Z'1 ; f1 7h · HI !"tn.tll 1I1!"lCrh.!t I ,'. \ '"t;j !.dl l ll " I II III

Report do not contain any qua lifica tion, obse rva tion or ad verse remark and therefore wi th the concurrence of shareho lders were taken as read. The Jt. Presid ent & Chief Financia l Officer (CFO) informed the Members that the Co mpany had provided the facility to cast their vo tes electronically on all 7 (seven) resolutions se t forth in the No tice. Members, who wer e p resent at the AGM and had not cast their vo tes clectronicallv, only we re en titled to cast thei r vo tes by e-voting.

Therea fter the .I t. President & CFO with the perm ission of Chairman summarized and explained the scope and implications of all the Seve n Agenda items stated in the Notice . The following item s of businesses as per the Notice of the Annual Ge neral Meeti ng dated ISth Jun e, 202 1, were transacted at the meeting:

Ordinary Business

1. il l. To ad opt the Audited Standa lone Financial Statements of the Compa ny for the finan cial year ended 31" Ma rch, 2021 together with the repor ts of the Board of Directors and Aud ito rs thereon, and

b). To adopt the Aud ited Co nsolida ted Fina ncial Statemen ts of the Company for the fina ncia l yea r ended 31" March, 2021 and Aud itors' report thereon. - Ord inary Resolution.

• 1. To d eclar e Final Divid end on Ii juityShares for the fina ncial ye ar ended 31" Mar ch, 2021 Ordina ry Re solution.
• 1. To appoint Shri Shalce n Tos hniwal, Whole Time Director (DIN: (0246432), who retires by ro ta tion and, be ing eligible, offers himself for re-appointment - Ord inary Reso lu tion.

Special Business

• 1. To rat ify the Rem unera tion to the Cost Auditors for the Finan cial Year 202 1-22 Ordinary Resolution.
• 1. To Re-a ppoint Shri Jagdeesh Ma l Mehta (DIN: (0847311) as an Ind ependent Dir ector Sp ecial Resolu tion.
• 1. To co ntinue the Cu rren t Term of Shri Devendra Pal Garg (DIN: 00003( 68) as an Ind epen dent Director - Special Resolution.
• 1. To Grant loan to Tcsca Textiles & Sea t Compone nts (Ind ia) Pvt. Ltd., Joint Ven ture Company - Special Resolution.

Ther eafter, the Chairman invited queries & gave opportunity to shareholders who have registered as speaker and qu eries of sharehold ers were ad dressed sa tisfactory by the Chairma n an d Shri Ravind ra KUl11a r Toshniwal , Ma na ging Director with the permission of Cha irm an.

:,th Fhll u.l II '1'.11li ll.m,lIl. 1'! 'I, lll -, Iw l'\ . \ lumh.ll ,Ilk) lJ~ l't'l :: ll l l :'1,11:,1\ ,' !.f1 ·l lH ti ~' l\ \1 ~I\ ,(" h; III"\,;l1 ,II;l hf!I '\ " \111

tndn...ln ,l! :\1 1"1. l) ,t h OII H< 1,ld , 1;111\ \",11,1 It'! , !II :· I(;li 10 '1,i. : -i',' Ii; 'lt· a l hll,ll l . IIl!O(fl'!I,1I1'.\·,H;1!.lh l ll .. 11111\

Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided "remote e-voting" platform of Central Depository Services (India) Limited (CDSL) to the shareholders who held shares as on cut-off date i.e. 17th September, 2021 for exercising their voting rights in electronic form which was started from 20th September, 2021 at 09.00 AM' and ended on 23rd September , 2021 at 5.00 PM.

Further, the Jt. President & CFO informed that the company has also provided the facility of "Evoting" on all the resolutions during AGM only for the shareholders who has joined the meeting through Video conference/other Audio Visual Means and not casted vote through "Remote e-voting" and CS Manoj Maheshwari (FCS: 3355), Practicing Company Secretary and partner of M/s V. M. & Associates, Company Secretaries, Jaipur has been appointed as Scrutinizer to conduct the "remote e-voting" and "e-voting at AGM" in a fair and transparent manner'

It was further informed that since the Meeting was held through virtual mode and Company has provided facility of voting through electronically therefore there is no requirement for propose & second of the resolutions and therefore invited all the members to cast their votes within next 15 minutes.

Thereafter, the Jt. President & CFO informed that the combined results of "remote e-voting" and "e-voting" at the AGM on each of the resolution shall be declared within Two working days from conclusion of the meeting on receipt of Scrutinizer's Report and the results along with Scrutinizer's Report shall be placed at the website of the Stock Exchanges, CDSL and also at the website of the Company simultaneously.

The Chairman extended gratitude to all the Directors, Auditors, Invitees and Shareholders for attending the Meeting on virtual platform and declared conclusion of the meeting.

Thereafter, Shri Kamlesh Nyati, Shareholder of the Company extended vote of thank to the Chair for conducting the meeting in a very smooth manner

Thanking You,

Yours faithfully For BANSWARA SYNTEX LIMITED BANSWAR (H.P. KHARWAL) COMPANY SECRETARY & COMPLIANCE OFFICER (Membership: - A28614)

BANSWARA SYNTEX LIMITED CORPORATE OFFICE

5th Floor, Gopal Bhawan, 199. Princess Street, Munibar 400 002 Tel: +91 22 66336571-76 | Fax +91 22 2206 4486 Email: info@banswarafabrics.com

REGISTERED OFFICE & MILLS

Industrial Area, Dahod Road, Banswata 327 001 (Rajasthan) Tel. +91 2962 240690 93, 257676 - 81 Email: info@banswarafahrics.com

An IS / ISO 9001-2008 Company | CIN 124302RJ1976PLC001684 | www.banswarasyntex.com