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Banswara Syntex Ltd. — AGM Information 2025
Jul 30, 2025
61853_rns_2025-07-30_d94f28f6-ea1e-4dad-844e-b386119f2c8b.pdf
AGM Information
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BSL/SEC/2025-26/24 30[th] July, 2025 BSE Limited National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, Exchange Plaza Bandra–Kurla, Dalal Street, Mumbai – 400 001 Bandra (East), Mumbai–400051 (Maharashtra) (Maharashtra) Scrip Code: 503722 Symbol : BANSWRAS
Sub: Summary of Proceedings/Outcome of the 49[th] Annual General Meeting of the Company
This is to inform you that the 49[th ] Annual General Meeting (“AGM”) of the Company was held on Wednesday, 30[th] July, 2025, at 4.00 P.M. (IST) through Video Conferencing (VC), for the financial year ended on 31[st] March, 2025. The 49[th] AGM commenced at 4.00 P.M. (IST) and concluded at 4:50 P.M.
Please find enclosed herewith the Summary of the proceedings of the AGM pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”). The above information is also available on the Company’s website at www.banswarasyntex.com.
You are requested to take the above on record.
Yours faithfully
For BANSWARA SYNTEX LIMITED
Ketan Digitally signed by Ketan Kumar Dave Kumar Dave Date: 2025.07.30 20:02:32 +05'30' KETAN KUMAR DAVE Company Secretary & Compliance Officer Membership No. ACS 52309
Ecl. As above
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SUMMARY OF PROCEEDINGS OF THE 49[th] ANNUAL GENERAL MEETING
The 49[th] Annual General Meeting (“AGM” / the Meeting) of the members of Banswara Syntex Limited (the “Company”) was held on Wednesday, 30[th] July, 2025 at 4.00 P.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The meeting was held in compliance with the General Circulars issued by the Ministry of Corporate Affairs (‘MCA’) and circulars issued by the Securities and Exchange Board of India (‘SEBI’) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
The Proceeding of the 49th AGM shall be deemed to be conducted at the Registered Office of the Company at Industrial Area, Dahod Road, Post Box No. 21, Banswara – 327001 (Rajasthan).”
The Company Secretary introduced following Board of Directors and invitees present in this meeting:
Board of Directors: -
| Sr. No | Name | Designation |
|---|---|---|
| 1 | Mr. Rakesh Mehra | Chairman |
| 2 | Mr. Ravindrakumar Toshniwal |
Managing Director |
| 3 | Mr. Shaleen Toshniwal | Jt. ManagingDirector |
| 4 | Mrs. Kavita Soni | Whole-Time Director and Chairperson of the Corporate Social ResponsibilityCommittee |
| 5 | Mr. Jagdeesh Mal Mehta | Independent Director and Chairperson of the Nomination and Remuneration Committee & Stakeholders Relationship Committee. Member of Audit Committee authorized to represent the Chairman of the Audit Committee |
| 6 | Mr. AjaySharma | Independent Director |
| 7 | Mr. Rahul Mehta | Independent Director |
In attendance: -
| Sr. No | Name | Designation |
|---|---|---|
| 1 | Ms. Kavita Gandhi | Chief Financial Officer |
| 2 | Mr. Ketan Kumar Dave | CompanySecretary |
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Invitee: -
| Invitee: - | ||
|---|---|---|
| Sr. No | Name | Designation |
| 1. | Mr. Amber Jaiswal | Partner, K G Somani & Co. LLP, StatutoryAuditors |
| 2. | CS Milin Ramani | Representative of M/s. Mihen Halani & Associates, Scrutinizer and Secretarial Auditors |
| 3. | CS Arti Shinde Mr. Dattaram Shinde |
Scrutinizer, M/s. Arti Dattaram & Associates, PracticingCompanySecretary |
Members present: 77 Members attended through Video conferencing in person / through authorized representatives. In terms of the circulars issued by MCA and SEBI, the requirement of appointing proxy was not applicable.
The Company Secretary welcomed the members of the Company and informed the Members that the AGM was held through VC/OAVM using WebEx platform provided by Central Depository Services (India) Limited, (“CDSL”) in compliance with the circulars issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI). He further informed that the Memorandum of Association, Articles of Association, the Statutory Registers and other relevant documents as required to be kept open under the Companies Act, 2013, were kept open and available for inspection of the members electronically.
He further apprised the Members on the process to participate at the meeting and joining Question & Answer (Q&A) session by the members and informed that the proceeding of the AGM is also being webcast on CDSL website.
Requisite quorum being present, the Company Secretary requested the Chairman to call the Annual General Meeting in order.
Mr. Rakesh Mehra, Chairman of the Company, welcomed all Members, Auditors and other invitees who joined over VC and delivered his speech.
The Company Secretary thereafter informed that the Notice convening the AGM with explanatory statements, Director’s report and Auditor’s report were already circulated to members.
He also informed that there is no qualification, reservation or adverse remark in Statutory Audit Report and Secretarial Audit Report which have any adverse effect on the functioning of the Company. There are some Observations, which are self-explanatory and, therefore, do not call for any further comments. Thereafter, with the consent of the member, same were taken as read.
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He briefed the Members on business items proposed to be transacted at the meeting, as under:
| - | ||
|---|---|---|
| Item No. | Details of the Resolutionpassed at the 49th AGM | Type of Resolution |
| Ordinary Business: | ||
| 1. | a. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended 31stMarch, 2025 together with the Reports of Board of Directors and Auditors thereon. b. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31stMarch, 2025 together with the Reports of Board of Directors and Auditors thereon. |
Ordinary Resolution |
| 2. | To declare final dividend on Equity Shares for the financial year ended 31stMarch 2025. |
Ordinary Resolution |
| 3. | To appoint a Director in place of Mr. Shaleen Toshniwal, Joint Managing Director (DIN: 00246432), who retires by rotation and is eligible offers himself for re-appointment. |
Ordinary Resolution |
| Special Business | ||
| 4. | To ratify the Remuneration to the Cost Auditors for the Financial Year 2025-26. |
Ordinary Resolution |
| 5. | To appoint Secretarial Auditors of the Company for a term of five (5) consecutiveyears. |
Ordinary Resolution |
The Company Secretary informed that remote e-voting arrangements had been made for all members to cast their votes electronically and the e-voting facility was also made available during the AGM.
The Company Secretary informed that CS Arti Shinde, Proprietor of M/s. Arti Dattaram & Associates, Practicing Company Secretaries (ACS 15976) was appointed as the Scrutinizer to scrutinize the votes cast during the e-voting at the AGM and through remote e-voting.
The Company Secretary thereafter invited registered speaker members who had registered to express their views, suggestions and questions, if any, on the operations and financial statements of the Company and the proposed resolutions. The questions raised by the Speaker Members were thereafter responded to by the Chairman.
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The Company Secretary after the Q&A session informed the members that the AGM e-voting lines will be kept open for 15 minutes for the members to vote and thereafter the AGM will stand concluded.
The Company Secretary informed the Members that the consolidated results of e-voting (remote e-voting and e-voting at the AGM) along with the Scrutinizer’s report shall be declared/ communicated within the prescribed timelines and he is authorized by Chairman to receive the scrutinizer’s report and papers on e-voting, to counter sign the same and declare the consolidated results of the voting in accordance with the requirements prescribed under the Act and Secretarial Standard-2 on General Meetings issued by The Institute of Company Secretaries of India.
The Chairman then thanked the Members for their continued support and for attending and participating in the Meeting. He also thanked the Directors for joining the Meeting.
The requisite quorum as required under Section 103 of the Act was present throughout the meeting.
There being no other business to transact, the AGM concluded at 4:50 P.M.(IST) with vote of thanks to the Chair.
This document does not constitute minutes of the proceedings of the 49[th] AGM of the Company.
For BANSWARA SYNTEX LIMITED
Ketan Digitally signed by Ketan Kumar Dave Kumar Dave Date: 2025.07.30 20:03:07 +05'30'
KETAN KUMAR DAVE Company Secretary & Compliance Officer Membership No. ACS 52309
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