BGR ENERGY SYSTEMS LIMITED — AGM Information 2018

Sep 27, 2018

BeSec/2018 September 27, 2018

Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai – 400051

NSE Symbol: BGRENERGY

Department of Corporate Services BSE Limited P.J. Towers, Dalal Street Mumbai – 400001

BSE Scrip Code: 532930

Dear Sirs,

Sub: Proceedings of the 32nd Annual General Meeting of the Company

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are pleased to forward the proceedings of the 32nd Annual General Meeting of the Company held at 3.00 p.m. on Wednesday the September 26, 2018 at the Registered Office of the Company.

We request you to kindly take the same on record.

Thanking you,

Yours truly, for BGR Energy Systems Limited

R RAMESH KUMAR Digitally signed by R RAMESH KUMAR DN: c=IN, o=Personal, postalCode=603112, st=TAMIL NADU, serialNumber=ad98ebdc23ede12 8fa6462680c770e1a363d2ee17b 82bb6281eb7b1f82697856, cn=R RAMESH KUMAR Date: 2018.09.27 14:49:10 +05'30'

R. Ramesh Kumar President – Corporate & Secretary

Encl: a.a.

PROCEEDINGS OF THE 32N° ANNUAL GENERAL MEETING OF BGR ENERGY SYSTEMS LIMITED HELD AT 3.00 P.M. ON SEPTEMBER 26, 2018 AT ITS REGISTERED OFFICE.

Directors present

Mrs.Sasikala Raghupathy		Chairperson
Mr.A.Swaminathan		Joint Managing Director & CEO
Mr.V.R.Mahadevan		Joint Managing Director
Mr.Arjun Govind Raghupathy	-	Deputy Managing Director & COO
Mr.S.R.Tagat		Independent Director & Chairperson of Audit Committee
Mr.M.Gopalakrishna		Independent Director & Chairperson of Stakeholders Relationship Committee
Mr.S.A.Bhora		Independent Director & Chairperson of Nomination and Remuneration Committee
Mr.Gnana Rajasekaran		Independent Director
By Invitation		Mrs.Suguna Ravichandran, Partner, N.R.Doraiswami & Co, Chartered Accountants, Statutory Auditors Mrs.B.Chitra, Partner, B.Chitra & Co, Secretarial Auditor

In attendance Mr.R.Ramesh Kumar, President - Corporate & Secretary

Mr.P.R.Easwar Kumar, President & Chief Financial Officer

Mr.K.S.Raghu General Manager - Secretarial

Mr.R.Sridharan, M/s. R.Sridharan & Associates, Scrutinizer

Mrs.Sasikala Raghupathy, being the Chairperson of the Board of Directors, took the Chair and stated that necessary quorum was present and commenced the proceedings of the meeting.

Chairperson informed that Mr.S.R.Tagat, Chairperson of the Audit Committee, and Mr.M.Gopalakrishna, Chairperson of Stakeholders Relationship Committee, were present at the meeting. The Chairperson also introduced the other directors, Auditors and the senior management employees who were seated on the dais.

The necessary statutory registers were available at the meeting and kept open for inspection from commencement and until conclusion of the meeting.

Chairperson, with the permission of the members, took the notice convening the 32nd Annual general meeting, annual financial statements, Directors report and other reports I certificates for the FY 2017-18 as read.

The Chairperson informed the members that the Auditors' report on the financial statements of the Company for the year ended March 31, 2018 did not have qualifications, reservations or adverse remarks and accordingly the Auditors report is not required to be read out before the meeting as per the provisions of Companies Act, 2013.

The Chairperson explained thee-voting process to the members. She informed that in terms of the provisions of the Companies Act, 2013 and the rules made thereunder and Regulation 44 of the Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company had provided remote e-voting facility to shareholders and for those who had not exercised their vote through remote e-voting facility, physical ballot facility was provided to enable casting their vote at the venue of AGM. Mr.R.Sridharan of Sridharan & Associates, Company Secretaries, Chennai was appointed as Scrutinizer for conducting the remote e-voting and voting process through physical Ballot at the AGM.

All the following resolutions as set out in the Notice of AGM dated August 14, 2018 were transacted at the meeting.

• 1. Adoption of Standalone Audited Financial Statements, Reports of Auditors and Board of Directors for the year ended March 31, 2018 and Audited Consolidated Financial Statements for the year ended March 31, 2018.
• 1. Appointment of Mr.V.R.Mahadevan as Director for a term up to May 31 ,2019, who retires by rotation and being eligible offers himself for re-appointment.
• 1. Appointment of Mrs.Swarnamugi R Karthik as a Director Corporate Strategy of the Company.
• 1. Ratification of remuneration payable to the Cost Auditor of the Company for the FY 2018-19.

On completion of physical ballot voting, the Chairperson informed the shareholders that the voting through physical ballot process has been completed successfully and the results of voting on each resolution shall be determined by aggregating the votes of the physical ballot with electronic votes cast by members.

The Chairperson further informed the shareholders that the voting results along with consolidated scrutinizers report shall be placed on the website of the Company, www.bgrcorp.com and website of NSDL at www.evoting.nsdl.com and will be communicated to the stock exchanges within 48 hours of the conclusion of the meeting.

Thereafter, Chairperson thanked the members present and declared the meeting as closed. The meeting concluded at 3.30 p.m.