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Bharat Electronics Ltd. AGM Information 2024

Aug 28, 2024

60828_rns_2024-08-28_d10cdc26-4da0-469d-8fc1-25729e225885.pdf

AGM Information

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प्रतिष्ठा में / To,

प्रबंधक / The Manager लिस्टिंग विभाग/ Listing Department बीएसई लि ./BSE Ltd. फिरोज़ जीजीबॉय टावर्स Phiroze Jeejeebhoy Towers दलाल स्ट्रीट/Dalal Street मुंबई/Mumbai - 400 001

स्क्रिप कोड/Scrip Code: 500049

सं.No. 17565/4/SE/MUMC/SEC दिनांक / Date: 28.08.2024

महोदय / महोदया, Dear Sir/Madam,

भारत इलेक्ट्रॉनिक्स BHARAT ELECTRONICS भारत इलेक्ट्रॉनिक्स लिमिटेड (भारत सरकार का उद्यम, रक्षा मंत्रालय) पंजीकृत कार्यालय : आउटर रिंग रोड, नागवारा, बेंगलूर - 560 045, भारत Bharat Electronics Limited (Govt. of India Enterprise, Ministry of Defence) Registered Office : Outer Ring Road, Nagavara, Bangalore - 560 045, INDIA. CIN: L32309KA1954GOI000787 टेलीफैक्स/Telefax: +91 (80) 25039266 ई-मेल/E-mail : [email protected] वेव/Web : www.bel-india.in

विषय - 70 वीं वार्षिक सामान्य बैठक (एजीएम) की कार्यवाही। Sub: Proceedings of 70thAnnual General Meeting (AGM).

हमारे पत्र दिनांक 05 अगस्त, 2024 के क्रम में, आपको सूचित किया जाता है कि कंपनी की 70वीं एजीएम 28 अगस्त, 2024 को सुबह 10.00 बजे वीडियो कॉनफ्रेंसिंग ("वी.सी.")/ अन्य श्रव्य – दृश्य माध्यम ("ओएवीएम") द्वारा आयोजित की गई ।

In continuation to our letter dated 05th August, 2024, we wish to inform you that the 70th AGM of the Company was held on 28th August, 2024 at 10:00 a.m. through Video Conferencing (VC) / Other Audio Visual Means ("OAVM").

सेबी (सूचीकरण की बाध्यताएं और प्रकटीकरण की अपेक्षाएं) विनियम, 2015 के विनियम 30, के अनुसूची III के भाग-ए के पैरा-ए के उप-पैरा 13 के तहत 70वीं एजीएम की अपेक्षित कार्यवाही का सार अनुलग्नक-I में दिया गया है । Summary of the proceedings of 70th AGM as required under the Regulation 30, Sub-para 13 of Para-A of Part-A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-I.

सूचनार्थ व अभिलेख हेतु। This is for your information and record.

सधन्यवाद, Thanking you,

भवदीय/Yours faithfully, कृते भारत इलेक्ट्रॉनिक्स लिमिटेड

For Bharat Electronics Ltd.

SREENIVAS SRIPADA

एस श्रीनिवास/S Sreenivas कंपनी सचिव/Company Secretary

संलग्नक- यथा उपरोक्त । Encls: As stated above

Annexure-I

Summary of Proceedings of the 70th Annual General Meeting (AGM)

The 70th Annual General Meeting (AGM) of Members of Bharat Electronics Limited was held on Wednesday, the 281h August, 2024 from 10:00 a.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM).

1 Jain
Manoj
Mr
Director
-
Chairman
Managing
&
2 Srivastava
Bhanu
Prakash
Mr
(Other
-
Units)
Director
Director
- Additional
(R&D)
Charge
3 Bhattad
Damodar
Mr
S
Director
-
(Finance)
&
CFO
4 Vikraman
Mr
N
-
Director
(HR)
5 Mr K V Suresh
Kumar
(Marketing)
Director
-
6 Mr Rajnish
Sharma
-
Director
(Bangalore
Complex)
7 Independent
Director
-
Santhoshkumar
Dr
N
Nomination
of
(Chairman
and
Remuneration
Committee)
8 Prafulla
Choudhury
Kumar
Mr
Independent
-
Director
Committee)
of
Audit
(Chairman
Independent
Director
-
9 S Khachariya
Mansukhbhai
Mr
Relationship
Stakeholders
of
(Chairman
Committee)
10 Shivnath
Dr
Yadav
Independent
-
Director
11 Gokulan
Bangakandy
Mr
Independent
-
Director
12 Singh
Mrs
Shyama
Independent
Director
-
13 S Sreenivas
Mr
-
Secretary
Company

Board of Directors & KMPs Present:

All Directors of the Company attended the meeting except Mr T Natarajan, Dr Binoy Kumar Das, Government Nominee Directors, and Dr Parthasarathi P V, Independent Director who had expressed their inability to attend the meeting due to preoccupation.

Details of Invitees Present:

1. Abhijeet
Bhagwat
Mr
-
Partner,
M/s
P
G Bhagwat LLP, Chartered
Statutory
Accountants,
Auditors.
2. Thirupal
Gorige
Mr
-
Designated
Partner, M/s Thirupal Gorige &
Associates Scrutinizer
Secretarial
Auditor
&
LLP,
e-voting.
for
3. Acharya
Mrs
Rupa
-
Designated
Partner, Murthy & Co. LLP, Cost
Auditors.

Members Present:

The meeting was attended by One Hundred and Ninety (190) Members.

Proceedings:

Mr Manoj Jain chaired the meeting and welcomed the Members & other attendees for AGM.

The Chairman informed that, this Annual General Meeting is being held through VC/OAVM in accordance with the applicable provisions of the Companies Act, 2013, and circulars & guidelines issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI). The registered office of the Company situated at Bengaluru was deemed venue for AGM.

The Chairman asked the Company Secretary to confirm the quorum of the meeting. The requisite quorum being present, the Chairman called the meeting to order.

The Chairman introduced the Board of Directors, Key Managerial Personnel and invitees present at the meeting. The Company Secretary briefed on general instructions to the Members regarding participation in the AGM through VC/OAVM.

The Chairman thereafter addressed the Members on performance of the Company during the financial year 2023-24. He mentioned that in compliance with MCA Circulars and SEBI Circular, Notice of AGM and Integrated Annual Report for the financial year 2023-24 were circulated to all Members whose e-mail addresses are registered with the Company/Depositories. These documents have also been made available on website of the Company, NSE and BSE.

With the permission of Members present at the AGM, Notice of the meeting, Board's Report and Financial Statements were taken as read.

The Chairman informed that the Auditor's Report including C&AG Comments on Annual Accounts of the Company for the financial year ended 31St March, 2024 did not contain any qualification, observation or comments on financial transactions or other matters, which would have adverse effect on the functioning of the Company.

The Secretarial Auditor in his report observed that the Board did not have the requisite number of Independent Directors as required under Regulation 17(l)(b) of SEBI (LODR) Regulations, 2015 from 16 June 2023 to 31 July 2023.

The Chairman informed that filling up of the vacancies of Independent Directors were pending with the appointing authority, i.e. the Government of India.

The Statutory Auditor and Secretarial Auditor read out their Report(s).

The Chairman informed that as per the notice of 701h AGM dated 51h August, 2024, three (3) proposals under Ordinary Business and two (2) proposals under Special Business (Ordinary Resolutions) are proposed for approval of the Members as detailed hereunder in Table-A and advised the Company Secretary to read out the resolutions being proposed at the meeting and the same was acted upon.

The following items of business, as per the Notice of 70th AGM dated 5th August, 2024 were transacted at the meeting:

SI. Particulars of
Type
No. Resolution
Ordinary
Business:
adopt
To
consider
and
:
1 the
the
Statement(s)
Audited
of
Financial
for
The
Company
a)
the
the
financial
of
reports
31
year
ended
March
2024
and
the
thereon;
Directors
Auditors
of
Board
and
and
Statement(s)
the
Audited
Consolidated
of
The
Financial
b)
the
financial
for
Company
year
on
31
ended
March
2024
and
thereon
the
reports
Auditors
of
Ordinary
Resolution
the
of
interim
of
(140%)
confirm
payment
dividend
To
1.40
per
?
2 to
of
equity
final
(80%)
dividend
0.80
share
declare
per
and
?
ÿ
fully
the
equity
of
financial
for
up
share
1 each
paid
year
2023-
Ordinary
Resolution
24.
3 a Director
N (DIN:
of
appoint
Vikraman
10185349),
To
in
place
Mr
Director
retires
rotation
(Human
who
Resources)
and
being
by
re-appointment
offers
himself
for
eligible,
Ordinary
Resolution
Business:
Special
4 Appointment
(DIN:
of
Manoj
09749046)
Managing
Jain
Mr
as
Director
the
of
company.
Ordinary
Resolution
5 Ratification
Remuneration
the
of
of
Auditor.
Cost
Ordinary
Resolution

Table-A

The Chairman then requested the Members who had registered themselves as speaker to ask questions. The Chairman and Directors replied to the queries raised by the Members and noted constructive suggestions of the Members.

The Chairman informed that Mr. Thirupal Gorige, Practicing Company Secretary was appointed as the Scrutinizer by the Board for remote e-voting process for AGM. Further, the Chairman requested those Members, who have not exercised remote evoting facility, may use the facility of e-voting during the AGM for casting their vote on the resolutions as stated in the notice of the AGM.

The Members were informed that the consolidated results of voting and Scrutinized Report will be disseminated to the Stock Exchanges and will also be hosted on website of the Company.

Since there was no further clarification sought, the Chairman concluded the meeting with vote of thanks at 11:22 a.m. and kept the meeting open for 30 minutes for evoting to be completed.

Note: The above should not be construed to be the minutes of 701h Annual General Meeting (AGM) of the Company.

r Fop Bharat Electronics Limited

S|Sreenivas Company Secretary

Date: 281h August, 2024. Place: Bengaluru.