BSL Ltd. — AGM Information 2022

Sep 28, 2022

REGO. OFFICE : 26,lndustrial Area, Gandhi Nagar, BHILWARA-311 001 (Rajasthan) INDIA Tel.: (91 1482) 249101-102, 245000 E-mail : accounts@bslsuitings.com, Website : www.bslltd.com C.I.N.: L2430RJl970PLC002266

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www.bslltd.com
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BSLLtd.

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www.bslltd.com

REF: BSL/CS/2022-23/ Dated: 28/09/2022

National Stock Exchange of India Ltd BSE Limited Exchange Plaza. 5th Floor Phiroze Jeejeebhoy Towers Bandra - Kurla Complex. Dalal Street Bandra (E) Kala Ghoda, Fort Mumbai, Maharashtra 400 051 Mumbai, Maharashtra 400 00 I NSE Symbol: BSL BSE Scrip Code: 514045

Subject: Outcome/Summary of Proceedings of 51'' Annual General Meeting held on 28'" September, 2022 pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, held through Video Conferencing/Other Audio Visual Means ("VC/OA VM ").

Dear Sir/ Madam,

In compliance with Regulation 30 read with Para A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), please find attached the summary of the proceedings of the 51 st Annual General Meeting of BSL LTD. held on 2th September. 2022 at 04.00 P.M. through Video Conferencing/ Other Audio Visual Means ("VC/ OA VM"). without physical presence of the Members at the AGM venue to transact the business as mentioned in the Notice of AGM dated I th August, 2022. The deemed venue for the AGM had been the Registered Office of the Company situated at BSL LTD., 26, Industrial Area, Gandhi Nagar, Bhilwara, Rajasthan -31 I 00 I.

The voting results alongwith the scrutinizer·s report will be announced/ displayed through the website of the Company (www.bslltd.com) and the website of NSDL (www.evotingindia.com) within two working days from the conclusion of meeting and the results shall also be intimated to BSE Limited and National Stock Exchange of India Ltd.

Please take and keep the above in your record and disseminate the same for the information of Investors.

Thanking You,

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M. No.:-ACS-43134 Encl: a/a

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Tested for hannful substances ocrordlng 10 a.to-Tex< Sloodo«I 100 No. 09.HIN.6837S Hohenstein

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Summary of Proceedings of the 51[st ] Annual General Meeting (AGM) of the Members of BSL Ltd. held on Wednesday, 28[th ] September, 2022 at 04.00 PM through VC/ OA VM

The 51[st ] Annual General Meeting of BSL LTD was convened on Wednesday. the 28[th ] day of September, 2022 at 04:00 PM. through Video Conferencing ("VC")IOther Audio Visual Means ("OA VM") without the physical presence of the members at the AGM venue in compliance with the Circular issued by the Ministry of Corporate Affairs ("MCA") dated May 05. 2022 which read together with Circular dated December 14, 2021 Circular dated January 13, 2021, Circular dated 8[th ] April, 2020, Circular dated 13[th ] April, 2020 and by Circular dated 5[th ] May, 2020 as also Circulars issued by Securities Exchange Board of India (SEBI) dated 13[th ] May, 2022, Circular dated 15[th ] January, 2021 read with circular dated 12[th ] May, 2020 and as per the other applicable provisions of the Companies Act, 2013 and the rules made thereunder. The deemed venue for the AGM had been the Registered Office of the Company situated at BSL LTD .. 26, Industrial Area, Gandhi Nagar, Bhilwara. Rajasthan -31 I 00 I.

Shri Arun Kumar Churiwal, Chairman of the Company chaired the meeting.

The following Directors, KMPs, Auditors and other panelist were present in the meeting through VC/ OA VM f[r] om their respective locations:

1. Shri Arun Kumar Churiwal (DIN: 00001718). Chairman, member of the Stakeholders Relationship Committee. CSR Committee and Share Transfer Committee of the Company.

2. Shri Nivedan Churiwal (DIN: 00001749), Managing Director, member of the Stakeholders Relationship Committee, CSR Committee and Share Transfer Committee of the Company.

3. Shri Shekhar Agarwal (DIN: 00066113), Non-Executive Director, member of the Audit Committee and Nomination and Remuneration Committee of the Company.

4. Shri Sushi! Jhunjhunwala (DIN: 00082461 ), Independent Director, member of Audit Committee. Nomination and Remuneration Committee and Share Transfer committee of the Company.

5. Shri Jagdish Chandra Laddha (DIN: 00 I I 8527), Independent Director, member of Audit Committee and Chairman of Nomination and Remuneration Committee of the Company

6. Shri Amar Nath Choudhary (DrN: 00587814), Independent Director, Chairman of the Audit Committee and Stakeholders Relationship Committee and Member of Share Transfer Committee of the Company

7. Smt. Abhilasha Mimani (DIN: 06932590). Independent Director, member of CSR Committee of the Company

9. 8 .. Shri Giriraj Prasad Singha! (DIN: 00331849), Independent Director, member of CSR

10. " Committee of the Company

11. Shri Praveen Kumar Jain, (DIN: 09196 I 98), Director (Operations) & CFO of the Company.

12. Shri Satish Somani, Partner, Mis SSMS & Associates, Cha1iered Accountants, Statutory 'Auditors of the Company.

13. Shri Sunil Surana, Partner, Mis A. L. Chechani & Company, Chartered Accountants, Internal Auditors of the Co111pany.

14. Shri Manoj Maheshwari, Partner, Mis V.M. & Associates, Company Secretaries, Jaipur, Secretarial Auditor and Scrutinizer of the Company.

15. Ms. Aanchal Patni, Company Secretary and Compliance Officer of the Company.

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The Company Secretary informed the Members that pursuant to the provi ion of Section I 08 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as a111ended) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended), Secretarial Standard No. 2 on General Meetings, the Company had provided the facility of remote e-voting through NSDL portal to its Members from 24[th ] September, 2022 (9:00 a.m.) to 27'11 September, 2022 (5:00 p.m.) to exercise their votes electronically. The e-voting facility during the AGM was also provided through the NSDL portal to those members who did not cast their votes through remote e-voting in respect of all resolutions mentioned in the Notice convening 51[st ] AGM.

The Company Secretary further informed the Members that the documents referred to in the accompanying Notice were available for inspection at the website of the Company and the Statutory Registers maintained as per the Companies Act, 2013, were kept open electronically for inspection by the members during the AGM.

Ms. Aanchal Patni, Company Secretary and Compliance Officer of the Company fwiher informed the Chairman that requisite number of members for constituting the quorum as per the Companies Act, 2013 were present.

She announced that the combined results of e-voting and voting at the AGM alongwith the Scrutinizer's Report shall be placed on the Company's website (www.bslltd.com) and on the website of NSDL (www.evoting.nsdl.com.) within Two working days f[r] om the conclusion of meeting i.e. on or before 30[th ] September, 2022 and the results shall also be intimated to BSE Limited and National Stock Exchange of India Limited.

She then informed to the members that Shri Manoj Maheshwari, Practicing Company Secretary had been appointed as the scrutinizer to conduct and scrutinize the process of e-voting in fair, transparent and efficient manner.

The requisite quorum being present, the Chairman called the Meeting to order. The quorum was present throughout the meeting. He then welcomed the members to the 51[s][t ] Annual General Meeting of the Company and introduced all the Directors. Auditors and KMPs present in the meeting. The Chairman informed the members that Shri Ravi Jhunjhunwala, Non-Executive Director of the Company has conveyed his inability to attend the meeting due to unavoidable reasons.

The Notice of the 5 I[st ] AG M and the Annual Report and financial statements were taken as read with the permission of members present as the same had already been circulated to the Members.

There" were no qualifications. reservation and adverse remarks in the Auditor's Report on the financial statements and the report of Secretarial Auditor of the Company and accordingly they were not required to be read.

Th� Ct.rairman, thereafter, addressed the members highlighting. the salient features of the Company's operations and performance relating to the year ended the 31[st ] March, 2022 and also highlighted on the performance of the Co111pany for the current fiscal year 2022-23 and the future plans of the Conipany.

The Company Secretary then initiated discussion and invited the shareholders who had registered themselves as Speaker and were attending the Meeting through VC/OA VM, to put forward their ' queries/f dback, if any, on the Reports and Financial Statements of the Company for the financial year ended 3 I[st ] March. 2022. The queries of the 111embers were aptly replied by the Managing Director.

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Thereafter. the Chairman put forward the Resolutions relating to the following items:-

S. No.	Details of Resolution	Resolution Type
Ordinary Business I To adopt the audited fnancial statements of the Co111pany for the fnancial year ended 3 I ' 1March, 2022, together with the		Ordinary Resolution
2	Reports of the Board of Directors and Auditors thereon. To declare fnal Dividend on Equity Shares for the fnancial	Ordinary Resolution
	year 2021-22.
3	To appoint a Director in place of Shri Arun Kumar Churiwal	Ordinary Resolution
	(DIN:00001718),WholeTimeDirectorwhorel iresby
	rotation and being eligible, offers himself for re-appointment.
4	To appoint a Director in place of ShriRavi Jhunjhunwala	Ordinary Resolution
	(DIN: 00060972), Director who retires by rotation and being
5	eligible, offers himself for re-appointment. To re-appoint Statutory Auditors for the second term of fve	Ordinary Resolution
	years - - -- - - -	-- --
Special	Business .
6	To ratify the payment of Remuneration to the Cost Auditors	Ordinary Resolution
	for the Financial Year 2022-23
7	Approval fr Material Related party transactions	Ordinary Resolution
8	To enhance the power to borrow funds up to Rs. 500 Crores	Special Resolution
	pursuanttotheprovisionsofsection180(I)(c)ofthe
	Companies Act, 2013
9	To approve the power to create mortgage/ charge on the assets	Special Resolution
	of the company to secure borrowings up to Rs. 500 Crores
	pursuant to section 180(I )(a) of the Companies Act, 2013
10	To revise the Re111uneration of Shri A run Kumar Churiwal,	Special Resolution
	Whole time Director designated as Chairman of Company
11	To revise the Remuneration of Shri ivedan Churiwal,	Special Resolution
	Managing Director of Company
12	------- -- - - - --t Torevise theRemunerationof ShriPraveenKumar Jain.	- Special Resolution
	Whole Time Director designated as Director (Operations)of
	Company

In the end the Chairman and Company Secretary thanked all the members for their pa11icipation in the meeting. The E-voting facility was kept o[p] en for next 15 minutes to enable the Shareh..[q] lders to cast their vote. The meeting concluded at 4.45 PM .

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Brief Profile and other details as per SEBI Circular CIR/CFD/CMD/4/2015 dated[9][th ] - September 2015 relating to re appointment of Auditors:

Reappointment of M/s SSMS & Associates, Chartered Accountants as Statutory Auditors of the Company:

Disclosure Requirements ReasonforChangeviz. Reappointment Date & term of Re- appointment Brief Profile Disclosure of relationships between Directors

Details Re-appointmentfor Second term as Statutory Auditors of the Com pan). · For the second term of Five consecutive yearsstarting from the conclusion of 5 I s' Annual General Meeting i.e. 28thSeptember. 2022 till the conclusion of the 56thAnnual General Meeting of the Company to be held in the year 2027. MisSSMS& Associates,CharteredAccountants,Bhilwara (Rajasthan) was established in 2014 and is one of the top CA firm in Bhilwara. Its frm Registration No. is 0 I 9351 C. The firm have professional Experience in Statutory and Interal Audits of many listedandunlistedCompanies,BanksandPublicSector Undertakings,ManagementServicesandotherprofessional assignments. N.A.

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