BSL Ltd. — AGM Information 2021

Sep 29, 2021

REGO. OFFICE : 26,lndustrial Area, Gandhi Nagar, BHILWARA-311 001 (Rajasthan) !NOIA Tel.: (91 1482) 249101-102, 245000 E-mail : accounts@bslsuitings.com, Website : www.bslltd.com C.I.N. : L24302RJl970PLC002266

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PROUD TO BE INDIAN
PRIVILEGED TO BE GLOBAL
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BSLLtd.

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www.bslltd.com

REF: BSL/CS/2021-22/ Dated: 29/09/2021

National Stock Exchange oflndia 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 400 001 NSE Symbol: BSL BSE Scrip Code: 514045

Subject: Outcome/Summary of Proceedings of 50 th Annual General Meeting held on 28 September, 2021 pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, held through Video Conferencing/Other Audio Visual Means ("VC/OA YM").

Dear Sir/ Madam,

In compliance with Regulation SO 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 50th Annual General Meeting of BSL LTD. held on 28 th September, 2021 at 04.00 P.M. through Video Conferencing/ Other Audio Visual Means ("VC/ OA VM"), without physical presence of the Members at the AGM.

The voting results along" ith 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) \'ithin 48 hours from the conclusion of meeting and the results shall also be intimated to BSE Limited and National Stock Exchange oflndia Ltd.

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

Thanking You,

Yours Fait

•

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

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Tested for harmful substances according to Oeko-Tex• Standard 100 No. 09.HIN.68375 Hohenstein

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PROUD TO BE INDIAN
r'RIVILEGED TO BE GLOBAL
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BSL Ltd. 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 www.bslltd.com C.I.N. : L24302RJl970PLC002266

Summary of Proceeding·s of the 50[th ] Annual General Meeting (AGM) of the Members ofBSL Ltd. held on Tuesday. 28[th ] September. 2021 at 04.00 PM through VC/ OAVM

The 50[th ] Annual General Meeting of BSL LTD was convened on Tuesday, the 28[th ] day of September, 2021 at 04:00 PM. through Video Conferencing ("VC")/Other 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 January 13, 2021 which read together with 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 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 manufacturing plant of Company situated at Mandpam, Bhilwara, Rajasthan.

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

The following Directors, !'\MPs, Auditors and other panelist were present m 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 NiYedan Churiwal (DIN: 0000 I 749), 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. 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: 00118527), Independent Director, member of Audit Committee and Chairman of Nomination and Remuneration Committee of the Company Shri Amar Nath Choudhary (DIN: 00587814,), Independent Director, Chairman of the Audit Committee and Stakeholders Relationship Committee and Member of Share Transfer Committee of the Company

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

3. 8 .. ShrjCommittee of the Company· Giriraj Prasad Singha] (DIN: 00331849), Independent Director, member of CSR

4. Shri Pra,een Kumar Jain, (DIN: 09196198), Director (Operations) & CFO of the Company ..

5. Shri Satish Somani, Partner, M/s SSMS & Associates, Chartered Accountants, Statutory Auditors of the Company.

6. I 1. Shri Sunil Surana, Partner, M/s A. L. Chechani & Company, Chartered Accounta Internal Auditors of the Company.

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VEGAN
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BSLLtd.

REGD. 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. : L24302RJl970PLC002266

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PROUD TO BE INDIAN
,RIVILEGED TO BE GLOBAL
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www.bslltd.com

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

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

The Company Secretary informed the Members that pursuant to the provisions of Section 108 of the Companies Act, 201S read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 ofSEBI (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, 2021 (9:00 a.m.) to 27[th ] September, 2021 (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 50[th ] 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, 201S, were kept open electronically for inspection by the members during the AGM.

Ms .. Aanchal Patni, Company Secretary and Compliance Officer of the Company further informed the Chairman that requisite number of members for constituting the quorum as per the Companies Act, 201 S 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 48 hours from the conclusion of meeting i.e. on. or before S0[th ] September, 2021 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 �resent throughout the meeting. He then welcomed the members to the 50 [1] h Annual General Meeting of the Company. The Chairman informed the members that Shri Ravi Jhunjhunwala, Non-Executive Director of the Company has conveyed his inability to att�nd the meeting due to unavoidable reasons.

� ,r The Notice of the 50[th ] AGM 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.

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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. : L24302RJl970PLC002266

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PROUD TO BE INDIAN
PRIVILEGED TO BE GLOBAL
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BSL Ltd.

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www.bslltd.com

The Chairman, thereafter, addressed the members highlighting the salient features of the Company's operations and performance relating to the year ended the S l'' March, 2021 and also highlighted on the performance of the Company for the current fiscal year 2021-22 and the future plans of the Company.

The Company Secretary then initiated discussion and invited the shareholder who had registered herself as Speaker and was attending the Meeting through VC/OAVM, to put forward her queries/feedback, if any, on the Reports and Financial Statements of the Company for the financial year ended S 1[st ] March, 2021. The queries of the member were aptly replied by the Managing Director.

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

S. No.	Details of Resolution	Resolution Tye
1 To recei\·e, consider and adopt the audited financial statements of the Company for the year ended S l '' March, 2021, together with the Reports of the Board of Directors and Auditors thereon 2 To Re appoint Shri Shekhar Agarwal (DIN: 00066113) who retires by rotation being eligible, offers himself for reappointment s To ratify the Remuneration of Cost Auditors 4 Approval for Material Related party transactions 5 To appoint Shri Arun Ifomar Churiwal (DIN: 00001718) as Chairman of the Company for a period of S years from 0l/09N0l1to s1/08/202+		Ordinary Resolution Ordinary Resolution Ordinary Resolution Ordinary Resolution Special Resolution Special Resolution Special Resolution
6 To appoint Shri Ni\·edan Churiwal (DIN: 00001719) as Managing Director of the Company for a period of S years from 26/07/2021 to 25/07/2024. 7 To appoint Shri Praveen Ifomar Jain (DIN: 09196198) as Director (Operations) of the Company for a period of S years from Oi_I_0612021 to 06/ 061202'1.

In the encl the Chairman and Company Secretary thanked all the members for their partioi°pation in the meeting The meeting concluded at +:S 1 PM. The E-\'Oting facility was kept open for next 15 minutes to enable the Shareholders to cast their vote.

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For BSL LTD
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M. N o.:-ACS-43134

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Tested for harmful substances according to Oeko-Tex• Standard 100 No. 09.HIN.68375 Hohenstein

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PROUD TO BE INDIAN PRIVILEGED TO BE GLOBAL

BSLLtd.

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. : L24302RJl970PLC002266

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www.bslltd.com

Brief profile of all Appointed Directors

	Name of Director	Shekhar	Arun Kumar	Nivedan			Praveen Jain
		Agarwal	Churiwal	Churiwal
	Category of	Promoter -Non	Promoter -	Promoter -			Non- Promoter-
	Directorship	Executive	Executive	Executive			Executive
	Date of	23/05/2002	04/11/1977	26/07/1997			06/07/2021
	Appointment on
	the Board
	Reason for change	Re-appointment	Appointment	Appointment			Appointment
	Term of Appointment	Liable to retire by rotation	From1 stSeptember, 201 I to SIstAugust, 2011·	From 2c;th July, 1011to�5thJuly, 20211,			From 7thJune, 101 I to 6thJune, 2011-
	Qualifcation	B. Tech (Mech)-	B.A. (Hons)	B.Com (Hons.)			B.Sc., FCA. FCS,
		I IT l\anpur,					FCMA, DBF
		M.Sc. (Chicago)
	Brief Profile	He is an Industrialist	He is the Chairman of	He is the Managing			He has more than 33
		with a rich business	the Company and is	Director of the			years of experience in the
		experience & well	the representati,·e of	Company and is the			field of finance, accounts,
		known name in	the Promoter group	representati,·e of	the		legal and Secretarial and
		Tex tile f ndustry. His	holds 10,7G,9IG	Promoter group			Commercial & Marketing
		educational	Equity Sha res in the	holds 6,6 I ,07 I			segments.
		qualifications are	Company. He is B.A.	equity shares in the			He i,� a fellow member of
		B.Tech (Mech.) I IT,	(Hons.) from Calcutta	Company. He is			all three renowned
		M.Sc. (Chicago). He	Uni,·ersity. He is an	B.Com (Hons.) from			professional institutes
		is also on Board &	eminent Industrialist	Calcutta University.			!CAI, JCSJ & ICMAI.
		Committees of Vario11� Companies. Mr. Aµarwal i1 non	with rich experience of Textile I ndust1- He holds di1·ecto1·ship	He is an Industrialist with rich experience of			He started his career as Management trainee at BSL Ltd. during I fl87
		execuli, v Director of	in BSL since 1977.	Tex tile Industry.	He		and was elevated from.
		M/s. llSL Limited. Mr. Agarwal i1 also	He is Chairman of CSR Committee anu	holds directorship in BSL since 19fl7. He			time to time as President & CFO.
		on the ,arious	member of	is member or			He is associated with
		Committees of	Stakeholder	Stakeholders			Company over last three
		various Textile A::.ociation5 &	Relationship Committee of the	Relationship Committee and CSR			decades. He has worl<ed for all the departments of
		Bodies.	Company. He is	Committee of the			the company and gained
	'		looking after the	Company.			tremendous professional
			overall affairs of the				expertise over the years.
			company.
	Relationship with	Nil	He is father of	He is son of			Nil •
	other Directors, Manager a! KMP		Shri Nivedan Churiwal.	Shri Arun Iumar
				Churiwal.
	Whether debarred	No	No	No			No
	from holding the ofice of Director
	pursuant to any SEBI
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