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Calcom Vision Ltd. — AGM Information 2023
Sep 30, 2023
60691_rns_2023-09-30_f46eba74-c4ed-44c0-8cd5-5a6b213de433.pdf
AGM Information
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To September 30, 2023 BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Scrip Code: 517236
Dear Sir/Ma’am,
Sub: Proceedings of 38th Annual General Meeting ('AGM')
In continuation to our intimation dated 8[th] September, 2023 we wish to bring your kind notice that the 38[th] Annual General Meeting ('AGM') of the Company was held on 30[th] September, 2023, Saturday, through Video Conferencing and the business items from Nos. (1) to (7) mentioned in the Notice of the said AGM were transacted at the said meeting.
In this regard, please find enclosed herewith the summary of proceedings as required under Regulation 30, Part-A of Schedule -Ill of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure - I.
We request you to please take the above on record.
Thanking you,
Yours faithfully
For Calcom Vision Limited
Digitally signed AAYUSH by AAYUSHI JINDAL Date: 2023.09.30 I JINDAL 14:07:29 +05'30'
Aayushi Jindal Company Secretary & Compliance Officer Encl: As above
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SUMMARY OF THE PROCEEDINGS OF THE 38[TH ] ANNUAL GENERAL MEETING OF THE MEMBERS OF CALCOM VISION LIMITED HELD ON 30[TH] SEPTEMBER, 2023 THROUGH VIDEO CONFERENCING AT 12:30 P.M.
The 38[th] Annual General Meeting (the "AGM") of the Members of Calcom Vision Limited (the "Company") was held at 12:30 P.M. (IST) on 30[th] September, 2023, Saturday, through Video Conferencing ("VC")/ Other Audio-Visual Means (‘OAVM’), in compliance with the applicable provisions of the Companies Act, 2013, the General Circular Nos., 20/2020 dated 5th May, 2020 and 02/2022 dated 5th May, 2022, issued by the MCA ("MCA Circulars") and Circular No. SEBI/HO/CFD/ CMD2/CIR/P /2022/62 dated 13th May 2022.
The following Directors were present at the 38[th] AGM of the Company:
| Directors Present: | Directors Present: | ||
|---|---|---|---|
| 1 | Mr. Sushil Kumar Malik |
Chairman & Managing Director | Attended over VC from the Corporate Office |
| 2 | Mr. Abhishek Malik | Executive Director | Attended over VC from the Corporate Office |
| 3 | Mr. Akhauri Rajesh Sinha |
Non-Executive Vice Chairman | Attended over VC from the Corporate Office |
| 4 | Mr. Om Prakash Sood | Non-Executive Independent Director & a Chairperson of Audit Committee and Stakeholder & Relationship Committee |
Attended over VC from Delhi |
| 5 | Mr. Sunder Hemrajani | Non-Executive Independent Director & a Chairperson of Nomination and RemunerationCommittee |
Attended over VC from Delhi |
| 6 | Mr. Ashok Kumar Sinha |
Non-Executive Independent Director | Attended over VC from Noida |
| 7 | Mrs. Parvathy Venkatesh |
Non-Executive Independent Director | Attended over VC from Delhi |
| In Attendance: | |||
| 1. | Mr. Pramod Kumar | Chief Financial Officer | Attended over VC from the Corporate Office |
| 2. | Ms. Aayushi Jindal | Company Secretary | Attended over VC from the Corporate Office |
| Invitee: | |||
| 1. | Mr. Deepak Seth | M/s Akash Verma & Associates, Secretarial Auditor |
Attended over VC from Delhi |
| 2. | Mr. Sandeep Kansal | M/s Sandeep Kansal & Associates, Scrutinizer |
Attended over VC from Delhi |
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Members Present: 68 Members attended through video conferencing.
Ms. Aayushi Jindal, the Company Secretary & Compliance Officer of the Company, welcomed the members to the meeting. After ascertaining that the requisite quorum was present, the Company Secretary called the meeting to order and commenced the proceedings of the Meeting.
The Chairman & Board Members introduced themselves.
Thereafter, Mr. Sushil Kumar Malik, the Executive Chairman of the Board, welcomed the members to the 38[th] AGM of the Company and shared the performance of the Company during the FY 2022-23 and the general outlook of the Lighting Industry. With the permission of the members present, the Notice of the 38[th] Annual General Meeting along with the Audited Financial Statements of the Company for the financial year ended 31[st] March, 2023 as read.
Ms. Aayushi Jindal took the proceedings of the meeting forward.
Ms. Aayushi Jindal briefed the members on details relating to their participation at the Meeting through audio-visual means, a facility provided by National Securities Depository Participant (NSDL). In accordance with the provisions of the Companies Act, 2013 and SEBI Regulations, the Members were provided the facility to exercise their right to vote by electronic means, both through remote e-voting facility or voting at the AGM and that Members joining the meeting through video conferencing, who have not casted their vote by means of remote e-voting, may vote through e-voting facility provided by NSDL.
All requisite Statutory Registers and other necessary documents were available electronically during the AGM for inspection of the Members.
The Board of Directors appointed M/s Sandeep Kansal & Associates, as the Scrutinizer for the 38[th] AGM. Based on the report of the Scrutinizer, the combined results of remote e-voting and the e-voting done at the AGM shall be announced and displayed on the website of the Company and also be submitted to the Stock Exchange as per the requirements under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
In terms of the Notice dated August 10, 2023 convening the 38[th] AGM of the Company, the following business was transacted at the Meeting through remote e-voting.
| S.No. | Particular | Type of Resolution |
|---|---|---|
| 1 | Adoption of audited Balance Sheet as on March 31, 2023, Statement of Profit and Loss and Cash Flow Statement for the |
Ordinary Resolution |
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| year ended on that date, together with reports of the Directors and Auditors thereon |
||
|---|---|---|
| 2 | Appointment of Mr. Sushil Kumar Malik (DIN: 00085715), who retires by rotation and being eligible offers himself for re- appointment, as a director. |
Ordinary Resolution |
| 3 | Re-appointment of M/s Suresh Chandra & Associates (Firm Registration no. 001359N) Statutory Auditors of the Company for the term of five consecutive years |
Ordinary Resolution |
| 4 | Appointment of Mr. Akhauri Rajesh Sinha (DIN: 03566720) as a Non-Executive Vice Chairman of the Company |
Special Resolution |
| 5 | Ratification of Remuneration payable to Cost Auditors | Ordinary Resolution |
| 6 | Increase in the Borrowing limit of the Company from Rs. 50 Cr to Rs. 75 Cr. |
Special Resolution |
| 7 | Creation of Charges on the movable and immovable properties | Special Resolution |
Members who attended the Meeting were given an opportunity to ask questions and seek clarification(s).
Thereafter the Chairman authorized Ms. Aayushi Jindal, Company Secretary to carry out the e-voting process and conclude the Meeting. The voting results on the above stated resolutions will be communicated to the stock exchanges along with the scrutinizer's report on the remote e-voting and e- voting done at the AGM within the stipulated time period. The same will also be placed on the website of the Company and on the website of National Securities Depository Limited.
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 virtually.
The e-voting facility was kept open for the next 15 minutes to enable the Members to cast their vote.
This is for your information and records.
Thanking you.
Aayushi Jindal
Company Secretary & Compliance Officer
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