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California Software Co. Ltd. AGM Information 2023

Sep 29, 2023

63642_rns_2023-09-29_c66777ce-4978-4b29-8707-2dd552f02022.pdf

AGM Information

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096

Phone +91 94448 60882

Email: [email protected] www.calsoftgroup.com/www.calsof.com

29.09.2023

To

National Stock Exchange Of India Limited Symbol – CALSOFT Exchange Plaza, 5th Floor, Plot No. C/1, G Block Bandra-Kurla Complex Bandra (East), Mumbai – 400051

BSE Limited Security Code – 532386 Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400001

Sub: Outcome of the 31[st] Annual General Meeting of California Software Company Limited held on 29[th] September 2023 through Video Conferencing (VC) – Regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

Dear Sir/Madam,

With reference to our letter dated September 6, 2023, providing intimation on the 30th Annual General Meeting (“AGM”) of California Software Company Limited scheduled on Friday, September 29, 2023, at 1:30 P.M. (IST) through Video Conference (“VC”) / Other Audio Visual Means (“OAVM”), we would like to inform that the AGM was duly held. The business was transacted thereat as per the Notice of the AGM dated September 6, 2023, in terms of the General Circular No. 02/2022 and No. 03/2022 dated 5th May 2022, read with General Circulars dated April 8, 2020, April 13, 2020, and January 13, 2021, issued by the Ministry of Corporate Affairs(“MCA”) and in compliance with the provisions of the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

In this connection, please find enclosed the summary of proceedings of the 31[st] AGM pursuant to Regulation 30, read with Part A of Schedule III of the SEBI Listing Regulations. The Company shall file the Voting results and the scrutiniser report in due course. Kindly take the above information on your record.

Thanking you, Yours truly

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For CALIFORNIA SOFTWARE COMPANY LIMITED

MAHALINGAM VASUDEVAN MANAGING DIRECTOR DIN: 01608150

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096

Phone +91 94448 60882

Email: [email protected] www.calsoftgroup.com/www.calsof.com

CERTIFIED COPY OF SUMMARY OF PROCEEDINGS OF THE 31[ST] ANNUAL GENERAL MEETING OF THE MEMBERS OF CALIFORNIA SOFTWARE COMPANY LIMITED HELD ON FRIDAY, THE 29[TH ] SEPTEMBER 2023 AT 1:30 P.M. THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO VISUAL MEANS (“OVAM’)

  1. Pursuant to Regulation 30 read with Para A of Schedule III to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), it is hereby informed that the 31[st ] Annual General Meeting (“AGM”) of the Company was duly held on September 29, 2023 at 1:30 P.M through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”).

  2. Ms. AVN. Srimathi, Independent Woman Director, extended a warm welcome to the Members, Directors, Officers and others present in the Meeting and informed that the AGM has been called, convened and conducted in compliance with the circulars issued by the Ministry of Corporate Affairs and the Securities Exchange Board of India and in compliance with the provisions of Companies Act, 2013, Secretarial Standard-2 and SEBI (LODR) Regulations, 2015.

  3. Mr. Fredrick Bundle, as the Chairman of the meeting, took the Chair. He welcomed all the Members, Directors, Officers and others present in the Meeting. The quorum was present throughout the meeting. The number of shareholders as of cut-off date, i.e., September 22, 2023, was 13934

  4. The Chairman called the meeting to order as requisite quorum was present, and he introduced the Directors, Secretarial Auditors and Statutory Auditors attending the meeting.

  5. The Chairman thanked the shareholders for joining the meeting. He informed that the meeting is being held through VC/OAVM in compliance with the circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

  6. With the consent of the members present at the meeting, the notice convening the 31[st ] Annual General Meeting, the Directors’ Report, Statutory Auditors’ Report and the Financial Statements for the financial year ended March 31, 2023, were taken as read. The Standalone and Consolidated Reports of the Independent Auditors for the financial year ended March 31, 2023, do have qualification.

  7. The Chairman delivered his speech and briefed the Members on the Operational and Financial performance of the Company for the financial year ended 31st March 2023 and outlined the Company's expansion plans and strategies. He expressed confidence that the Company's performance would further improve in the current year. After delivering his short speech, the Chairman asked the Company Secretary to explain the voting process on the resolutions in the meeting.

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096 Phone +91 94448 60882

Email: [email protected] www.calsoftgroup.com/www.calsof.com

  1. The Chairman informed the members that pursuant to the provisions of the Companies Act, 2013, the Rules framed there under, and the SEBI LODR 2015, the Company had provided the remote e-voting facility to the members of the Company in respect of the resolutions to be passed at the meeting. The remote e-voting commenced on Tuesday, September 26, 2023 (10:00 AM) and ended on Thursday, September 28, 2023 (5:00 PM).

  2. He further informed that the e-voting facility during the meeting had been made available through the voting page of the NSDL e-voting website for the members present via VC/OAVM and who had yet to cast their vote through remote e-voting.

  3. The Company had appointed S. Dhanapal & Associates, Practising Company Secretaries, Chennai, as the scrutiniser to scrutinise the remote e-voting and e-voting process during the AGM.

  4. Ms. AVN. Srimathi invited comments and questions from the Members who had registered as Speakers. The Chairman, Managing Director and CFO answered queries raised by the Members regarding Financial Statements, business operations, the impact of COVID-19, etc.,

  5. The following businesses were transacted at the 31[st] Annual General Meeting:

S.No. Businesses Resolution Type
1. Adoption of audited standalone and consolidatedfinancial statements Ordinary Resolution
2. Appointment of Mr. Vijayakumar (DIN: 07892448)Whole Time Director of the Company, who retired byrotation Ordinary Resolution
3. Appointment of M/s. K. Gopal Rao & Co., CharteredAccountants (Firm Registration No. 000956S), as theStatutory Auditors of the Company Ordinary Resolution
4. Re-appointmentofDr.VasudevanManimala(DIN:01980557) as Executive/Whole-Time Director Special Resolution
  1. The Chairman conducted the voting procedure and informed that the requisite quorum was present throughout the meeting.

  2. The members were informed that the e-voting facility would remain open for the next 15 minutes. The consolidated voting results cast through remote e-voting and e-voting at the Annual General

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California Software Company Limited

CIN: L72300TN1992PLC022135

Registered Office: Workflo, Greeta Towers, Industrial Estate, Perungudi, OMR Phase 1, Chennai 600096

Phone +91 94448 60882

Email: [email protected] www.calsoftgroup.com/www.calsof.com

Meeting on all resolutions, once finalised, shall be communicated to the Stock Exchanges viz., BSE Limited and National Stock Exchange of India Limited and also placed on the Company's website, www.calsof.com after receiving the Report from the Scrutinizer within 48 hours of the conclusion of the Annual General Meeting of the Company.

  1. Ms. AVN. Srimathi thanked the Members, Directors, Secretarial and Statutory Auditors for attending the meeting.

  2. The meeting concluded at 02:40 P.M. with a vote of thanks.

Kindly take the above intimation on record. For California Software Company Limited Dr Vasudevan Mahalingam Chief Executive Officer & Managing Director (DIN-01608150)