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Camlin Fine Sciences Ltd AGM Information 2021

Jul 23, 2021

59255_rns_2021-07-23_75ee10df-d515-4369-bb81-f27e855b9781.pdf

AGM Information

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20th July, 2021

To, To,
BSE Limited, Listing Department,
25, P. J. Towers, National Stock Exchange of India Ltd.,
Dalal Street, Exchange Plaza, Bandra Kurla Complex,
Mumbai – 400 001 Bandra (East), Mumbai‐ 400051
Ref: Company Scrip Code: 532834 Ref: Symbol: CAMLINFINE Series: EQ

Dear Sir/Madam,

Sub: Proceedings of the 28th Annual General Meeting ("AGM") of Camlin Fine Sciences Limited (the "Company").

Dear Sir/Madam,

We wish to inform you that the 28th AGM of the Company was held on Tuesday, July 20, 2021 through video conferencing, to transact the business as stated in the AGM Notice dated June 17, 2021. In this regard, please find attached the summary of the proceedings of the AGM pursuant to Regulation 30 read with Part A of Schedule ‐ III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations').

The same is also made available on the Company's website at www.camlinfs.com.

Request you to kindly take this intimation on record and acknowledge.

For Camlin Fine Sciences Limited

Mr. Mandar Godbole GM Legal & Company Secretary (Membership No – 30240)

$$ +91\ 22\ 6700\ 1000 $$

PROCEEDINGS OF THE 28TH ANNUAL GENERAL MEETING ('AGM') OF CAMLIN FINE SCIENCES LIMITED HELD ON TUESDAY, JULY 20, 2021 AT 11:00 AM IST THROUGH VIDEO CONFERENCING / OTHER AUDIO‐VISUAL MEANS.

In view of continuing COVID‐19 pandemic, the 28th Annual General Meeting ("AGM") of Camlin Fine Sciences Limited (the 'Company') was held on Tuesday, July 20,2021 at 11:00 AM IST through video conferencing ('VC') or other audio‐visual means (OAVM), in compliance with the applicable provision of the Companies Act, 2013, General Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 5, 2020, issued by Ministry of Corporate Affairs ('MCA').

MEMBERS PRESENT:

57 Members were present at the meeting through video conferencing or other audio‐visual means.

Sr. No. Name Designation
1. Mr. Ashish Dandekar Chairman & Managing Director
2. Mr. Nirmal Momaya Managing Director
3. Mr. Arjun Dukane Executive Director
4. Ms. Anagha Dandekar Non‐Executive Director
5. Mr. Harsha Raghavan Non‐Executive Director
6. Mr. Sarvjit Singh Bedi Non‐Executive Director
7. Mr. Atul Pradhan Independent Director
8. Mr. Nicola Paglietti Independent Director
9. Ms. Conrad Dsouza Independent Director
10. Mr. M.G. Palekar Independent Director
11. Mr. Thomas Videbaek Independent Director

DIRECTORS PRESENT THROUGH VIDEO CONFERENCING:

KEY MANAGERIAL PERSONNEL PRESENT THROUGH VIDEO CONFERENCING:

Sr. No. Name Designation
1. Mr. Santosh Parab Chief Financial Officer
2. Mr. Mandar Godbole Company Secretary & GM ‐ Legal

REPRESENTATIVE OF THE STATUTORY AUDITOR PRESENT THROUGH VIDEO CONFERENCING:

Mr. Farhad Bhesania, Partner – Kalyaniwalla & Mistry LLP

Mr. Ashish Dandekar – Chairman & Managing Director welcomed all the members to the 28th AGM of the Company. The Chairperson informed that this meeting was being held through video conference in accordance with the circular issued by the MCA and the SEBI. Participation of members through video conference was being reckoned for the purpose of quorum as per the circulars issued by MCA and Section 103 of the Companies Act, 2013. The requisite quorum was present through video

conference to conduct the proceedings of the meeting and the Chairperson called the Meeting to order.

The Chairperson informed that Notice of the 28th AGM alongwith the explanatory statements and the Annual Report for the financial year ended March 31, 2021 have been emailed to the members within the statutory time period.

In compliances with the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided remote e‐ voting facility to all the members as on the cut‐off date of July 13, 2021, to cast the votes on all resolutions as set forth in the AGM notice from Saturday, July 17, 2021 to Monday, July 19, 2021 (both days inclusive). Further, members, who had not participated in remote e‐voting process could still cast their vote on all resolutions as set forth in the AGM notice through the e‐voting facility of National Securities Depository Limited as made available during the meeting. The Chairman informed the members that the combined results of remote e‐voting and e‐voting at the EGM shall be intimated to the Stock Exchanges on or before July 21, 2021 and the same shall be made available on the Company's website and the website of Company's Registrar and Share Transfer Agents, Link Intime India Private Limited.

With the consent of the members present, Notice of the 28th AGM alongwith the explanatory statements, the Directors' Report and the Auditors' Report were taken as read.

The Chairperson addressed the shareholders wherein he gave brief background on the Company's performance during the financial year 2020‐21.

Thereafter, the following items of businesses, as per the Notice of AGM, were transacted and approved by the members at the meeting.

Ordinary Business:

    1. Annual Accounts (standalone and consolidated) for the financial year ended March 31, 2021.
    1. Re‐appointment of Anagha Dandekar as Non‐Executive Director of the Company.
    1. Re‐appointment of Nirmal Momaya as Non‐Executive Director of the Company.

Special Business:

    1. Appointment of Harsha Raghavan as Non‐Executive Director of the Company with effect from August 20, 2020.
    1. Appointment of Sarvjit Singh Bedi as Non‐Executive Director of the Company with effect from September 29, 2020.
    1. Appointment of Conrad Dsouza as Independent Director of the Company for a period of five (5) years with effect from September 29, 2020.
    1. Appointment of M.G. Palekar as Independent Director of the Company for a period of five (5) years with effect from December 24, 2020.
    1. Appointment of Thomas Videbaek as Independent Director of the Company for a period of five (5) years with effect from March 31, 2021.

    1. Appointment of M/s. ABK & Associates, Cost Accountants as Cost Auditors for the financial year ending on March 31, 2022.
    1. Re‐appointment of Arjun S. Dukane as Executive Director Technical for a further period of three (3) years with effect from June 1, 2021 and approve his remuneration.
    1. Appointment of Nirmal V. Momaya as Managing Director for a period of three (3) years with effect from June 1, 2021 and approve his remuneration.
    1. Approval for payment of excess remuneration to Ashish S. Dandekar ‐ Managing Director for the financial year 2020‐21.
    1. Re‐appointment of Ashish S. Dandekar as Chairman & Managing Director for a period of three (3) years with effect from August 1, 2021 and approve his remuneration.
    1. Approval for payment of excess remuneration to Dilip D. Dandekar ‐ Chairman & Non‐Executive Director for the financial year 2020‐21.
    1. Approval of CFSL ‐ Employee Stock Option Plan 2021 and grant of Employee Stock Options and/or Shares to the permanent employees and Directors of the Company.
    1. Grant of Employee Stock Options and/or Shares to the permanent employee(s) and directors of existing and future subsidiary company(ies) of the Company whether in or outside India under CFSL ‐ Employee Stock Option Plan 2021.
    1. Grant of Stock Options equal to or more than 1% of the Issued Share Capital of the Company under CFSL ‐ Employee Stock Option Plan 2021.

After all the agenda items were duly taken up, the meeting concluded at 11.40 a.m. with a vote of thanks to the Chair and the members.

For Camlin Fine Sciences Limited

Mr. Mandar Godbole GM Legal & Company Secretary (Membership No – 30240)

$$ +91,22,6700,100 $$