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C.E. Info Systems Limited — AGM Information 2024
Aug 9, 2024
59486_rns_2024-08-09_cdcd3fa8-f424-4d2d-a4cf-b7f339df8dfd.pdf
AGM Information
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August 09, 2024
The Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 BSE SCRIP Code: 543425
The Listing Department National Stock Exchange of India Limited Exchange Plaza Bandra Kurla Complex, Bandra (East) Mumbai 400 051 NSE Symbol: MAPMYINDIA
Subject: Proceedings of 29[th] Annual General Meeting of C.E. Info Systems Limited (the Company).
Dear Sir / Madam,
Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the Regulations), please find enclosed herewith proceedings of 29[th] Annual General Meeting of the Company held on 9th August, 2024 at 11:00 A.M. through Video Conferencing (VC) & Other Audio Visual Means (OAVM).
You are requested to take the same on your records.
Thanking you.
Yours faithfully,
For C.E. Info Systems Limited Saurabh Digitally signed by Saurabh Surendra Surendra Somani Date: 2024.08.09 Somani 14:24:59 +05'30' Saurabh Surendra Somani Company Secretary & Compliance Officer
Encl: BRSR Report
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PROCEEDINGS OF TWENTY‐NINTH ANNUAL GENERAL MEETING (“AGM”) OF THE MEMBERS OF C.E. INFO SYSTEMS LIMITED
The Twenty-Ninth Annual General Meeting (“AGM”/”Meeting”) of the members of C.E. Info Systems Limited was held on Friday, 09[th] August, 2024, at 11.00 a.m. (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) facility, in compliance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular No. 14/2020, dated April 08, 2020, MCA General Circular No. 17/2020, dated April 13, 2020 and MCA General Circular No. 20/2020 dated May 05, 2020, MCA General Circular No. 02/2022 dated May 05, 2022, MCA General Circular No. 10/2022 dated December 28, 2022 and MCA General Circular No. 09/2023 dated September 25, 2023.
Mr. Rakesh Kumar Verma, Chairman of the Company, chaired the meeting. The meeting was attended by 139 Members as per the attendance records of the Company. The requisite quorum being present through VC/OAVM, the Chairman called the meeting to order.
The Following Directors were present at the meeting:
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Mr. Rakesh Kumar Verma, Chairman & Managing Director;
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Ms. Rashmi Verma, CTO & Whole Time Director;
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Mr. Rohan Verma, CEO and Whole Time Director;
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Mr. Shambhu Singh, Independent Director & Chairman of Audit Committee;
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Mr. Anil Mahajan, Independent Director & Chairman of Nomination and Remuneration Committee;
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Ms. Rakhi Prasad, Non-Executive Director & Chairman of Stakeholders Relationship and Grievance Committee;
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Ms. Tina Trikha, Independent Director;
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Mr. Kartheepan Madasamy, Independent Director and
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Mr. Rajagopalan Sundar, Independent Director.
Apart from the Directors, Mr. Anuj Kumar Jain, Chief Financial Officer , Mr. Saurabh Somani, Company Secretary & Compliance Officer and Mr. Brijesh Mathur, from M/s Brijesh Mathur & Associates, Chartered Accountants (“Statutory Auditor”) and Mr. Santosh Kumar Pradhan from M/s Santosh Kumar Pradhan, Company Secretaries (“Secretarial Auditor”) and Scrutinizer appointed to scrutinise the e-voting & Voting at AGM process in a fair and transparent manner, also attended the Meeting.
Mr. Saurabh Somani informed the Members that;
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i. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act,
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ii. The Register of contracts or arrangements in which Directors are interested maintained under Section 189 of the Act and
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iii. Certificate from Secretarial Auditor as required under Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 were available for online inspection during the AGM.
He further informed the members that the Company has provided facility for remote e-voting. Remote e voting was opened from Tuesday, 06[th] day of August, 2024 at 9.00 a.m. upto Thursday, 08[th] Day of August, 2024 at 5.00 p.m. (IST). In order to get maximum participation of shareholders at the AGM, we have provided the facility for voting electronically at this meeting. This is a facility by which all shareholders who have not voted through remote e-voting will be able to vote. The Company had provided the facility to cast the votes electronically, on all resolutions set forth in the Notice. Members who have not cast their votes yet electronically through remote e-voting and who are participating in this meeting will have an opportunity to cast their votes during the meeting through the e-voting system provided by CDSL. Members can click on “Vote” tab on the video conference screen to avail this feature.
The Report of the Statutory Auditors on the Standalone & Consolidated Financial Statements for the Financial year ended 31[st] March, 2024 and Secretarial Auditors Report were taken as read with the permission of the Members present as it did not contain any qualification, observation or comment thereof.
Thereafter, the Chairman readout the Chairman’s Speech and Mr. Rohan Verma briefed the Members about the performance of the Company during FY 2023-24 and future outlook. The Chairman’s Speech - - and the CEO’s Speech is available at the Company’s website at https://cdn public.mappls.com/about mappls/assets/investor_doc/Annual-Report-2023-24.pdf forming part of the Annual Report for financial Year 2023-24.
The Notice of the 29[th] Annual General Meeting was taken as read with the permission of the Members present. Thereafter, Mr. Saurabh Somani, Company Secretary read the following items of business, as per the Notice of 29[th] AGM dated 21[st] June, 2024:
| S. No |
Resolutions | Type of Resolution |
|---|---|---|
| Ordinary Businesses | ||
| 1. | Adoption of the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31stMarch, 2024. |
Ordinary |
| 2. | Declaration and Payment of Dividend for the financial year ended 31st March, 2024. |
Ordinary |
| 3. | Re-Appointment of Director | Ordinary |
| Special Businesses | ||
| 4. | To Consider and Approve the Appointment of Ms. Rashmi Verma (DIN: 00680868), as Whole Time Director of the Company; |
Ordinary |
| 5. | Appointment of Mr. Rajagopalan Sundar (DIN: 00008764) as an Independent Director of the Company; |
Special |
| 6. | Re-appointment of Mr. Shambhu Singh (DIN: 01219193) as an Independent Director of the Company; |
Special |
| 7. | Re-appointment of Mr. Anil Mahajan (DIN: 00003398) as an IndependentDirectorofthe Company; |
Special |
| 8. | Re-appointment of Mr. Kartheepan Madasamy (DIN: 03562906) as an IndependentDirectorofthe Company; |
Special |
| 9. | Re-appointment of Ms. Tina Trikha (DIN: 02778940) as an Independent Directorofthe Company; |
Special |
| 10. | Approval of the material related party transaction(s) proposed to be entered into by the company with Gtropy Systems Private Limited. Subsidiary during the Financial Year 2024-25; |
Ordinary |
| 11. | Approval for the increasing the limit for giving Guarantee or providing Security in connection with Loans availed by M/s Gtropy Systems Private Limited, Subsidiary of the Company; |
Special |
The Chairman, thereafter, informed that in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the applicable circulars issued by MCA and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Securities and Exchange Board of India’s Circular on e-voting facility provided by Listed Entities dated December 9, 2020 and the Secretarial Standard 2 on General Meetings (SS-2), the members were informed that the Company had provided a remote e-voting facility to the members to cast their votes electronically, on all resolutions set forth in the Notice convening the 29[th] AGM of the Company. The Members who had not cast their votes through remote e-voting platform were provided with an opportunity to cast
their votes, through e-voting system of CDSL after the AGM for 30 minutes after which the meeting would stand closed.
Shareholders were provided a facility to ask questions or express their views through VC, audio and through web chat options on the tabled resolutions. Clarifications were provided to the queries raised by the members.
Mr. Saurabh Somani, Company Secretary & Compliance Officer informed the members that the voting results shall be announced after obtaining the Consolidated Scrutinizer’s Report and the same shall be placed on the BSE & NSE website and also on CDSL’s website and on the website of the Company. The results of the voting through e-voting during the Annual General Meeting and remote e-voting opted by the members on the aforesaid resolutions, will be submitted separately in accordance with the provisions of Regulation 44 of the Regulations, along with Scrutinizer's report thereon.
He thanked all and declared proceedings as closed.
The Meeting concluded after E-voting ended at 12:30 P.M.
You are requested to take the same on your records.
Thanking You
For C.E. Info Systems Limited
Saurabh Digitally signed by Saurabh Surendra Surendra Somani Date: 2024.08.09 Somani 14:25:23 +05'30' Saurabh Somani Company Secretary & Compliance Officer