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Elgi Equipments Ltd. AGM Information 2020

Aug 15, 2020

60896_rns_2020-08-15_7824674c-8b7c-4329-8da0-2896b1c07146.pdf

AGM Information

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15th August 2020

To Listing Department BSELimited 25th Floor, PJTowers, Dalal Street Mumbai - 400001

Listing Department National Stock Exchange of India Limited Exchange Plaza, C-l Block G Bandra Kurla Complex, Bandra, East Mumbai - 400051 Scrip Code: 522074 Scrip Code: ELGIEQUIP

Dear Sir,

Sub: Proceedings of the 60thAnnual General Meeting of the Company held on 14th August 2020 through video conferencing / other audio-visual means

Pursuant to Regulation 30 read with Para A of Part A of Schedule III of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby informed that the 60th Annual General Meeting of the Company was duly held on Friday, 14thAugust 2020 at 3:30 PM (1ST)through video conferencing (VC) / other audio visual means (OAVM) in compliance with the Circular Nos. 20/2020 dated 5th May 2020, 14/2020 dated 8thApril 2020 & 17/2020 dated 13thApril 2020 issued by the Ministry of Corporate Affairs and Circular dated 12th May 2020 issued by the Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the proceedings of the same are given hereunder:

The following persons were present through Video Conferencing/ other audio-visual means

    1. Mr.Jairam Varadaraj, Managing Director
    1. Dr. T. Balaji Naidu, Non-Executive Director
    1. Mr. Harjeet Singh Wahan, Non-Executive Director
    1. Mr. Mohan Nambiar, Independent Director & Chairman of the Stakeholders Relationship Committee
    1. Mr. Ramprasad M, Independent Director & Chairman of the Audit Committee
    1. Mr. Ganesh Devaraj, Independent Director & Chairman of the Nomination & Remuneration Committee
    1. Mr. B Vijayakumar, Independent Director
    1. Mr. Sudarsan Varadaraj, Non-Executive Director
    1. Ms. Aruna Thangaraj, Independent Director
    1. Mr.Ragunathan Gunabooshanam, Chief Financial Officer
    1. Mr.Ragunathan K, Company Secretary

Trichy Rood, Singonollur, coimbotore - 6illOOS, Tamilnadu, India

T : +91 il22 2589 555, W :www.elgLcom, Toll - free No : 1800-il25- 35UU, (IN: L29120TZ1960PLC000351

Mr. Baskar Paneerselvam of Mis. Price Waterhouse Chartered Accountants LLP, the Statutory Auditors, Mr. M.D. Selvaraj of Mis. MDS & Associates, the Secretarial Auditors & Scrutiniser also participated in the meeting from their respective locations.

Mr.Jairam Varadaraj, (DIN: 00003361), Managing Director, Chaired the 60th Annual General Meeting.

Before commencing with the proceedings of the meeting, he briefed the members about the procedure for participation in the meeting through video conferencing. The Company had availed the facility provided by Link Intime India Private Limited for holding the AGM through VC I OAVM and for remote e-voting as well as e-voting at the time of AGM.

He then informed that in view of the ongoing travel restrictions and the social distancing norms implemented due to the COVID-19 pandemic prevailing across the globe, the meeting was being conducted through video conferencing facility in accordance with the framework issued by the Ministry of Corporate Affairs & SEBI.

The Chairman then introduced the Directors present at the sov Annual General Meeting and informed that the Statutory Auditors and the Secretarial Auditors were present at the meeting.

Requisite quorum in accordance with Section 103 of the Companies Act, 2013 being present, the Chairman then called the 60th Annual General Meeting to order and proceeded to conduct the meeting.

The Chairman then informed that the Registers as required under the Companies Act, 2013 has been made available electronically for inspection by the members during the AGM and that the Company had received a Certificate from the Statutory Auditors of the Company that the Elgi Equipments Limited Employee Stock Option Plan 2019 has been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolutions passed by the members in this regard.

The Chairman then proceeded to explain the process of e-voting at the meeting and informed that the Company had provided the members with the facility to cast their vote on all the resolutions as set out in the Notice of AGM through the remote e-voting system administered by Link Intime India Private Limited during the period from 11th August 2020 to 13th August 2020.

He further informed that the facility for voting at the meeting was also provided to members present in the meeting and who had not cast their votes through remote e-voting.

He further stated that Mr. M.D. Selvaraj FCS,of MDS & Associates, Company Secretary in Practice, Coimbatore has been appointed as the Scrutinizer for the e-voting process.

Thereafter, the following items of business as mentioned in the Annual General Meeting Notice dated 29thJune 2020 were transacted at the meeting.

Ordinary Business:

    1. Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 3pt March 2020 together with the Reports of the Board of Directors and Auditors thereon. (Ordinary Resolution)
    1. Confirmation of the interim dividend of Rs 1.65 per equity share already paid during the year as final dividend for the financial year ended 3pt March 2020 (Ordinary Resolution)
    1. Re-appointment of Mr. Harjeet Singh Wahan, (DIN: 00003358) as a Director on retirement by rotation (Ordinary Resolution)

Special Business:

    1. Ratification of the remuneration payable to Mis. STR & Associates, (Firm Registration No.000029) Cost Auditors of the Company for the financial year ending 3pt March 2021 (Ordinary Resolution)
    1. Appointment of Mr. Anvar Jay Varadaraj, (DIN:07273942) as a Director of the company. (Ordinary Resolution)
    1. Approval for payment of consultancy fees to Mr Harjeet Singh Wahan (DIN: 00003358), Non-Executive Director, for the rendering of services in the nature of Business Process Consulting with effect from pt April 2020 to 3pt March 2021 (Ordinary Resolution)
    1. Re-appointment of Mr. Jairam Varadaraj (DIN: 00003361) as the Managing Director of the Company for a further period of 5 years with effect from ptApril 2021 (Ordinary Resolution)

The Chairman then invited the shareholders who had registered themselves as speakers to ask questions or express their views through video conferencing facility and through chat on the aforesaid resolutions. The Chairman then clarified the queries raised by the members.

He further informed the members that the e-voting facility on the platform of Link Intime India Private Limited would remain open for the next 15 minutes to enable those shareholders who had not cast their vote to vote on the resolutions set out in the Notice.

He further informed that the Results would be declared, after considering both Remote e-voting and e-voting during the meeting, within 2 days and the consolidated Scrutinizers' Report will be placed in the Company's website and in the website of Link Intime India Private Limited and the Results will also be intimated to the Stock Exchanges.

The Chairman then declared the proceedings of the meeting as closed.

Kindly take this intimation on record.

Thanking you

Yours faithfully For ELGI EQUIPMENTS LIMITED

~

RAGUNATHAN K COMPANY SECRETARY

M Com MBAFCS

"SURYA",35, Mayflower Avenue, Sowripalayam Road, Coimbatore 641028. Phone: 0422-2318780, 2316755, Fax: 0422-2314792, E-mail: [email protected], Web: www.mdsservices.in

COMBINED SCRUTINIZER'S REPORT FOR REMOTE E-VOTING AND E-VOTING AT THE ANNUAL GENERAL MEETING [Pursuant to Section 108 of the Companies Act 2013read with Rule 20 of the Companies (Management and Administration) Rules, 2014- as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To

The Chairman 60thAnnual General Meeting of the Equity Shareholders of Mis. ELGI EQUIPMENTS LIMITED (CIN: L29120TZ1960PLC000351) Held on Friday, the 14thAugust 2020at 3:30PM (1ST) through video conferencing (VC)/ other audio-visual means (OAVM)

Dear Sir,

Sub: Scrutinizer's Report on remote e-voting and e-voting conducted at the 60th Annual General Meeting of Mis. ELGI EQUIPMENTS LIMITED held on 14thAugust 2020.

1, M D Selvaraj, FCS Proprietor of M/ s. MDS & Associates, Company Secretaries, Coimbatore have been appointed by the Board of Directors of Mis. ELGI EQUIPMENTS LIMITED ("the Company") as a Scrutinizer for the purpose of scrutinizing the remote e-voting process and the e-voting conducted at the 60th Annual General Meeting in a fair and transparent manner and for the purpose of ascertaining the requisite majority on the remote e-voting and e-voting on the resolution(s) as set out in the Notice convening the 60thAnnual General Meeting of the Company held on Friday, the 14thday of August 2020 at 3:30 PM (1ST)through video conferencing (VC)/ other audio-visual means (OAVM) 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 (as amended), Regulation 44 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Circular No. 20 dated 5thMay 2020 read with Circular No. 14 dated 8th Apri~ 2020 and Circular No. 17 dated 13thApril 2020 issued by the Ministry of corpor~~OCl' Affairs ("MCA Circulars"). ((~ M S ~~I

~

Responsibility of the Management

The Management of the Company is responsible to ensure compliance with the requirements of the Companies Act, 2013and the Rules made thereunder in relation to exercising of voting rights through electronic means, on the resolution(s) as set out in the Notice convening the 60thAnnual General Meeting dated 29thJune, 2020.

Responsibility as a Scrutinizer

My responsibility, as a Scrutinizer for the remote e-voting process and for the evoting at the 60th Annual General Meeting, is restricted to the preparation of a Scrutinizer's Report on the votes cast "in favour" or "against" the resolution(s), as set out in Item No.1 to Item No.7 in the Notice convening the 60thAnnual General Meeting of the Company dated 29thJune 2020,based on the reports generated from the e-voting system provided by Link Intime India Private Limited (LIIPL), the Authorized Agency, engaged by the Company for providing e-voting facilities.

Further, in addition to the above, I submit my report as under

  • a. The Notice dated 29thJune 2020 convening the 60thAnnual General Meeting (AGM) of the Company along with necessary statement setting out the material facts under Section 102 of the Companies Act, 2013 and the disclosure under Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), in respect of the below mentioned resolution(s) to be passed at the said 60thAnnual General Meeting of the Company, were sent by the Registrar & Share Transfer agent viz. Link Intime India Private Limited (LIIPL) through electronic mail to the members who had registered their email ID with the Company / Depositories in accordance with the said MCA Circulars. The Company has also placed the notice of the 60thAnnual General Meeting on the website of the Company.
  • b. The Company has availed the e-voting services offered by the Link Intime India Private Limited (LIIPL)for providing the remote e-voting and the facility of evoting at the meeting to the shareholders of the Company.
  • c. The remote e-voting period commenced on Tuesday, the 11th day of August, 2020at 9:00AM and ended on Thursday, the 13thday of August 2020at 5:00PM. During the period, the members of the Company, holding shares in physical and / or in dematerialized form, as on the cut-off date i.e. 7th August 2020 were

H1)5 &A-uc~ COMPANY SECRETARIESIN PRACTICE Continuation Sheet ...

  • d. Upon the commencement of the 60th Annual General Meeting, the e-voting platform was activated to enable the shareholders who were present in the 60th Annual General Meeting through video conferencing / other audio visual means and who had not cast their vote on the resolutions through remote e-voting to vote through e-voting facility at the meeting. The e-voting facility provided at the meeting was disabled at the conclusion of the Annual General Meeting.
  • e. I, as the Scrutinizer, unblocked the votes cast by the Shareholders of the Company through the e-voting process, on 14thday of August 2020at 4.34PM in the presence of Mr.A Selten Jayaraj (the undersigned as Witness No.1) and Mr.Sarathraj S (the undersigned as Witness No.2),who are not in employment of the Company in accordance with Rule 20(4)(xii)of the Companies (Management and Administration) Rules, 2014(as amended).

Name: Mr.A Selten [ayaraj Name: Mr.Sarathraj S

Witness No.1 Witness No.2

  • f. Thereafter, the details containing inter alia the list of Equity Shareholders of the Company, who have cast "for" or "against" each of the resolution(s) that were put to vote through remote e-voting process and e-voting at the meeting, were generated from the e-voting portal of the Link Intime India Private Limited (LIIPL).
  • g. I have scrutinized the votes cast by remote e-voting and e-voting at the Annual General Meeting and maintained registers in which necessary entries have been made in accordance with the Companies (Management and Administration) Rules, 2014(as amended)
  • h. Based on the reports generated from the e-voting portal of Link Intime India Private Limited (LIIPL),I hereby submit my Combined Report on the results of the votes cast by the shareholders of the Company through remote e-voting and e-voting at the meeting on the resolution(s) as set out under Item No.1 to Item No.7 in the Notice convening the 60th Annual General Meeting as under:

Ordinary Business

Resolution No: 1

Ordinary resolution

. Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March 2020 together with the Reports of the Board of Directors and Auditors thereon.

VOTES CAST IN FAVOUR OF THE RESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 72 8,48,48,342 100.00
E-voting
at
the
AGM		 7 40,815 100.00
Total
Voting		 79 8,48,89,157 100.00

VOTES CAST AGAINST THE RESOLUTION

Mode
of
Voting		 Number
of
Members		 Number
of		 Percentage
of
voted
through		 votes
cast		 Total
Number
of
electronic
means		 valid
votes
cast
Remote
E-Voting		 0 0 0
E-voting
at
the
AGM		 0 0 0
Total
Voting		 0 0 0

INV ALID VOTES

Total
Number
of
Members
whose		 Number
of
votes
Mode
of
Voting
Remote
E-Voting
E-voting
at
the
AGM
Total
Voting		 votes
were
declared
INVALID		 cast
0 0
0 0
0 0

COMPANY SECRETARIES IN PRACTICE Continuation Sheet ...

Ordinary Business

Resolution No: 2

Ordinary resolution

Confirmation of the interim dividend of Rs 1.65 per equity share already paid during the year as final dividend for the financial year ended 31st March 2020

VOTESCASTIN FAVOUR OF THERESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 72 8,48,48,342 100.00
E-voting
at
the
AGM		 7 40,815 100.00
Total
Voting		 79 8,48,89,157 100.00

VOTESCASTAGAINST THE RESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 0 0 0
E-voting
at
the
AGM		 0 0 0
Total
Voting		 0 0 0

INVALID VOTES

Mode
of
Voting		 Total
Number
of
Members
whose		 Number
of
votes
votes
were
declared
INVALID		 cast
Remote
E-Voting		 0 0
E-voting
at
the
AGM		 0 0
Total
Voting		 0 0

H '()5 & A-uc~

COMPANY SECRETARIES IN PRACTICE Continuation Sheet ...

Ordinary Business

Resolution No: 3

Ordinary resolution

Re-appointment of Mr. Harjeet Singh Wahan, (DIN: 00003358) as a Director on retirement by rotation.

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 71 8,48,44,277 99.99
E-voting
at
the
AGM		 7 40,815 100.00
Total
Voting		 78 8,48,85,092 100.00

VOTESCASTIN FAVOUR OF THE RESOLUTION

VOTESCASTAGAINST THE RESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 1 4,065 0.01
Esvcting
at
the
AGM		 a a a
Total
Voting		 1 4,065 0.01

INVALID VOTES

Total
Number
of
Members
whose		 Number
of
votes
Mode
of
Voting		 votes
were
declared
INVALID		 cast
Remote
E-Voting		 a a
E-voting
at
the
AGM		 a a
Total
Voting		 0 0

H '()5 & A1MJ~

COMPANY SECRETARIES IN PRACTICE Continuation Sheet ...

Special Business

Resolution No: 4

Ordinary resolution

Ratification of the remuneration payable to M/ s. STR & Associates, (Firm Registration No.000029)Cost Auditors of the Company for the financial year ending 31st March 2021.

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 72 8,48,48,342 100.00
E-voting
at
the
AGM		 7 40,815 100.00
Total
Voting		 79 8,48,89,157 100.00

VOTESCAST IN FAVOUR OF THE RESOLUTION

VOTESCASTAGAINST THE RESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 0 0 0
E-voting
at
the
AGM		 0 0 0
Total
Voting		 0 0 0

INVALID VOTES

Mode
of
Voting		 Total
Number
of
Members
whose
votes
were
declared
INVALID		 .Number
of
votes
cast
Remote
E-Voting		 0 0
E-voting
at
the
AGM		 0 0
Total
Voting
I		 0
-		 0

HD5 &A-uc~

COMPANY SECRETARIESIN PRACTICE Continuation Sheet...

Special Business

Resolution No: 5

Ordinary resolution

Appointment of Mr. Anvar Jay Varadaraj, (DIN: 07273942) as a Director of the company.

VOTES CAST IN FAVOUR OF THE RESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 71 8,48,44,277 99.99
E-voting
at
the
AGM		 7 40,815 100.00
Total
Voting		 78 8,48,85,092 100.00

VOTES CAST AGAINST THE RESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 1 4,065 0.01
E-voting
at
the
AGM		 a a a
Total
Voting		 1 4,065 0.01

INV ALID VOTES

Mode
of
Voting		 Total
Number
of
Members
whose
votes
were
declared
INVALID		 Number
of
votes
cast
Remote
E-Voting		 a a
E-voting
at
the
AGM		 a a
Total
Voting		 0 0

Special Business

Resolution No: 6

Special resolution

Approval for payment of consultancy fees to Mr Harjeet Singh Wahan (DIN: 00003358),Non-Executive Director, for the rendering of services in the nature of Business Process Consulting with effectfrom 1st April 2020to 31st March 2021

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 70 8,48,43,877 99.99
E-voting
at
the
AGM		 7 40,815 100.00
Total
Voting		 77 8,48,84,692 100.00

VOTESCAST IN FAVOUR OF THE RESOLUTION

VOTESCAST AGAINST THE RESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 1 4,065 0.01
E-voting
at
the
AGM		 0 0 0
Total
Voting		 1 4,065 0.01

INVALID VOTES

Mode
of
Voting		 Total
Number
of
Members
whose
votes
were
declared
INVALID		 Number
of
votes
cast
Remote
E-Voting		 0 0
E-voting
at
the
AGM		 0 0
Total
Voting		 0 0

Note: 1shareholderholding 400 equity shares has abstainedfrom voting through remote evoting facility.

H '()S & A1MJ~

COMPANY SECRETARIES IN PRACTICE Continuation Sheet ...

Special Business

Resolution No: 7

Special resolution

Re-appointment of Mr. Jairam Varadaraj (DIN: 00003361) as the Managing Director of the Company f~r a further period of 5 years with effect from lstApril2021.

VOTES CAST IN FAVOUR OF THE RESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 71 8,48,44,277 99.99
E-voting
at
the
AGM		 7 40,815 100.00
Total
Voting		 78 8,48,85,092 100.00

VOTES CAST AGAINST THE RESOLUTION

Mode
of
Voting		 Number
of
Members
voted
through
electronic
means		 Number
of
votes
cast		 Percentage
of
Total
Number
of
valid
votes
cast
Remote
E-Voting		 1 4,065 0.01
E-voting
at
the
AGM		 0 0 0
Total
Voting		 1 4,065 0.01

INV ALID VOTES

Mode
of
Voting		 Total
Number
of
Members
whose		 Number
of
votes
votes
were
declared
INVALID		 cast
Remote
E-Voting		 0 0
E-voting
at
the
AGM		 0 0
Total
Voting		 0 0

Place : Coimbatore Date : 15th August 2020

Based on the Scrutinizer's Report Resolution Nos. 1 to 7 have been duly passed with requisite majority

LIMITED

J V~Al: anaging Director (DIN: 00003361)

Yours faithfully j

v\1.0,~~OY

MDS & ASSOCIATES Prop: M.D.SELVARAJM.Com, MBA,FCS, COMPANY SECRETARY IN PRACTICE FCS· 960, CP· 411 ·SURYA" 35, MAYFLOWER AVENUE SOWRIPALAYAMROAD,COIMBATORE. 641028

UDIN: F000960B000582871

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