Elgi Equipments Ltd. — AGM Information 2022

Aug 12, 2022

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National Stock Exchange of lndia Ltd. Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (E) Mumbai - 400 051

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001

Scrip Code : ELGIEQUIP

Scrip Code : 522074

Through : Digital Exchange

Through : BSE Listing Centre

Dear Sir/Madam,

Subject: Proceedings of the Sixty Second Annual General Meeting of the Company held on August 12, 2022 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 Sixty Second Annual General Meeting of the Company (“AGM”) was duly held on Friday, August 12, 2022 at 4:15 P.M. (IST) through video conferencing (VC) / other audio visual means (OAVM) in compliance with MCA circular dated May 5, 2020, read with circulars dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, January 13, 2021 and May 5, 2022 (collectively referred to as “MCA Circulars”) and the Securities and Exchange Board of India (“SEBI”) vide circulars dated May 12, 2020, January 15, 2021 and May 13, 2022 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 VC/OAVM:

• 1) Mr. Jairam Varadaraj, Managing Director

• 2) Mr. Harjeet Singh Wahan, Non-Independent Director

• 3) Mr. Mohan Nambiar, Independent Director and Chairman of the Stakeholders Relationship Committee

• 4) Dr. Ganesh Devaraj, Independent Director and Chairman of the Nomination & Remuneration Committee and representative of the Audit Committee Chairman

• 5) Mr. Sudarsan Varadaraj, Non- Independent Director

• 6) Ms. Aruna Thangaraj, Independent Director

• 7) Mr. Anvar Jay Varadaraj, Executive Director

• 8) Mr. Jayakanthan R, Chief Financial Officer

• 9) Mr. S Prakash, Company Secretary

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

A total of 56 members representing 10,06,01,645 equity shares has attended the meeting through VC/OAVM.

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Mr. Jairam Varadaraj, Managing Director (DIN: 00003361), chaired the AGM.

Before commencing with the proceedings of the meeting, he briefed the members about the procedure for participation in the meeting through VC and he stated that the Company had availed the facility provided by Link Intime India Private Limited (“LIIPL”) for holding the AGM through VC / OAVM and for remote e-voting as well as e-voting at the time of AGM.

He then, informed that in view of the continuing Covid-19 pandemic, the meeting was being conducted through VC facility in accordance with the framework issued by the MCA and SEBI through their respective circulars.

The Chairman then introduced the Directors present at the AGM 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 AGM 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 Secretarial 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 and Sweat Equity) Regulations, 2021 and the resolutions passed by the members in this regard.

He 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 LIIPL during the period from August 9, 2022 to August 11, 2022.

The Chairman 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 Secretaries, Coimbatore has been appointed as the Scrutinizer for the e-voting process.

Thereafter, the following items of business as mentioned in the Notice of AGM dated May 13, 2022 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 March 31, 2022, together with the Reports of the Board of Directors and Auditors thereon. (Ordinary Resolution)

• 2) Declaration of dividend for the financial year ended March 31, 2022. (Ordinary Resolution)

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• 3) Re-appointment of Mr. Sudarsan Varadaraj (DIN: 00133533), as a Director on retirement by rotation. (Ordinary Resolution)

• 4) Re-appointment of the Statutory Auditors, Price Waterhouse Chartered Accountants LLP, (Firm Registration No. 012754N/N500016), for a second term of five consecutive years to hold office from the conclusion of this sixty second AGM until the conclusion of the sixty seventh AGM of the Company to be held in the year 2027.

Special Business:

• 5) Ratification of the remuneration payable to STR & Associates, (Firm Registration No.000029) Cost Auditors of the Company for the financial year ending March 31, 2023. (Ordinary Resolution)

• 6) Modification of the date of expiry of the second term of Mr. N Mohan Nambiar (DIN: 00003660) as an Independent Director of the Company to April 10, 2024, being the day, he attains 75 years of age.

He informed that there was one registered speaker shareholder. The Chairman then clarified the queries/questions raised by registered speaker Shareholders. He further informed the members that the e-voting facility on the platform of LIIPL 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 two working days and the consolidated Scrutinizers’ Report will be placed in the Company's website and in the website of LIIPL and the Results will also be intimated to the Stock Exchanges.

The Chairman then extended a vote of thanks to all the Shareholders and Directors who participated in the meeting through VC and declared the meeting as closed at 4.45 P.M.

The said information is also being made available on the website of the Company i.e. www.elgi.com.

This is for your information and records.

Yours faithfully,

For Elgi Equipments Limited

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S Prakash Company Secretary

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