Ester Industries Ltd. — AGM Information 2022

Sep 28, 2022

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Date: 28[th] September, 2022

BSE Limited Department of Corporate services Phirojee Jeejeebhoy Towers Dalal Street, Mumbai – 400023	National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai – 400051
Scrip Code: 500136	Symbol: ESTER

Dear Sir

Subject : Submission of copy of Proceedings of the 36[th] Annual General Meeting

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the proceedings of 36[th] Annual General Meeting of the Company held on 28[th] September, 2022 through Video Conference/ Other Audio Visual Means in compliance with the circulars issued by Ministry of Corporate Affairs and SEBI.

Please acknowledge the receipt of the same.

Thanking You

Yours Faithfully

For Ester Industries Limited

DIWAKER Digitally signed by DIWAKER DINESH DINESH Date: 2022.09.28 13:44:42 +05'30'

Diwaker Dinesh Head-Legal & Company Secretary

Encls: As above

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PROCEEDINGS OF 36[TH] ANNUAL GENERAL MEETING (AGM) OF ESTER INDUSTRIES LIMITED HELD THROUGH VIDEO CONFERENCING/ OTHER AUDIO VISUAL MEANS AT 11.00 AM, ON WEDNESDAY, 28[TH] SEPTEMBER, 2022

36[th] Annual General Meeting of the Members of the Company was held on 28[th] September, 2022 at 11.00 AM through Video Conference (VC) / Other Audio Visual Means (OAVM).

The Chairman informed that the AGM was conducted through VC / OAVM in accordance with the circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

The Chairman introduced the Directors and the invitees present at the meeting. He stated that Statutory Auditors, Secretarial Auditors and Cost Auditors were present during the meeting.

The Quorum being present, Mr. Arvind Singhania, Chairman & CEO of the company took up the formal proceedings of the meeting. With the permission of the members, notice convening the meeting together with financial statement for financial year 2021-22 and Director’s Report, Secretarial Auditors’ Report and Statutory Auditors’ report thereon were taken as read. The Members were informed that the requisite registers and documents referred to in the notice were available for inspection during the meeting.

Thereafter Chairman delivered his Speech and gave an overview of the operations, performance and future outlook of the company. After Chairman’s speech, Mr. Diwaker Dinesh, Head – Legal & Company Secretary of the Company informed that the Company had engaged Central Depository of India Limited (CDSL) to provide facility for voting through remote e-voting, e-voting during the AGM and participation in the AGM through VC / OAVM facility.

The Company Secretary stated that pursuant to the provisions of the Companies Act, 2013, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the e-voting facility provided to the Members of the Company in respect of the resolutions to be passed at the Meeting, was commenced at 9.00 AM, 25[th] September, 2022 and ended on 5.00 PM, 27[th] September, 2022.

The Company Secretary also informed the Members that the facility for voting through e-voting system was made available during the Meeting for Members who had not cast their vote prior to the Meeting. The Company had appointed Mr. Akash Jain, Practicing Company Secretary, as the Scrutinizer for the purpose of scrutinizing the process of remote e-voting held prior and e-voting during the AGM.

Digitally signed DIWAKER by DIWAKER DINESH DINESH Date: 2022.09.28 13:46:35 +05'30'

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The following items were put to vote through Remote e-voting and voting at AGM-

S. No.	Resolutions	Type of Resolutions
Ordinary Business
1	To receive, consider and adopt the Standalone and Consolidated Audited Financial Statements for the financial year ended 31st March, 2022 together with the reports of Directors and Auditors thereon.	Ordinary
2	To declare final dividend for the financial year ended 31st March, 2022.	Ordinary
3	To appoint a Director in place of Mr. Ayush Vardhan Singhania (DIN 05176205) who retires by rotation and being eligible, offers himself for re-appointment.	Ordinary
4	Re-appointment of M/s. Walker Chandiok & Co. LLP (Registration No. 001076N/N500013), Chartered Accountants as Statutory Auditors of the Company	Ordinary
Special	Business
5	Ratification of Remuneration of Cost Auditor for financial year 2022-23	Ordinary
6	Commission on Profits to Non-Executive Director of the Company.	Ordinary

On the invitation of the Chairman, Members who had registered themselves as speakers, spoke at the Meeting through VC/ OAVM and raised queries. The Chairman responded to the queries of the Members raised during the AGM.

E-voting during meeting was remained opened for 15 minutes after the conclusion of the AGM.

The Chairman announced that the e-voting results would be declared latest by 30[th] September, 2022 and would be informed to Stock Exchanges. The results would also be available on the website of the Company, CDSL and Stock Exchanges.

There being no other business to be transacted, the meeting was concluded.

Yours Faithfully For Ester Industries Limited

DIWAKER Digitally signed by DIWAKER DINESH DINESH Date: 2022.09.28 13:45:27 +05'30' Diwaker Dinesh Head – Legal & Company Secretary

Date – 28[th] September, 2022 Place – Gurugram

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