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Exide Industries Ltd. AGM Information 2023

Aug 8, 2023

60960_rns_2023-08-08_d2b7b816-0bfc-437d-91e5-81a7722fbf51.pdf

AGM Information

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Ref no. EIL/SEC/2023-24/39

8th August 2023
The Secretary The Secretary
The Calcutta Stock Exchange Limited BSE Limited
7 Lyons Range Phiroze Jeejeebhoy Towers
Kolkata - 700 001 Dalal Street, Mumbai - 400 00 I
CSE Scrip Code: 15060 & 10015060 BSE Scrip Code: 500086
The Secretary -
National Stock Exchange of India Limited
Exchange Plaza, 5th Floor,
Plot no. C/1 , G Block, Bandra-Kurla Complex,
Bandra (E), Mumbai - 400 051
NSE Symbol: EXIDEIND

Dear Sir,

Sub: Proceeding of 76th Annual General Meeting (AGM) of Exide Industries Limited and Scrutinizer's Report - Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

This is to inform you that the 76th Annual General Meeting (AGM) of Exide Industries Limited ("Company" ) was duly convened on Tuesday, 8th August 2023 through Video Conferencing (VC)/Other Audio Video Means (OA VM) at 10.30 a.m. IST.

In this regard, please find enclosed the following:

  • 1) Summary of the proceedings of the AGM of the Company as required under Regulation 30, Para A of Part A of Schedule - III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 -Annexure - I
  • 2) Consolidated Scrutinizer Report dated 8th August 2023 submitted by Mis A. K. Labh & Co., Practicing Company Secretaries, Kolkata pursuant to Section I 08 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 -Annexure II.

The video recording of the proceeding is also being made available on the Company's website at www.exideindustries.com.

This is for your information and records.

Thanking you. Yours faithfully, For Exide Industries Limited Jitendra Kumar Company Secretary and JITENDRA KUMAR MOHAN LAL Digitally signed by JITENDRA KUMAR MOHAN LAL Date: 2023.08.08 18:27:24 +05'30'

President- Legal & Corporate Affairs ACS No. 11159

Encl: as stated above

Exide Industries Limited, Exide House, 59E Chowringhee Road , Kolkata-700 020 Phone : (033) 2302-3400, Fax : (033) 2283-2642/37 e-mail : [email protected] , www.exideindustries.com GIN: L31402WB1947PLC014919

Annexure - I

Summary of Proceedings of 76th AGM of Exide Industries Limited convened on Tuesday, 8th August 2023 at 10.30 AM through Video Conferencing/ Other Audio-Visual Means (OAVM)

The 76th Annual General Meeting (AGM) of Members of the Company was held on Tuesday, 8th August 2023 through Video Conferencing (VC) /Other Audio-Visual Means (OA VM) in accordance with the Circulars issued by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act., 2013 read with the Rules issued thereunder. The Meeting commenced at 10.30 am (1ST) and concluded at 1 :05 pm (1ST) (including the time allowed fore-voting at AGM).

DIRECTORS IN ATTENDANCE

Mr. Bharat Dhirajlal Shah, joined over VC from Mumbai

Non-Executive, Independent, Chairman, Chairperson of CSR committee

Ms. Mona Desai, joined over VC from Mumbai

Non-Executive, Independent, Chairperson of Stakeholders' Relationship Committee

Mr. Surin Kapadia, joined over VC from Mumbai

Non-Executive, Independent, Chairperson of Audit Committee, Nomination and Remuneration Committee and Risk Management Committee

Mr. Subir Chakraborty, joined over VC from Kolkata

Executive, Managing Director and CEO

Mr. AK Mukherjee, joined over VC from Kolkata

Executive, Director - Finance & Chief Financial Officer

Mr. Arnn Mittal, joined over VC from Kolkata

Executive, Director-Automotive

Mr. Avik Roy, joined over VC from Kolkata

Executive, Director - Industrial

OTHER ATTENDEES

Mr. Jitendra Kumar, joined over VC from Kolkata

Company Secretary & President (Legal & Corporate Affairs)

Statutory Auditors, Representative of B S R & Co. LLP, Chartered Accountants, joined over VC from Kolkata

Secretarial Auditor, Anjan Kumar Roy & Co., Practising Company Secretaries, joined over VC from Kolkata

Cost Auditor, Representative of Mani & Co., Cost Accountants, joined over VC from Kolkata

Scrutinizer, Representative of. A K Labh & Co., Practising Company Secretaries joined over VC from Kolkata

QUORUM OF THE MEETING

A total of members attended the meeting.

Promoter: 1

Public: 212

ustnes 1m1te Phone : (033) 2302-3400, Fax : (033) 2283-2642/37 e-mail : [email protected] , www.exideindustries.com

The requisite quorum being present, the Meeting was called to order by the Chairman. Thereafter on request of the Chairman, the directors and Company Secretary introduced themselves. The Chairman of the Audit committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee were present at the Meeting.

Leave of absence was granted to Mr.RB Raheja, Vice-Chairman & Non-executive Nonindependent Director and Mr. Sridhar Gorthi, Independent Director of the Company who had expressed their inability to attend the meeting due to their pre-commitments. The Chairman acknowledged participation of the partners and authorized representatives of Statutory Auditor, Cost Auditor, Secretarial Auditor and Scrutinizer for the remote evoting and e-voting during the AGM.

The Company Secretary provided general instructions to the Members regarding participation in the Meeting and informed that pursuant to the provisions of the Companies Act, 2013, the rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided facility to the Members to cast their vote through remote e-voting which commenced from Friday, 4th August 2023 at 9:00 a.m. and ended on Monday, 7th August 2023 at 5:00 p.m. During this period, all Members of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date i.e. 1 st August 2023 had the opportunity to cast their votes electronically.

The Members were informed that the facility for voting through e-voting system provided by NSDL was made available during the AGM for Members who had not cast their vote prior to the Meeting.

He informed that the Statutory Registers under the Companies Act, 2013 and other documents as referred to in the AGM Notice had been kept open for electronic inspection by the Members during the AGM. Any members interested in inspecting the registers can send a request at [email protected].

Thereafter, the Chairman delivered his speech highlighting inter-alia the prevailing global, Indian economy scenario and highlighted the Company's performance. He then invited Mr. Subir Chakraborty, Managing Director & CEO of the Company to deliver his speech. Mr. Chakraborty briefed about performance of the automotive industry, operational performance, performance of SBU' s, digital initiatives, E-mobility, ESG and CSR outlook etc.

Thereafter, the Chairman of the Meeting resumed the proceedings of the Meeting and with the consent of the shareholders, the Notice convening the AGM and the Auditor's Report were taken as read.

The agenda items of the Notice of 76th AGM were read for the information of the members as below:

Sr. Particulars Type of Resolution
No.
Ordinary Business
1. of auditedAdoptionfinancialstatements(includingofauditedconsolidatedfinancialthestatements)Company for the financial year ended 31 st March 2023together with the reports of the Directors' and Auditors'thereon Ordinary Resolution
2. Declaration of final dividend for the financial year ended 31 stMarch 2023 Ordinary Resolution
3. Re-appointment of Mr. RB Raheja (DIN: 00037480), whoretires by rotation and being eligible, offers himself for reappointment Ordinary Resolution
Special Business
4. Ordinary Resolution for ratification of remuneration payable toCost Auditors Ordinary Resolution
5. Revision in terms of remuneration of Mr. Subir Chakraborty(DIN: 00130864), Managing Director & CEO Ordinary Resolution
6. Revision in terms of remuneration of Mr.Asish KumarMukherjee (DIN: 00131626), Whole-time Director Ordinary Resolution
7. Revision in terms of remuneration of Mr. Arnn Mittal (DIN:00412767), Whole-time Director Ordinary Resolution
8. Revision in terms of remuneration of Mr. Avik Roy (DIN:08456036), Whole-time Director Ordinary Resolution

The Chairman announced that the e-voting facility has been activated and will be closed after 15 minutes from the closure of the Meeting. The Chairman thereafter invited the shareholders who had registered themselves as speakers and were attending the Meeting through VC or OA VM to put forth their queries/feedback, if any. A total of 25 Members raised their queries and sought clarification on various issues which covered inter alia queries on Company's performance during the year, future outlook on domestic and international business, Company's product and technology, emerging business opportunities in Electric Vehicle segment and Company's preparedness, Capital Expenditure plan, dividend, stock prices, update on lithium-ion cell manufacturing

facilities in India, etc. The Managing Director & CEO thanked the members for raising meaningful and pertinent questions. Thereafter, he responded to the queries raised by members and provided necessary clarifications, wherever required.

It was then announced that Mr. A. K. Labh, Practising Company Secretary, was appointed as the Scrutinizer to scrutinise thee-voting process and requested the Members to continue to vote through electronic system, if not already voted through remote evoting. He stated that e-voting results along with the Consolidated Scrutinizers Report shall be informed to the Stock Exchanges and also be placed on website of the Company and on the website ofNSDL, thee-voting agency.

The Chairman then thanked and expressed his gratitude towards all the stakeholders of the Company including the shareholders, partners, government, employees, customers, supplier, vendors, bankers and co-directors for their valuable contribution towards the Company 's performance. The meeting concluded at 1 :05 pm (IST) after being open for 15 minutes for E-voting to be completed.

Post completion of the AGM after scrutiny of the votes the scrutinizer submitted his report. As per the report submitted by the scrutinizer considering the consolidated results of the remote E-voting held prior and E-voting during the AGM, all the resolutions have been passed with requisite majority.

This is for your information and records.

Thanking you.

Yours faithfully, For Exide Industries Limited JITENDRA KUMAR MOHAN LAL Digitally signed by JITENDRA KUMAR MOHAN LAL Date: 2023.08.08 18:28:09 +05'30'

Jitendra Kumar Company Secretary and President- Legal & Corporate Affairs ACS No. 11159

A. K. LABH FCS, ACMA (ICAI), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIRPM Practising Company Secretary

A. K. LABH & Co.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 ({) (033) 2221-9381, Fax: (033) 2221-9381 .. _ Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

CONSOLIDATED SCRUTINIZER'S REPORT

[Pursuant to Section 108 of the Companies Act, 201 3 and Rule 20 of the Companies (Management and Administration) Rules, 2014]

The Chairman of the 76th Annual General Meeting of Exide Industries Limited Exide House 59E, Chowringhee Road Kolkata - 700 020

Dear Sir,

I, Atul Kumar Labh, Practising Company Secretary (PCS - 4848 / CP - 3238) and proprietor of Mis. A. K. Labh & Co., Company Secretaries, Kolkata was appointed as the scrutinizer in connection with the 76th Annual General Meeting ("AGM") of the members of "Exide Industries Limited'' ("Company") held on Tuesday, the 8th day of August, 2023 at 10:30 A.M. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OA VM") in terms of MCA Circular Nos. 14/2020 dated 8th April, 2020, 17 /2020 dated 13th April, 2020, 20/2020 dated 5th May, 2020, 02/2021 dated 13th January, 2021, 19/2021 dated 8th December, 2021, 21/202 1 dated 14th December, 2021 , 02/2022 dated 5th May, 2022 and 10/2022 dated 28th December, 2022 (collectively referred as "MCA Circulars") for the purpose of scrutinizing the electronic voting ("e-voting") process through remote e-voting and e-voting at the AGM in a fair and transparent manner and ascertaining the requisite majority for the said voting as per the provisions of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, on the resolutions referred to in this report.

The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013, MCA Circulars and the Rules relating to remote e-voting and evoting at the AGM on the resolutions contained in the Notice of the AGM dated the 8th day of May, 2023. My responsibility as a scrutinizer for remote e-voting and e-voting at the AGM is restricted to make a Scrutiniz er's Report of the votes cast " in favour" or "against" the resolutions, based on the reports generated from the e-voting system of National Securities Depository Limited ("NSDL"), the agency- engaged by the Company to provide the facilities for both remote e-voting and e-voting at the AGM. ., -~ 1

A. K. LABH FCS, ACMA (ICAI), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, 01RPM Practising Company Secretary

A. K. LABH & Co.

Company Secretaries 40, Weston Street, 3rd Floor, Kolkata - 700 013 ({) (033) 2221-9381, Fax: (033) 2221-9381 Mobile : 9830Q-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

l submit my report as under:

  • l. The remote e-voting period remained open from 09:00 A.M. [ST on Friday, the 4th day of August, 2023 up to 5:00 P.M. IST on Monday, the 7th day of August, 2023.
    1. The shareholders holding shares as on the "cut off' date, i.e. the 1 st day of August, 2023 were entitled to vote on the proposed 8 (Eight) resolutions as mentioned in the Notice of theAGM dated the 8th day of May, 2023.
    1. The Company had also provided e-voting facility at the AGM to enable the shareholders attending the AGM through VC / OA VM to cast the votes in case the same had not been cast by them through remote e-voting.
    1. The votes were unblocked on Tuesday, the 8th day of August, 2023 around 01: 15 P.M. 1ST after the completion of the AGM in the presence of two witnesses, namely, Mr. Roh it Kumar, residing at Basundhara Apartment, Flat No. 6, 3rd Floor, 1 No. Airport, North 24 Parganas, Kolkata - 700079 and Mrs. Anushree Dasgupta, residing at 28/N, Dwijen Mukhetjee Road, Behala, Kolkata - 700060, who are not in employment of the Company.
    1. The e-voting data/results downloaded from the e-voting system of NSDL were scrutinized and reviewed, the votes were counted, and the results were prepared.
    1. The combined result of the remote e-voting and e-voting at the AGM [EVEN: 124335] are as under:

40, Weston Street, 3rd Floor, Kolkata - 700 013 (l) (033) 2221-9381, Fax: (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

ORDINARY B USINESS:

a) Resolution 1

Adoption of audited financial statements (including audited consolidated financial statements) for the financial year ended 31st March, 2023 and the Reports of the Directors and the Auditors thereon

(i) Voted in favour of the Resolution:

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber of validvotes cast
Remote e-voting 1563 66932808'5
E-voting at AGM 28 13711
Total 1591 669341796 99.9990%

(ii) Voted against the Resolution:

% of totalnumber ofvalid votescast Number of votescast by them Number ofMembers voted Mode of voting
6827 18 Remote e-vot ing
5 5 E-voting at AGM
0.0010% 6832 23 Total
Total number ofmembers whose voteswere declared invalid Total number ofvotes'cast by them
0 0

A. K. LABH & Co.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700013 ({) (033) 2221-9381, Fax : (033) 2221-9381 Mobile : 98300-55689 e-mail : [email protected] / aklabhcs@gm_ail.com Website : www.aklabh.com

b) Resolution 2

Declaration of final dividend for the financial year ended 31st March, 2023

(i) Voted in favour of the Resolution:

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 1562 670981121
E-voting at AGM 28 13711
Total 1590 670994832 99.9990%

(ii) Voted against the Resolution:

% of totalnumber ofvalid votescast Number of votescast by them Number ofMembers voted Mode of voting
6882 23 Remote e-voting
5 5 E-voting at AGM
0.0010% 6887 28 Total

(iii) Invalid Votes:

Total number ofmembers whose voteswere declared invalid Total number ofvotes cast by them
0 0

4

40, Weston Street, 3rd Floor, Kolkata - 700013 ({) (033) 2221-9381, Fax: (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

c) Resolution 3

Re-appointment of Mr. R 8 Raheja (DIN: 00037480), who retires by rotation and being eligible, offers himself for re-appointment

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 1380 616594992
E-vot ing at AGM 28 13711
Total 1408 616608703 91.8939%

(i) Voted in favour of the Resolution:

(ii) Voted against the Resolution:

% of totalnumber ofvalid votescast Number of votescast by them Number ofMembers voted Mode of voting
54392013 196 Remot e e-vot ing
5 5 E-voting at AGM
8.1061% 54392018 201 Tota l
Total number ofmembers whose voteswere declared invalid Total number ofvotes cast by them
0 0

A. K. LABH & Co.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 ({) (033) 2221-9381 , Fax : (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

SPECIAL B USINESS:

d) Resolution 4 : Ordinary Resolution

Ratification of remuneration payable to Cost Auditors for the financial year 2023-24

(i) Voted in favour of the Resolution:

% of totalnumber ofvalid votescast Number of votescast by them Number ofMembers voted Mode of voting
670973988 1524 Remote e-voting
13711 28 E-voting at AGM
99.9980% 670987699 1552 Total

(ii) Voted against the Resolution:

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 49 13192
E-voting at AGM 5 5
Total 54 13197 0.0020%
Total number ofmembers whose voteswere declared invalid Total number ofvotes cast by them
0 0

40, Weston Street, 3rd Floor, Kolkata - 700 013 ({) (033) 2221-9381, Fax : {033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

e) Resolution 5: Ordinary Resolution

Revision in terms of remuneration of Mr. Subir Chakraborty {DIN: 00130864}, Managing Director & CEO

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 1462 670961044
E-voting at AGM 28 13711
Total 1490 670974755 99.9962%

(i) Voted in favour of the Resolution:

(ii) Voted against the Resolution:

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 104 25416
E-voting at AGM 5 5
Total 109 25421 0.0038%
Total number ofmembers whose voteswere declared invalid Total number ofvotes cast by them
0 0

A. K. LABH A. K. LABH & Co.

Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 ({) (033) 2221-9381, Fax: (033) 2221-9381 Mobile : 98300-55689 e-mail : [email protected] / [email protected] Website : www.aklabh.com

f) Resolution 6 : Ordinary Resolution

Revision in terms of remuneration of Mr. Ashish Kumar Mukherjee (DIN: 00131626), Whole-time Director

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 1464 670961505
E-voting at AGM 28 13711
Total 1492 670975216 99.9963%

(i) Voted in favour of the Resolution:

(ii) Voted against the Resolution:

% of totalnumber ofvalid votescast Number of votescast by them Number ofMembers voted Mode of voting
24960 103 Remote e-voting
5 5 E-voting at AGM
0.0037% 24965 108 Total
Total number ofmembers whose voteswere declared invalid Total number ofvotes cast by them
0 0

40, Weston Street, 3rd Floor, Kolkata - 700 013 (() (033) 2221 -9381, Fax : (033) 2221-9381 Mobile : 98300-55689 e-mail : [email protected] / [email protected] Website : www.aklabh.com

g) Resolution 7 : Ordinary Resolution

Revision in terms of remuneration of Mr. Arun Mittal (DIN: 00412767) Wholetime Director

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 1464 670960750
E-voting at AGM 28 13711
Total 1492 670974461 99.9962%

(i) Voted in favour of the Resolution:

(ii) Voted against the Resolution:

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 103 25770
E-voting at AGM 5 5
Total 108 25775 0.0038%
Total number ofmembers whose voteswere declared invalid Total number ofvotes cast by them
0 0

40, Weston Street, 3rd Floor, Kolkata - 700 013 (() (033) 2221-9381, Fax: (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

h) Resolution 8: Ordinary Resolution

Revision in terms of remuneration of Mr. Avik Roy (DIN: 08456036) Whole-time Director

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 1461 670961141
E-voting at AGM 28 13711
Total 1489 670974852 99.9962%

(i) Voted in favour of the Resolution:

(ii) Voted against the Resolution:

Mode of voting Number ofMembers voted Number of votescast by them % of totalnumber ofvalid votescast
Remote e-voting 106 25322
E-vot ing at AGM 5 5
Total 111 25327 0.0038%
Total number ofmembers whose voteswere declared invalid Total number ofvotes cast by them
0 0

A. K. LABH FCS, ACMA (ICAI), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, 0 1RPM Practising Company Secretary

A. K. LABH & Co. Company Secretaries

40, Weston Street, 3rd Floor, Kolkata - 700 013 (f) (033) 2221-9381, Fax : (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

    1. All the resolutions proposed hereinabove have been passed with requisite majority.
    1. The electronic data and e-voting registers shall remain in my safe custody until the Chairman of the meeting considers, approves and signs the minutes in this regard and thereafter it will be handed over to the Company Secretary as authorised by the Board of Directors for safe keeping.

Thanking You,

Yours truly For A. K. LABH & Co.

(CS A. K. LABH) Practising Company Secretary FCS : 4848 / CP No. : 3238 UIN : S1999WB026800 PRCN : 1038/2020 UDIN : F004848E000764244

Place : Kolkata Dated : 08-08-2023

A. K. LABH FCS, ACMA (!CAI), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, 01RPM Practising Company Secretary

A. K. LABH & Co.

Company Secretaries 40, Weston Street, 3rd Floor, Kolkata - 700 013 ({) (033) 2221-9381 , Fax: (033) 2221-9381 Mobile : 98300-55689 e-mail: [email protected] / [email protected] Website : www.aklabh.com

Witness:

(Rohit Kumar) Basundhara Apattment, Flat No. 6, 3rd Floor INo. Airport, North 24 Parganas Kolkata - 700079

2.~~

(Anushree Dasgupta) 28/N, Dwijen Mukhe1jee Road, Behala Kolkata - 700060

Received the Report o(the Scrutinizer For Exide Industries Limited

~c,

(Jitendra Kumar) Company Secretary and President (Legal & Corpo~ate Affairs) ACS 11159