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Exide Industries Ltd. AGM Information 2024
60960_rns_2024-07-29_6425a06a-7ff4-4148-9b9a-066997cf03dc.pdf
AGM Information
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Ref no. EIL/SEC/2024-25/41
| $29th$ July 2024 | |
|---|---|
| The Secretary | The Secretary |
| The Calcutta Stock Exchange Limited | BSE Limited |
| 7 Lyons Range | Phiroze Jeejeebhoy Towers |
| Kolkata - 700 001 | Dalal Street, Mumbai - 400 001 |
| 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 77th 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 77th Annual General Meeting (AGM) of Exide Industries Limited ("Company") was duly convened on Monday, 29th July 2024 through Video Conferencing (VC)/Other Audio Video Means (OAVM) at 11.00 a.m. IST.
In this regard, please find enclosed the following:
-
- 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
-
- Consolidated Scrutinizer Report dated 29th July 2024 submitted by M/s A. K. Labh & Co., Practicing Company Secretaries, Kolkata pursuant to Section 108 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 KUMAR MOHAN LAL Date: 2024.07.29 18:11:59 MOHAN LAL Jitendra Kumar Company Secretary and 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, 2283-2171, 2283-2118 e-mail: [email protected], www.exideindustries.com CIN: L31402WB1947PLC014919
Annexure - I
Summary of Proceedings of 77th AGM of Exide Industries Limited convened on Monday, 29th July 2024 at 11.00 AM through Video Conferencing/ Other Audio-Visual Means {OAVM)
The 77th Annual General Meeting (AGM) of Members of the Company was held on Monday, 29th July 2024 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 ("the Act") read with the Rules issued thereunder. The Meeting commenced at 11.00 am (IST) and concluded at 1 :40 pm (IST) (including the time allowed for e-voting at AGM).
Statutory Auditors, Representative of B SR & 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. AK Labh & Co., Practising Company Secretaries joined over VC from Kolkata
QUORUM OF THE MEETING
A total of members attended the meeting.
Promoter: 1
Public : 203
Exide Industries Limited, Exide House, 59E Chowringhee Road, Kolkata-700 020 Phone: (033) 2302-3400, 2283-2171, 2283-2118 e-mail : [email protected], www.exideindustries.com CIN: L31402WB1947PLC014919
Mr. Bharat Dhirajlal Shah, Chairman of the Company chaired the 77th AGM by welcoming all the Members. Upon Confirmation from the Company Secretary regarding 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 as per the requirements of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The participation of the partners and authorized representatives of Statutory Auditor, Cost Auditor, Secretarial Auditor and Scrutinizer for the remote e-voting and e-voting during the AGM were also acknowledged.
Leave of absence was granted to Mr. R B Raheja, Vice-Chairman & Non-executive Nonindependent Director who had expressed his inability to attend the meeting due to his pre-commitments. The Chairman placed on record appreciation for the exemplary services rendered by Ms. Mona Desai, Independent director, Mr. Subir Chakraborty, MD & CEO and Mr. Arun Mittal, Whole-time Director who retired after completion of their respective tenure.
The Company Secretary provided general instructions to the Members regarding participation in the Meeting and informed that pursuant to the provisions contained in Section 108 of the Act and the Rules framed thereunder and Listing Regulations, the Company had provided facility of remote e-voting on the resolutions proposed in the Notice of the 77th AGM from Thursday, 25th July 2024 at 9:00 a.m. to Sunday, 28th July 2024 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 cut-off date i.e. Monday, 22nd July 2024 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 also informed that the Statutory Registers as required under the Act and other relevant documents as referred to in the Notice of the AGM were available for electronic inspection by the Members throughout the AGM.
Thereafter, the Chairman delivered his speech highlighting inter-alia the prevailing global, Indian economy scenario, and Company's performance during the FY 2023-24. He brought to the notice of the members the achievements made by the Company during that period and threw light on new energy business and commitment of Company on Sustainability targets. He then invited Mr. Avik Kumar Roy, Managing Director & CEO of the Company to deliver his speech. Mr. Roy briefed about performance of the automotive industry, operational performance, performance of SBU's, digital initiatives, financial performance, E-mobility, sustainability initiatives to reduce carbon footprint, etc.
The Chairman stated that the Notice of the AGM along with the Explanatory Statement annexed thereto dated 16th May 2024 together with the Integrated Annual Report for the financial year ended 31st March 2024, which had already been circulated to the members in the prescribed manner and also hosted on the website of the Company, the Stock Exchanges and NSDL were taken as read.
The following agenda items of the business, as set out at Item No. 1 to 7 of the Notice of the 77th AGM were read for the information of the members:
| Sr. | Particulars | Type of Resolution |
|---|---|---|
| No. | ||
| Ordinary Business | ||
| 1. | Adoption of audited financial statements (includingaudited consolidatedfinancial statements) of theCompany for the financial year ended 31st March 2024together with the reports of the Board of Directors andAuditors thereon | Ordinary Resolution |
| 2. | Declaration of final dividend for the financial year ended 31stMarch 2024 | Ordinary Resolution |
| 3. | Re-appointment of Mr. A K Mukherjee (DIN: 00131626),who retires by rotation and being eligible, offers himselffor re-appointment | Ordinary Resolution |
| Special Business | ||
| 4. | Appointment of Mr. Avik Kumar Roy (DIN: 08456036) as theManaging Director and Chief Executive Officer | Ordinary Resolution |
| 5. | Revision in the limit of remuneration payable to Non-ExecutiveDirectors by way of Commission | Ordinary Resolution |
| 6. | Appointment of Ms. Radhika Govind Rajan (DIN: 00499485)as a Non-Executive & Independent Director of the Company | Special Resolution |
| 7. | Ratification of remuneration payable to Mani & Co., CostAccountants | Ordinary Resolution |
The Chairman announced that, those members, who participated through VC/OAVM facility, were provided facility to e-vote on NSDL portal during the AGM, which ended 15 minutes after the announcement of conclusion of the AGM.
The Chairman thereafter invited the shareholders who had registered themselves as speakers with the Company prior to the AGM and were attending the Meeting through VC or OAVM to put forth their views/queries, 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,
sustainability and CSR initiatives, 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, all the queries raised by members were responded and necessary clarifications were provided, wherever required by the Chairman and the directors.
It was then announced that Mr. A. K. Labh, Practising Company Secretary, was appointed as the Scrutinizer to scrutinise the e-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 of NSDL, the e-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 1:40 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.
The voting results pursuant to Regulation 44(3) of Listing Regulations will be submitted in due course.
This is for your information and records.
Thanking you.
Yours faithfully, For Exide Industries Limited JITENDRA KUMAR Digitally signed by JI Date: 2024.07.29 18:16:16 MOHAN LAL $+05'30$
Jitendra Kumar Company Secretary and President-Legal & Corporate Affairs ACS No. 11159
FCS, ACMA (ICAI), MBA, M.Com., ACSI (Lond) DIM, DHRD, PGHDSM, DIRPM Practising Company Secretary
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, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014]
The Chairman of the 77th Annual General Meeting of Exide Industries Limited Exide House 59E, Chowringhee Road Kolkata - 700 020
Dear Sir.
I, Atul Kumar Labh, Practising Company Secretary (FCS - 4848 / CP - 3238) and proprietor of M/s. A. K. Labh & Co., Company Secretaries, Kolkata was appointed as the scrutinizer in connection with the $77th$ Annual General Meeting ("AGM") of the members of "Exide" Industries Limited" ("Company") held on Monday, the 29th day of July, 2024 at 11:00 A.M. IST through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") 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, 21/2021 dated 14th December, 2021, 02/2022 dated 5th May, 2022, 10/2022 dated 28th December, 2022 and 09/2023 dated 25th September, 2023 (collectively referred as "MCA Circulars") for the purpose of scrutinizing the electronic voting ("e-voting") process through remote e-voting and evoting 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 16th day of May, 2024. My responsibility as a scrutinizer for remote e-voting and e-voting at the AGM is restricted to make a Scrutinizer'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.
A. K. LABH & Company Secretaries
- 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
I submit my report as under:
-
- The remote e-voting period remained open from 09:00 A.M. IST on Thursday, the 25th day of July, 2024 up to 5:00 P.M. IST on Sunday, the 28th day of July, 2024.
-
- The shareholders holding shares as on the "cut off" date, i.e. the 22nd day of July, 2024 were entitled to vote on the proposed 7 (Seven) resolutions as mentioned in the Notice of the AGM dated the $16th$ day of May, 2024.
-
- The Company had also provided e-voting facility at the AGM to enable the shareholders attending the AGM through VC / OAVM to cast the votes in case the same had not been cast by them through remote e-voting.
-
- The votes were unblocked on Monday, the 29th day of July, 2024 around 01:40 P.M. IST after the completion of the AGM in the presence of two witnesses, namely, Mr. Rohit Kumar, residing at Basundhara Apartment, Flat No. 6, 3rd Floor, 1 No. Airport, North 24 Parganas, Kolkata - 700079 and Mr. Rahul Lal, residing at 5/1L, Bir Ananta Ram Mondal Lane, Kolkata - 700 050, who are not in employment of the Company.
-
- 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.
-
- The combined result of the remote e-voting and e-voting at the AGM [EVEN : 128810] are as under:
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
ORDINARY BUSINESS:
a) Resolution 1
To receive, consider and adopt the audited financial statements (including audited consolidated financial statements) for the financial year ended 31st March 2024 and the Reports of the Board of Directors ("the Board") 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 | 1758 | 623441056 | |
| E-voting at AGM | 60 | 14360234 | |
| Total | 1818 | 637801290 | 99.9982% |
(ii) Voted against the Resolution:
| Mode of voting | Number ofMembers voted | Number of votescast by them | % of totalnumber ofvalid votescast |
|---|---|---|---|
| Remote e-voting | 26 | 11313 | |
| E-voting at AGM | |||
| Total | 26 | 11313 | 0.0018% |
(iii) Invalid Votes:
| Total number ofmembers whose voteswere declared invalid | Total number ofvotes cast by them |
|---|---|
Kok ar
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
Resolution 2 $\mathbf{b}$
To declare final dividend on equity shares of Rs. 2.00 per share (200%) of face value of Re. 1.00 per share for the financial year ended 31st March 2024
(i) Voted in favour of the Resolution:
| % of totalnumber ofvalid votescast | Number of votescast by them | Number ofMembers voted | Mode of voting |
|---|---|---|---|
| 624219885 | 1753 | Remote e-voting | |
| 14360234 | 60 | E-voting at AGM | |
| 99.9691% | 638580119 | 1813 | Total |
(ii) Voted against the Resolution:
| Mode of voting | Number ofMembers voted | Number of votescast by them | % of totalnumber ofvalid votescast |
|---|---|---|---|
| Remote e-voting | 32 | 197185 | |
| E-voting at AGM | |||
| Total | 32 | 197185 | 0.0309% |
| Total number ofmembers whose voteswere declared invalid | Total number ofvotes cast by them | |
|---|---|---|
40, Weston Street, 3rd Floor, Kolkata - 700 013 7 (033) 2221-9381, Fax: (033) 2221-9381 Mobile: 98300-55689 e-mail: [email protected] / [email protected] Website: www.aklabh.com
Resolution 3 $\mathbf{c}$
To appoint a Director in place of Mr. A. K. Mukherjee (DIN: 00131626) who retires by rotation and, being eligible, offers himself for reappointment
(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 | 1692 | 621871478 | |
| E-voting at AGM | 59 | 14360114 | |
| Total | 1751 | 636231592 | 99.6124% |
(ii) Voted against the Resolution:
| Mode of voting | Number ofMembers voted | Number of votescast by them | % of totalnumber ofvalid votescast |
|---|---|---|---|
| Remote e-voting | 86 | 2475476 | |
| E-voting at AGM | 120 | ||
| Total | 87 | 2475596 | 0.3876% |
| Total number ofmembers whose voteswere declared invalid | Total number ofvotes cast by them |
|---|---|
| 1000 |
40, Weston Street, 3rd Floor, Kolkata - 700 013 7 (033) 2221-9381, Fax: (033) 2221-9381 Mobile: 98300-55689 e-mail: [email protected] / [email protected] Website: www.aklabh.com
SPECIAL BUSINESS:
$\mathbf{d}$ Resolution 4: Ordinary Resolution
To consider appointment of Mr. Avik Kumar Roy (DIN: 08456036) as the Managing Director and Chief Executive Officer
(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 | 1715 | 623588075 | |
| E-voting at AGM | 58 | 14360094 | |
| Total | 1773 | 637948169 | 99.8810% |
(ii) Voted against the Resolution:
| Mode of voting | Number ofMembers voted | Number of votescast by them | % of totalnumber ofvalid votescast |
|---|---|---|---|
| Remote e-voting | 61 | 760230 | |
| E-voting at AGM | 140 | ||
| Total | 63 | 760370 | 0.1190% |
| Total number ofvotes cast by them |
|---|
A. K. LABH & Co.
Company Secretaries
40, Weston Street, 3rd Floor, Kolkata - 700 013 C (033) 2221-9381, Fax: (033) 2221-9381 Mobile: 98300-55689 e-mail: [email protected] / [email protected] Website: www.aklabh.com
Resolution 5: Ordinary Resolution $e)$
To approve revision in the limit of remuneration payable to Non-Executive Directors by way of Commission
(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 | 1550 | 620703951 | |
| E-voting at AGM | 55 | 13899624 | |
| Total | 1605 | 634603575 | 99.3574% |
(ii) Voted against the Resolution:
| Mode of voting | Number ofMembers voted | Number of votescast by them | % of totalnumber ofvalid votescast |
|---|---|---|---|
| Remote e-voting | 224 | 3643774 | |
| E-voting at AGM | 5 | 460610 | |
| Total | 229 | 4104384 | 0.6426% |
| Total number ofmembers whose voteswere declared invalid | Total number ofvotes cast by them | |
|---|---|---|
40, Weston Street, 3rd Floor, Kolkata - 700 013 C (033) 2221-9381, Fax: (033) 2221-9381 Mobile: 98300-55689 e-mail: [email protected] / [email protected] Website: www.aklabh.com
$\mathbf{f}$ Resolution 6: Special Resolution
To consider appointment of Ms. Radhika Govind Rajan (DIN: 00499485) as a Non-Executive & Independent Director of the Company
(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 | 1697 | 623926493 | |
| E-voting at AGM | 58 | 14360094 | |
| Total | 1755 | 638286587 | 99.9339% |
(ii) Voted against the Resolution:
| Mode of voting | Number ofMembers voted | Number of votescast by them | % of totalnumber ofvalid votescast |
|---|---|---|---|
| Remote e-voting | 81 | 421934 | |
| E-voting at AGM | 140 | ||
| Total | 83 | 422074 | 0.0661% |
(iii) Invalid Votes:
| Total number ofmembers whose voteswere declared invalid | Total number ofvotes cast by them |
|---|---|
$K_{\Omega}$
$\mathbb{Q}_P$
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
Resolution 7: Ordinary Resolution $g)$
To consider and approve remuneration payable to Mani & Co., Cost Accountants
(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 | 1702 | 624327891 | |
| E-voting at AGM | 59 | 14360114 | |
| Total | 1761 | 638688005 | 99.9968% |
(ii) Voted against the Resolution:
| Mode of voting | Number ofMembers voted | Number of votescast by them | % of totalnumber ofvalid votescast |
|---|---|---|---|
| Remote e-voting | 72 | 20088 | |
| E-voting at AGM | 120 | ||
| Total | 73 | 20208 | 0.0032% |
(iii) Invalid Votes:
| Total number ofmembers whose voteswere declared invalid | Total number ofvotes cast by them |
|---|---|
- All the resolutions proposed hereinabove have been passed with requisite majority.
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
- 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. Company Secretaries
Murrill
(CS A. K. LABH) Practising Company Secretary FCS : 4848 / CP No.: 3238 UIN : S1999WB026800 PRCN: 1038/2020 UDIN: F004848F000847800
Place: Kolkata Dated: 29.07.2024
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
Witness:
- Rohistumar
(Rohit Kumar) Basundhara Apartment, Flat No. 6, 3rd Floor 1 No. Airport, North 24 Parganas Kolkata - 700079
habil La 2.
(Rahul Lal) 5/1L, Bir Ananta Ram Mondal Lane, Kolkata - 700 050
Received the Report of the Scrutinizer
For Exide Industries Limited
JITENDRA KUMAR MOHAN BURGHAD AND HAND AND THE CONTRACT DETAIL THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF THE POST OF T LAL
Digitally signed by JITENDRA
(Jitendra Kumar) Company Secretary and President (Legal & Corporate Affairs) $ACS - 11159$
