Finolex Cables Ltd. — AGM Information 2023

Sep 29, 2023

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FCL:SEC:SE:23:110

29[th ] September, 2023

Corporate Relations Department BSE Limited 1st Floor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort Mumbai – 400 001	The Manager Listing Department National Stock Exchange of India Ltd `Exchange Plaza’, C-1, Block G, Bandra – Kurla Complex, Bandra (E), Mumbai – 400 051	Mr Tom Schmit Luxembourg Stock Exchange PO Box 165 L-2011 Luxembourg Grand-Duchy of Luxembourg EUROPE
ScripCode: 500144	ScripCode: FINCABLES

Sub: Gist of Proceedings of the 55[th] Annual General Meeting of Finolex Cables Limited held on Friday, 29[th] September, 2023

Dear Sir/Madam,

The 55[th] Annual General Meeting (“AGM”) of the Company was held on Friday, 29[th] September, 2023 through Video Conferencing (VC) / Other Audio Visual Means (“OAVM”). The AGM was held in compliance with the provisions of the Companies Act, 2013, (the “Act”) and Rules thereunder, as applicable read with the General Circular No. 14/2020 dated 8[th] April 2020, the General Circular No. 17/2020 dated 13 April 2020 and the General Circular No. 20/2020 dated 5 May 2020, Circular no. 02/2021 dated January 13, 2021, Circular No. 2/2022 dated 5 May 2022 and Circular No. 10/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”) and the SEBI Regulations read with the SEBI Circular No. SEBI/HO/CFD/CMDl/CIR/P/2020/79 dated 12[th] May 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January, 15 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated January, 5 2023 (collectively referred to as “SEBI Circulars”). The meeting commenced at 03.00 p.m. and concluded at 03.45 p.m. (including time allowed for e-voting at AGM) on the same day. In terms of the aforesaid Circulars the AGM is deemed to be held from the Registered Office of the Company.

Brief details of the meeting:

Mr. Deepak Chhabria, Executive Chairman chaired the proceedings of the meeting. The Executive Chairman, each Director and Key Managerial Personnel introduced themselves to the shareholders and informed the location from where they were participating in the AGM. The requisite quorum being present, the Executive Chairman called the meeting to order. The Executive Chairman thereafter delivered his speech.

The Executive Chairman informed that remote e-voting had commenced on Tuesday, 26[th] September, 2023 at 9.00 a.m. and ended on Thursday, 28[th] September, 2023 at 5.00 p.m.

Registered Office: 26-27, Mumbai-Pune Road, Pimpri, Pune – 411018. Tel: 020 27506200. Visit us at: www.finolex.com | Email: sales@finolex.com | CIN: L31300MH1967PL016531

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The Chairman briefed the members with respect to the business to be transacted at the meeting. As per Notice dated 4[th] September, 2023 convening the 55[th] AGM of the Company and subsequent corrigendum issued on 16[th] September 2023, the following businesses were transacted at the meeting. The Chairman stated that Resolution Nos. 1 to 3 was proposed to be passed as Ordinary Business and Resolution Nos. 4 to 6 were proposed to be passed as a Special Business.

The following items of business as per the Notice of 55[th] AGM were recommended for members’ consideration and approval:-

Sr. No		Resolutions Description	Resolution **Type **
		ORDINARY BUSINESS
1		To consider and adopt : (a) the Audited Financial Statements of the Company for the Financial Year ended on 31stMarch, 2023 and the reports of the Board of Directors’ and Auditors’ thereon; and (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended on 31stMarch, 2023 and the report of Auditors’ thereon.	Ordinary Resolution
2		To declare a dividend @ 350% (Rs. 7/-) per equity share of Rs. 2/- each for the Financial Year ended on 31stMarch, 2023.	Ordinary Resolution
3		To appoint Mr. Nikhil Naik, as a Director liable to retire by rotation, and being eligible, offers himself for re-appointment.	Ordinary Resolution
		SPECIAL BUSINESS
4		Re-appointment of Mr. Deepak Chhabria (DIN 01403799) as a Whole Time Director designated as an “Executive Chairman” of the Company for a period of 5 (five) years with effect from 1st July 2023 to 30thJune 2028.	Ordinary Resolution
5		To ratify the remuneration payable to the Cost Auditors for the Financial Year ending 31stMarch, 2024 (Financial Year 2023-24)	Ordinary Resolution
6		Payment of Commission to Non-Executive Directors.	Special Resolution

On the invitation of the Chairman, Members who had previously registered themselves as speakers, addressed the meeting through VC/ OAVM.

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Registered Office: 26-27, Mumbai-Pune Road, Pimpri, Pune – 411018. Tel: 020 27506200. Visit us at: www.finolex.com | Email: sales@finolex.com | CIN: L31300MH1967PL016531

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One shareholder asked questions on operations and expansion plans and appreciated the relatively good performance.

The Executive Chairman of the Company replied to the queries raised by the Member. The Chairman thereafter thanked all the Members for their active participation at the AGM.

The Executive Chairman informed the Members that Mr. V. M. Birajdar, Practising Chartered Accountant (M.No 035368) were appointed as the Scrutinizer for the purpose of scrutinizing the remote e-voting and also for the voting that may be done during the time given to Members who had logged in to the AGM but had not cast their votes earlier by remote e-voting.

The Executive Chairman informed the Members that the results of e-voting and votes cast on the day of the AGM shall be reconciled by the Scrutinizer and his Report received within 2 working days and be made available on the website of the Company, that of M/s. National Securities and Depositories Limited (NSDL), and of the Stock Exchanges where the Equity Shares of the Company are listed.

It may also please be noted that the aforesaid Gist of Proceedings do not purport to constitute minutes of the 55[th] AGM of the Company.

Thanking you,

For FINOLEX CABLES LIMITED

GAYATRI BHAGYESH Digitally signed by GAYATRI BHAGYESH KULKARNI KULKARNI Date: 2023.09.29 18:26:49 +05'30' Gayatri Kulkarni Assistant Company Secretary & Compliance Officer Encl: As above

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Registered Office: 26-27, Mumbai-Pune Road, Pimpri, Pune – 411018. Tel: 020 27506200. Visit us at: www.finolex.com | Email: sales@finolex.com | CIN: L31300MH1967PL016531