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Genus Power Infrastructures Ltd AGM Information 2023

Sep 28, 2023

62663_rns_2023-09-28_dc3ee23b-a361-430d-b4bc-944248712743.pdf

AGM Information

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September 28, 2023

BSE Limited, (Corporate Relationship Department), P J Towers, Dalal Street, Fort, Mumbai- 400 001

BSE Code: 530343

National Stock Exchange of India Ltd., (Listing & Corporate Communications), Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E) Mumbai - 400 051.

NSE Symbol: GENUSPOWER

Sub: Proceeding of the 31[st] Annual General Meeting.

Dear Sir/Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, please find attached the following with regard to the 31[st] Annual General Meeting (“AGM”) of the Company, held on Thursday, September 28, 2023:

  • (1) Proceeding of the 31[st] AGM.

  • (2) Consolidated Scrutinizer’s Report.

This is to confirm that all the resolutions as set out in the Notice dated August 26, 2023 convening the 31[st] AGM of the Company have been duly passed with requisite majority.

Kindly take the above in your record.

Thanking you.

Yours faithfully,

For Genus Power Infrastructures Limited

ANKIT Digitally signed by JHANJHAR ANKIT JHANJHARI Date: 2023.09.28 I 17:15:56 +05'30' (Ankit Jhanjhari) Company Secretary Encl. as above

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022, (Raj.), India T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 E. [email protected] • W. www.genuspower.com

Registered Office: G-123, Sector-63, Noida, Uttar Pradesh-201307 (India) T. +91-120-2581999 E. [email protected]

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PROCEEDING OF THE 31[ST] ANNUAL GENERAL MEETING (“AGM” or “the Meeting”) OF GENUS POWER INFRASTRUCTURES LIMITED (“the Company”) HELD ON THURSDAY, SEPTEMBER 28, 2023 AT 11.00 A.M. (IST) THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS AND CONCLUDED AT 11:45 A.M. (IST).

  • Mr. Ankit Jhanjhari, Company Secretary of the Company walked the Members to the Meeting and briefed them on details relating to their participation at the Meeting through VC/OAVM and e-voting during the AGM. He further informed the Members that the Company had provided remote e-voting facility to the Members to exercise their right to vote on the business items transacted at the AGM, by electronic means, from Monday, September 25, 2023 at 09:00 am (India Time) to Wednesday, September 27, 2023 at 05:00 pm (India Time) as stated in the Notice of AGM.

  • Mr. Ishwar Chand Agarwal, Chairman of the Company chaired the Meeting.

  • The Chairman informed that the Meeting was held through VC / OAVM in compliance with the circulars issued by the Ministry of Corporate Affairs, Government of India (MCA) and the Securities and Exchange Board of India (SEBI). The Company had taken all feasible efforts to enable Members to participate through VC / OAVM and to vote at the Meeting.

  • After confirming the requisite quorum was present through video conference, the Chairman called the Meeting to order and commenced the proceedings.

  • The Chairman then introduced other Board members, KMPs and other invitees, who were attending the AGM through VC.

  • The Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee were present at the meeting. The representatives of the Statutory Auditors, Cost Auditors and Secretarial Auditors were also present at the meeting.

  • Thereafter, The Chairman delivered his speech covering the Company’s performance, operational & technological capabilities, outlook and other related matters.

  • The Chairman further informed the Members that the Annual Report and the Notice convening the AGM had been sent through electronic mode and also made available on the website of the Company and the website of the Stock Exchanges i.e. BSE and NSE. With the Notice already circulated to all Members, the Notice convening the AGM, the Independent Auditors’ Report and the Secretarial Audit Report were taken as read.

  • The Chairman further informed the Members that those who had not voted through remote e-voting and who participated in the AGM could vote through the e-voting process conducted at the AGM.

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022, (Raj.), India T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 E. [email protected] • W. www.genuspower.com

Registered Office: G-123, Sector-63, Noida, Uttar Pradesh-201307 (India) T. +91-120-2581999 E. [email protected]

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  • The Chairman further informed that Mr. Sandeep Jain and in his absence Ms. Lata Gyanmalani, partners of M/s. ARMS & Associates LLP, Company Secretaries, Jaipur had been appointed as the scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

  • The Chairman further informed that the results would be declared within two working days from the conclusion of the AGM, based on the scrutinizer’s report after taking into consideration the votes cast through remote e-voting and votes cast through e-voting at the AGM and the aforesaid would be displayed on the website of the Company and Central Depository Services (India) Limited (the agency appointed for conducting remote e-voting and e-voting at the AGM) post intimation to the stock exchanges.

  • The following business items as set out in the Notice convening the 31[st] AGM of the Company were transacted at the meeting and passed with requisite majority:

Item
No.
Item of business Type
of
Resolution
Ordinary Business
1 Receive, consider and adopt (a) the audited standalone financial statements of the
Company for the financial year ended March 31, 2023, together with 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 March 31, 2023,
together with the report of the Auditors thereon.
Ordinary
2 Declare a dividend of Re. 0.75 (Seventy Five paisa) per equity share of face value of
Re.1 each for the financial year ended March 31, 2023.
Ordinary
3 Appoint a director in place of Mr. Rajendra Kumar Agarwal, who retires from office
by rotation, and being eligible, offers himself for re-appointment.
Ordinary
4 Appoint a director in place of Dr. Keith Mario Torpy, who retires from office by
rotation, and being eligible, offers himself for re-appointment.
Ordinary
Special Business
5 Ratify the remuneration of Cost Auditors for the financial year ending March 31,
2024.
Ordinary
6 Re-appoint Mr. Subhash Chandra Garg as Independent Director of the Company
for the second term to hold office for a period of five years, on expiry of his
present term of office, i.e. commencing from November 11, 2023
Special
7 Approve the annual remuneration payable to single Non-Executive Director
exceeding fifty percent (50%) of the total annual remuneration payable to all non-
executive directors of the Company during the financial year ending March 31,
2024.
Special
8 Approve waiver of excess managerial remuneration paid to Mr. Ishwar Chand
Agarwal, Executive Chairman (Whole-time Director) for FY 2022-23.
Special
9 Approve waiver of excess managerial remuneration paid to Mr. Rajendra Kumar
Agarwal, Managing Director & CEO for FY 2022-23.
Special

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: Registered Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, G-123, Sector-63, Noida, Jaipur-302022, (Raj.), India Uttar Pradesh-201307 (India) T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 T. +91-120-2581999 E. [email protected] • W. www.genuspower.com E. [email protected]

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10 Approve waiver of excess managerial remuneration paid to Mr. Jitendra Kumar
Agarwal, Joint Managing Director for FY 2022-23
Special
11 Re-appoint Mr. Ishwar Chand Agarwal as Executive Chairman of the Company for a
period of five years, on expiry of his present term of office, i.e. with effect from
January 24, 2024
Special
12 Re-appoint Mr. Rajendra Kumar Agarwal as Managing Director and Chief Executive
Officer of the Company for a period of five years, on expiry of his present term of
office, i.e. with effect from May 29, 2024.
Special
13 Re-appoint Mr. Jitendra Kumar Agarwal as Joint Managing Director of the
Company for a period of five years, on expiry of his present term of office, i.e. with
effect from September 20, 2024
Special
  • The Chairman then requested the Members who had registered themselves as speaker to ask questions concerning the Annual Report and the Notice of the AGM. A Member asked questions which were answered by Mr. Kailash Chandra Agarwal, Vice-Chairman of the Company.

  • The Chairman further informed e-voting facility would also remain open for 15 minutes post conclusion of the AGM and requested the Members who had not exercised their votes through the remote e-voting facility, to cast their votes through this e-voting facility.

  • The Chairman thanked the Members for joining the AGM and declared the meeting as concluded.

  • Thereafter, the voting process was concluded.

For Genus Power Infrastructures Limited

Digitally signed by ANKIT ANKIT JHANJHARI JHANJHARI Date: 2023.09.28 17:16:34 +05'30'

(Ankit Jhanjhari)

Company Secretary

M. No.: ACS 16482

Genus Power Infrastructures Limited (A Kailash Group Company) Corporate Identity Number L51909UP1992PLC051997

Corporate Office: SPL-3, RIICO Industrial Area, Sitapura, Tonk Road, Jaipur-302022, (Raj.), India T. +91-141-7102400/500 • F. +91-141-2770319, 7102503 E. [email protected] • W. www.genuspower.com

Registered Office: G-123, Sector-63, Noida, Uttar Pradesh-201307 (India) T. +91-120-2581999 E. [email protected]

ARMS & ASSOCIATES LLP

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Practicing Company Secretaries 24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

REPORT OF SCRUTINIZER

[Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended]

To,

The Chairman of the 31[st] Annual General Meeting ) of Genus Power Infrastructures Limited held on Thursday, September 28, 2023 at 11:00 a.m. IST through Video was the Registered Office of the Company.

Dear Sir,

Report on remote e-voting conducted prior to and during the 31[st] AGM of Genus Power Infrastructures Limited in terms of provisions of the Companies Act, 2013 read with the Rules issued thereunder and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Sub: Consolidated

I, Sandeep Kumar Jain, Company Secretary in practice and Partner of M/s. ARMS and Associates LLP, Practicing Company Secretaries, has been appointed as Scrutinizer by the Board of Directors of M/s. dated August 26, 2023 pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the purpose of scrutinizing the - prior to and at the AGM in a fair and transparent manner on all the resolutions contained in the Notice dated August 26, 2023 ( ) issued by the Company in accordance with Gener vide Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 3/2022 and 11/2022 dated April 08, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 08, 2021, May 05, 2022 and December 28, 2022 respectively (collectively referred to as 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 other relevant circulars issued by the ies and Exchange Board of India (Listing Obligations , convening the 31[st] AGM of its Members through VC/OAVM on Thursday, September 28, 2023 at 11:00 a.m. IST.

I hereby confirm that I am familiar and well-versed with the electronic voting system (prior to and at the AGM) and the provisions as prescribed under the Section 108 and 109 of the Act and Rule 20 and 21 of the Companies (Management and Administration) Rules, 2014, as amended. As the Scrutinizer, I have to scrutinize the process of remote e-voting prior to and at the AGM in a fair and transparent manner.

Management's Responsibility

The management of the Company is responsible to ensure compliance with the requirement of the Act, Rules made thereunder, MCA Circulars and the SEBI (Listing Obligation & Disclosure Requirements)

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ARMS & ASSOCIATES LLP Practicing Company Secretaries 24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

Regulation 2015 as amended, relating to remote e-voting prior to and during the AGM on the resolutions contained in the Notice convening the AGM.

Scrutinizer's Responsibility

My responsibility as a Scrutinizer for remote e-voting prior to and at the AGM is restricted to making a consolidated Scrutinizer's Report on the votes cast in favour or against the resolutions stated in the Notice, based on the report generated from the e-voting system provided by Central Depository Services (India) Limited, the agency authorized under the Rules and engaged by the Company to provide remote e-voting facilities prior to and at the AGM, and that the e-voting is conducted in a fair and transparent manner.

In view of above, I submit my report as under:

  • (a) The Company had availed the remote e-voting facility offered by Central Depository Services (India) Limited for conducting remote e-voting prior to and at the AGM by the Members of the Company. Members had also an option to cast their vote through e-voting system at the AGM by attending the Meeting.

  • (b) The Members of the Company holding sh Thursday, September 21, 2023 were entitled to vote on all the resolutions as contained in the Notice of the AGM.

  • (c) The remote e-voting period (prior to the AGM) remained opened from Monday, September 25, 2023 (9:00 a.m. IST) to Wednesday, September 27, 2023 (5:00 p.m. IST).

  • (d) The remote e-voting facility at the AGM was in operation till all the resolutions were considered and voted upon in the meeting and was used for voting only by the members attending the meeting and who have not exercised their right to vote through remote e-voting prior to the AGM.

  • (e) The votes cast through remote e-voting prior to and at the AGM were unblocked on September 28, 2023 after the conclusion of the AGM and e-voting at the AGM in the presence of two witnesses, who are not in the employment of the Company. They have signed below in confirmation of the same. Thereafter, the voting summary statement was downloaded from the CDSL e-voting system.

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Varsha Jangid Lata Gyanmalani

  • (f) I have scrutinized and reviewed the remote e-voting prior to and at the AGM and votes cast therein based on the data downloaded from the CDSL e-voting system and the summary of the e-voting results is attached hereafter as ANNEXURE-I.

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ARMS & ASSOCIATES LLP

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Practicing Company Secretaries 24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

(g) The data and all other relevant records relating to e-voting will be handed over to the Chairman / Company Secretary of the Company for safe keeping as provided in the Act read with the relevant Rules.

On the basis of the above voting details, all the resolutions as set out in the Notice dated August 26, 2023 convening the 31[st] AGM of the Company were passed by the Members with requisite majority and hence deemed to be passed on the date of AGM.

Thanking you, Yours faithfully,

For ARMS & Associates LLP Company Secretaries ICSI URN: P2011RJ023700 PR 818/2020

Sandeep Kumar Jain Designated Partner FCS 5398 CP No.4151 UDIN: F005398E001111778

Jaipur, September 28, 2023

Countersigned by: For Genus Power Infrastructures Limited ANKIT Digitally signed by ANKIT JHANJHARI JHANJHARI Date: 2023.09.28 17:16:57 +05'30'

(Ankit Jhanjhari) Company Secretary

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ARMS & ASSOCIATES LLP

Practicing Company Secretaries 24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

ANNEXURE-I

Resolution 1: Ordinary Resolution

To receive, consider and adopt (a) the audited standalone financial statements of the Company for the financial year ended March 31, 2023, together with 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 March 31, 2023, together with the report of the Auditors thereon

Remote E-Voting

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----- Start of picture text -----

E-Voting
(Prior to the Consolidated Results Invalid Votes
at the AGM
AGM) % of
Numb total
Num No. of Total number
er of Total numbe
Votes ber Number valid of members
memb number Total number r valid
of of valid votes whose votes Number of
ers of of valid votes votes
mem votes cast cast were votes cast
presen membe cast by them cast
bers by them by declared
t and rs voted
voted them invalid
voted
For 363 188132656 2 1894 365 188134550 100.00
Against 24 107 0 0 24 107 0.00 0 0
Total 387 188132763 2 1894 389 188134657 100.00
Resolution 2: Ordinary Resolution
To declare a dividend of Re. 0.75 (Seventy Five paisa) per equity share of face value of Re.1 each for the financial
year ended March 31, 2023
Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
No.
Num of Total % of
ber of vali numbe total
Numb Total number
Number of mem d r of numbe
Votes er of Total number of members
valid votes bers vote membe r valid Number of
memb of valid votes whose votes
cast by prese s rs votes votes cast
ers them nt cast present cast by them cast were declared
voted invalid
and by and
voted the voting
m
For 3644 188172981881729811729817298129819811 2 18948944 366 188174875 100.00
Against gainst ainst 233 76 0 0 23 76 0.00 0 0
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----- Start of picture text -----

Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
No.
Num of Total % of
ber of vali numbe total
Numb Total number
Number of mem d r of numbe
Votes er of Total number of members
valid votes bers vote membe r valid Number of
memb of valid votes whose votes
cast by prese s rs votes votes cast
ers them nt cast present cast by them cast were declared
voted invalid
and by and
voted the voting
m
For 3644 188172981881729811729817298129819811 2 18948944 366 188174875 100.00
Against gainst ainst 233 76 0 0 23 76 0.00 0 0
Total 387 188173057 2 1894 389 188174951 100.00
----- End of picture text -----

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ARMS & ASSOCIATES LLP

Practicing Company Secretaries

24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

Resolution 3: Ordinary Resolution

To appoint a director in place of Mr. Rajendra Kumar Agarwal, who retires from office by rotation, and being eligible, offers himself for re-appointment

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----- Start of picture text -----

Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
Num % of
No. Total Total
ber of total
Numbe of number Total number of
Number of mem numbe
Votes r of valid of number of members
valid votes bers r valid Number of
membe votes members valid votes whose votes
cast by prese votes votes cast
rs them nt cast present cast by cast were
voted by and them declared
and
them voting invalid
voted
For 340 185281860 2 1894 342 185283754 98.46
Against 49 2891197 0 0 49 2891197 1.54 0 0
Total 389 188173057 2 1894 391 188174951 100.00
Resolution 4: Ordinary Resolution
To appoint a director in place of Dr. Keith Mario Torpy, who retires from office by rotation, and being eligible,
offers himself for re-appointment
Remote E-Voting
E-Voting
(Prior to the Consolidated Results Invalid Votes
at the AGM
AGM) % of
Numb total Total
No. of
Numb er of Total Total numbe number of
Votes Number valid
er of memb number of number of r valid members
of valid votes Number of
memb ers members valid votes votes whose votes
votes cast cast votes cast
ers presen present cast by cast were
by them by
voted t and and voting them declared
them
voted invalid
For 331 185437700 2 1894 333 185439594 98.55
Against 58 2735317 0 0 58 2735317 1.45 0 0
Total 389 188173017 2 1894 391 188174911 100.00
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ARMS & ASSOCIATES LLP

Practicing Company Secretaries

24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

Resolution 5: Ordinary Resolution

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----- Start of picture text -----

To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2024
Remote E-Voting
E-Voting
(Prior to the Consolidated Results Invalid Votes
at the AGM
AGM) % of
Numbe No. Total total Total
Numb r of of number Total numbe number of
Votes Number
er of membe valid of number of r valid members
of valid Number of
memb rs votes members valid votes votes whose votes
votes cast votes cast
ers present cast present cast by cast were
by them
voted and by and them declared
voted them voting invalid
For 355 188160928 2 1894 357 188162822 99.99
Against 30 11679 0 0 30 11679 0.01 0 0
Total 385 188172607 2 1894 387 188174501 100.00
Resolution 6: Special Resolution
-
To approve the re appointment of Mr. Subhash Chandra Garg as Independent Director of the Company
Remote E-Voting E-Voting Consolidated
Invalid Votes
(Prior to the AGM) at the AGM Results
Total
num % of
Numb ber Total
total
Numbe er of No. of of Total number of
Number of number
Votes r of memb valid mem number of members
valid votes valid Number of
membe ers votes bers valid votes whose votes
cast by votes votes cast
rs them presen cast by prese cast by cast were
voted t and them nt them declared
voted and invalid
votin
g
For 356 188064698880646984698698 2 18948944 358 188066592 99.94
Against gainst ainst 30 10831908319199 0 0 30 108319 0.06 0 0
----- End of picture text -----

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----- Start of picture text -----

-
To approve the re appointment of Mr. Subhash Chandra Garg as Independent Director of the Company
Remote E-Voting E-Voting Consolidated
Invalid Votes
(Prior to the AGM) at the AGM Results
Total
num % of
Numb ber Total
total
Numbe er of No. of of Total number of
Number of number
Votes r of memb valid mem number of members
valid votes valid Number of
membe ers votes bers valid votes whose votes
cast by votes votes cast
rs them presen cast by prese cast by cast were
voted t and them nt them declared
voted and invalid
votin
g
For 356 188064698880646984698698 2 18948944 358 188066592 99.94
Against gainst ainst 30 10831908319199 0 0 30 108319 0.06 0 0
Total 386 188173017 2 1894 388 188174911 100.00
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ARMS & ASSOCIATES LLP

Practicing Company Secretaries

24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

Resolution 7: Special Resolution

To approve annual remuneration payable to single Non-Executive Director

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----- Start of picture text -----

Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
Total % of
Numb Total
number total
Numb er of No. of Total number of
Number of of numbe
Votes er of memb valid number of members
valid votes membe r valid Number of
memb ers votes valid votes whose votes
cast by rs votes votes cast
ers them presen cast by present cast by cast were
voted t and them them declared
and
voted invalid
voting
For 319 184674596 2 1894 321 184676490 98.14
Against 66 3498011 0 0 66 3498011 1.86 0 0
Total 385 188172607 2 1894 387 188174501 100.00
Resolution 8: Special Resolution
To approve waiver of excess managerial remuneration paid to Mr. Ishwar Chand Agarwal, Executive Chairman
(Whole-time Director) for FY 2022-23
Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
Num % of
Total Total
ber of No. of total
Numb number Total number of
Number of mem valid numbe
Votes er of of number of members
valid votes bers votes r valid Number of
memb member valid votes whose
cast by prese cast votes votes cast
ers s present cast by votes were
them nt by cast
voted and them declared
and them
voting invalid
voted
For 349 188163220 2 1894 351 188165114 99.99
----- End of picture text -----

Votes Remote E-Voting
(Prior to the AGM)
E-Voting
at the AGM
Consolidated Results
% of
total
numbe
r valid
votes
cast
Numb
er of
memb
ers
voted
Number of
valid votes
cast by
them
Num
ber of
mem
bers
prese
nt
and
voted
No. of
valid
votes
cast
by
them
Total
number
of
member
s present
and
voting
Total
number of
valid votes
cast by
them
Invalid Votes
Total
number of
members
whose
votes were
declared
invalid
Number of
votes cast
For 349
188163220
2
1894
351
188165114
99.99
0
0
Against 36
9794
0
0
36
9794
0.01
Total 385
188173014
2
1894
387
188174908
100.00

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ARMS & ASSOCIATES LLP

Practicing Company Secretaries 24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

Resolution 9: Special Resolution

To approve waiver of excess managerial remuneration paid to Mr. Rajendra Kumar Agarwal, Managing Director & CEO for FY 2022-23

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Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
Total
Total % of
Numb number
No. of number total
Numbe er of Total of
Number valid of number
Votes r of memb number of members
of valid votes membe valid Number of
membe ers valid votes whose
votes cast cast rs votes votes cast
rs by them presen by present cast by cast votes
voted t and them were
them and
voted declared
voting
invalid
For 347 188160843 2 1894 349 188162737 99.99
Against 38 12171 0 0 38 12171 0.01 0 0
Total 385 188173014 2 1894 387 188174908 100.00
Resolution 10: Special Resolution
To approve waiver of excess managerial remuneration paid to Mr. Jitendra Kumar Agarwal, Joint Managing
Director for FY 2022-23
Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
% of
Total
Numbe total Total
No. of number
r of Total numb number of
Numbe Number valid of
Votes membe number of er members
r of of valid votes member Number of
rs valid votes valid whose votes
membe votes cast cast s votes cast
presen cast by votes were
rs voted by them t and by present them cast declared
them and
voted invalid
voting
For 349 188160851 2 1894 351 188162745 99.99
Against gainst ainst 36 121466 0 0 36 12146 0.01 0 0
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Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
% of
Total
Numbe total Total
No. of number
r of Total numb number of
Numbe Number valid of
Votes membe number of er members
r of of valid votes member Number of
rs valid votes valid whose votes
membe votes cast cast s votes cast
presen cast by votes were
rs voted by them t and by present them cast declared
them and
voted invalid
voting
For 349 188160851 2 1894 351 188162745 99.99
Against gainst ainst 36 121466 0 0 36 12146 0.01 0 0
Total 385 188172997 2 1894 387 188174891 100.00
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8 | P a g e

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ARMS & ASSOCIATES LLP

Practicing Company Secretaries

24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

Resolution 11: Special Resolution

To approve the re-appointment of Mr. Ishwar Chand Agarwal as Executive Chairman of the Company

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Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
Total % of
Numb Total
No. of number total
er of Total number of
Numbe Number of valid of numbe
Votes memb number of members
r of valid votes votes member r valid Number of
ers valid votes whose
membe cast by cast s votes votes cast
rs voted them presen by present cast by cast votes were
t and them declared
them and
voted invalid
voting
For 348 172516836 2 1894 350 172518730 91.68
Against 41 15656181 0 0 41 15656181 8.32 0 0
Total 389 188173017 2 1894 391 188174911 100.00
Resolution 12: Special Resolution
To approve the re-appointment of Mr. Rajendra Kumar Agarwal as Managing Director and Chief Executive
Officer of the Company
Remote E-Voting E-Voting Consolidated
Invalid Votes
(Prior to the AGM) at the AGM Results
Num Total % of
Total
ber of numbe total
Numbe No. of Total number of
Number of mem r of numbe
Votes r of valid number of members
valid votes bers memb r valid Number of
membe votes valid whose votes
cast by prese ers votes votes cast
rs them nt cast by presen votes cast cast were
voted them by them declared
and t and
invalid
voted voting
For 350 174272470 2 1894 352 174274364 92.61
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Votes Remote E-Voting
(Prior to the AGM)
E-Voting
at the AGM
Consolidated
Results
% of
total
numbe
r valid
votes
cast
Numbe
r of
membe
rs
voted
Number of
valid votes
cast by
them
Num
ber of
mem
bers
prese
nt
and
voted
No. of
valid
votes
cast by
them
Total
numbe
r of
memb
ers
presen
t and
voting
Total
number of
valid
votes cast
by them
Invalid Votes
Total
number of
members
whose votes
were
declared
invalid
Number of
votes cast
For 350
174272470
2
1894
352
174274364
92.61
0
0
Against 38
13900544
0
0
38
13900544
7.39
Total 388
188173014
2
1894
390
188174908
100.00

9 | P a g e

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ARMS & ASSOCIATES LLP

Practicing Company Secretaries

24 Ka 1, Jyoti Nagar, Jaipur-302005, Rajasthan Telephone: 0141-4816711, Mob No.: +91-9828050920 Email: [email protected] website: www. armsandassociates.com

Resolution 13: Special Resolution

To approve the re-appointment of Mr. Jitendra Kumar Agarwal as Joint Managing Director of the Company

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Remote E-Voting E-Voting
Consolidated Results Invalid Votes
(Prior to the AGM) at the AGM
% of
Numb No. Total total Total
er of of number Total numbe number of
Votes Numbe Number of
memb valid of number of r valid members
r of valid votes Number of
ers votes members valid votes whose
membe cast by votes cast
presen cast present votes cast cast votes were
rs voted them
t and by and by them declared
voted them voting invalid
For 334 173685171 2 1894 336 173687065 92.30
Against 55 14487846 0 0 55 14487846 7.70 0 0
Total 389 188173017 2 1894 391 188174911 100.00
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