HEG Ltd. — AGM Information 2019

Aug 20, 2019

I{EG/SECm / AGM/zote/

1	BSE Limited	2	National Stock Exchange of India Limited
	25thFloor,PfTowers		Exchange PLaza, Sth Floor
	Datal Street		Plot No.C/l, G Block, Bandra - Kurla Complex
	MIJMBAI-4OO OO1.		Bandra @),
	Scrip Code:509631		MI,JMBAI - 4OO 051.
			Scrip Code: HEG

Dear Sirs,

Sub: Proceedings of 4ToAnnual General Meeting of the Company pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

In compliance with Regulation 30 read with Para A of Part A of Schedule Itr of SEBI (LODR) Regulations,20lS, please find endosed the summary of the proceedings of the 4Tt Annual General Meeting of FIEG Limited held today i.e. 20m August 2019 as an Annerure-l.

Ttre results of voting will be announced / dtsplayed through the website of the Company (wwwhegltd.com) and the website of CDSL (www.evotingindia.com) within 48 hours from the condusion of meeting and the resulb shall also be intimated to BSE Ltd and National Stock Exchange of trdia Ltd. It shall also be displayed on the notice board at the Registered Office and Corporate Office of the Company.

Disclosue in terms of Regulation 30 of SEBI(LODR) Regulation, 2015 w.r.L Directors seeking appoinhert/re-appointnrent is attached as an Annexure-Z

You are requested to kindly take above information on your records.

ThankingYou,

Yours faittrfully,

Plant& Regd. Ofhce : Mandldeep (Near Bhopal) Distt. Raisen -462A46: (Madhya Pnadesh), India Tel. : +91 -748 0-23352+233527 Fax: +91-7EA-233522 Website : www.hegltd.com

Gorporab Off,ce :

Bhilwara Towers, A-12, Sector-l Noida-201 301 (NCR-Dethl), india Tel. : +91-120.4390300 (EPABX) Fax: +91-1204277841

CIN No. U3l 09MPl 972P1C0082911 Website : www. Injbhilwara.com

TUESDAV. 20$ AUGUST. 2019.

The 47th Annuat Generat Meeting (AGM) of the Company was held today i.e. Tuesday, the 20th August, 2019 at 3:00 p.m. at the Registered Office of the Company at Mandideep (Near Bhopal), Distt. Raisen 462A46, Madhya Pradesh.

Shri Ravi Jhunjhunwala (DlN 00050972) and Dr Om Parkash Bahl (DtN 026495571, the Directors of the Company were present in the meeting. Statutory Auditors and Secretarial Auditors were present in the meeting though their authorized representatives.

Shri Ravi Jhunjhunwala, Chairman, Managing Director & CEO chaired the proceedings of the AGM in accordance with the Articles of Association of the Company.

Dr Om Parkash Bahl, member of Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee of the Company is authorized by the Chairman of the respective committees to attend the AGM on their behalf.

The requisite quorum being present, the Chairman called the meeting to order. The quorum was present throughout the meeting. The Chairman delivered his speech to the shareholders.

The Chairman introduced the Directors present at the AGM. He informed that the other Directors have conveyed their inability to attend the meeting due to their pre-occupation and send their greetings for the Shareholders of the Company.

with the consent of all the Members present, the Notice of AGM dated 16th July, 2019 w1h addendum dated 27s July, 2019 thereto, the Board's Report, Audited Annual Accounts and other related reports were taken as read. There were no qualifications in the Auditor's Report and the report of Secretarial Auditor of the Company.

The Chairman informed the Shareholders that in compliance of Section 108 of the Companies Act, 2013 ('Act'), read with Rules framed thereunder, Secretarial Standard -2 and Regulation zt4 of the SEBI (Listing Obfigations and Disclosure Requirements) Regulations, 20L5, the Company had provided to the would be no voting by show of hands.

Plant& Regd. Office : Mandideep (Near Bhopal) Distt. Raisen -462O46; (Madhya Pradesh), India Tel. : +91 -7480-233524-233527 Fax: +91-748;0-2335?2 Website : www.hegltd.com

HEG LIMITED

Cll'l No. U31 09MPl 972P1C00tr290 Website : www. Injbhilwara.com

9'r-n

Corporab Offi-: Bhilwara Towerb, A-1 2,'Sgctor-l Noida-2ol 301 (NGR-Delhi), india. Tel. : +91-120.4390300 (EPABX) Fax: +91-1204277841

The Chairman briefed the Shareholders about each item set out in the Notice dated 16thJurilT6ffit3ffO** ' addendum dated 27s July, 2019 thereto calling the 47th Annual General Meeting. The Chairman furthen briefed that item no 10 of the notice has been dropped off after resignation of Shri Dharmendar Nath Davar (DlN: 00002008) vide his letter dated 24th July, 2019 due to health reasons.

The Chairman stated that since he was interested in item no-3 & item no-5 of the Notice which are as under:

• t. To appoint a Director in place of Shri Riju Jhunjhunwala (holding DIN: 00061060), who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013 and being eligible, offers himself for re-a ppointment.(ltem No.3)
• To Re-appoint and fix the remuneration of Shri Ravi Jhunjhunwala (holding DIN 00060972) as the Managing Director of the Company, not liable to retire by rotation with effect from 13th February 2019 upto 12th February 2024.(ltem No.5l

Therefore, he requested that for item no. 3 & 5 of the notice, Dr. Om Parkash Bahl, to Chair the meeting and conduct the proceedings. With the consent of all members present Dr. Om Parkash Bahl was elected as Chairman of the meeting for the item no. 3 & 5.

The Chairman then invited the members to give their suggestions and sought enquiries on the Company's accounts, businesses and on the resolutions as proposed in this AGM, which were duly responded by the Chairman.

The Chairman informed to the Members that Shri Saket Sharma, a Practicing Company Secretary (FCS 42291(C.P. No 2555), M/s GSK & Associates was appointed as the Scrutinizer to scrutinize the remote evoting process and voting at AGM in a fair and transparent manner.

No member exercised his/her vote at AGM through ballot paper, the items discussed and voted by members through e-voting facility provided by the CDSL were as under:

Sl. No	Details of Resolution	Resolution Tvpe
	ORDINARY BUSINESS
7	Adoption of the Audited Financial Statements of the Company for theFinancial Year ended 31s March, 2019, the Reports of the Board ofDirectors and Auditors thereon and Audited Consolidated FinancialStatements of the Company for the Financial Year ended 31st March,2019 and the Report of Auditors thereon.	Ordinary
2	Confirmation of payment of the Interim Dividend of Rs. 30 per EquityShare of face value of Rs. 10 each and to declare a Final Dividend ofRs. 50 Per Equity Share of the face value of Rs.10 each, for thefinancial year 2018-19.ll	Ordinary*R
3	Re-appointment of Shri Riju Jhunjhunwala, (DtN 00061050) wtfft	bEftani ':

Ptant& Regd. Off,ce : Mandideep (Near Bhopal) Distt. Raisen -46204/l; (Madhya Pradesh), Indla Tel. : +91 -7480-23352+233527 Fax: +91-74€lG.2335?2 Webslte : www.hegltd.com Plant& Off,ce:

CIN No. U31091|P1972P1C008290

Corporate Bhilwara Towers, Ar12, Sector-l Noida-201 301 (NCR-Delhi), india Tel. : +91-1204390300 (EPABX) Fax: +91-1204277841 Website : www. Injbhilwara.com =

ffiG		ffi9
H tr.i	retires by rotation and being eligible, offers himself for reappointment.	wPROi'OTOBE IND
4	Re-appointment of Shrl Shekhar Agarwal, (DlN 00066113) who retiresby rotation and being eligible, offers himself for re-appointment.	Ordinary
SPECIAT BUSINESS
q	Re-appointment and fixation .of remuneration of Shri RaviJhunjhunwala (DIN 00060972) as the Managing Director of theCompany, not liable to retire by rotation with effect from 13thFebruary 2019 upto 12th February,2024.	Special
6	Appointment of Smt Ramni Nirula (DlN 00015330) as an IndependentDirector of the Company for a first term of five consecutive yearsfrom 3Os October,2018 upto 29s October,2}23.	Ordinary
7	Appointment of Smt. Vinita Singhania (DlN 00042983) as a NonExecutive Non-lndependent Director of the Company, liable to retireby rotation.	Ordinary
I	Re-appointment of Dr Kamal Gupta (DlN 00038490) as anIndependent Director of the Company for a second term of fiveconsecutive years from 30s August, 2019 upto 29s August, 2024.	Special
9	Re-appointment of Dr. Om Parkash Bahl (DlN 02643557l- as anIndependent Director of the Company for a second term of twoconsecutive years from 30s August, 2019 upto 29s August, 2021.	Special
10	This ltem with its explanatory statement is being dropped due toresignation of Shri Dharmendar Nath Davar vide its letter dated 24tJu y,2019.	Dropped off
tl	Ratification of the remuneration payable to M/s. N.D. Birla & Co.,Cost Auditors (FRN: 000028) of the Company for the Financial Year20L9-20.	Ordinary

The Chairman announced that the combined results of e-voting and voting at the AGM venue will be announced/ displayed through the website of the Company (www.hegltd.com) and the website of CDSL (www.evotingindia.com) within 48 hours from the conclusion of meeting and the results shall also be intimated to BSE Ltd and National Stock Exchange of lndia Ltd. lt shall also be displayed on the notice board at the Registered Office and Corporate Office of the Company.

The meeting concluded at 4.10 P.M.

Plant& Regd. OfFce : Mandidep (Near Bhopal) Distl. RaisEn - 462A46; (Madhya Pradesh), India Tef . : +91 -748A-233524-?33527 Fax: +91-748G233521 Website : wnnr.hegltd.com

HEG LIMITED

GIN No. Ul3lOgMPl 972P1C0082911 Website : www.lnjbhilwara.com

Gorpomb (ffice : Bhilwara Towers, A:12, Sector-l Noida-201 301 (NGR-Delhi), India Tel. : +91-120-4390300 (EPABX) Fax: +91-12fJ*4.277|l41

Annexure-2

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ቴName	Ravi Jhunjhunwala	Riju	Vinita Singhania*
Director		Jhunjhunwala		Kamal Gupta	Om Parkash Bahl	Nirula**Ramni	Shekhar Agarwal
ಕDirectorshipCategory	ManagingDirector & CEOChairman,	Non-PromoterExecutive	Non-Executive	Independent	Independent	Independent	Non-Promoter
ಕDate	08.09.1979	30.04.2009	31.10.2018				Executive
Appointmenton the Board				10.11.1994	30.04.2009	31.10.2018	15.07.1996
ģReasonchange	Re-appointment	appointmentde	Appointment	Re-appointment	Re-appointment	Appointment	Re-appointment
ಕTerm	13th February, 2019 to 12th	Liable to
Appointment	February, 2024	retireby rotation	Liable to retire byrotation	August30 th August, 201929 th$\mathbf{a}$	August30 th August, 201929 th$\mathbf{a}$	2018 to 30th31st October,	Liable to retire byrotation
				(secondterm)2024	(second2021	October, 2023
Qualification	B.Com. (Hons). MBA	Ē.Degree	Graduate in Arts.	FICWA,FCA,	term)	(first term)
		Business			M.Sc. and Ph.D.	Com(H)B.	$\Xi$B.Tech (Mech) ,
		ăManagem		Ph.D.in Business		MBA	Kanpur, Master of
		studies		Management.			Ŗ.Science Degree
							ė,Industrial
							Systems
							fromEngineering
							illinois Institute of
							Technology,
Brief Profile	Shri Ravi Jhunjhunwala,	RijuShri	Smt				Chicago, USA
	years, is the63age	Jhunjhunwala	Vinitia	Dr. Kamal Gupta	finishingAfter	Smt Rammi	ShekharShri.
			Singhania	earlierwas	graduationPost	Nirula, retired	the.9Agarwal
	Chairman, ManagingDirector and CEO of HEG	a	is an Industrialist	Technical	and PhD (in the	Seniotas	Group Vice
	Limited, which is	Industrialist	with	ಕDirector	area of CARBON)	General	theChairman of
		with	diversified	ďInstitute	from	Manager	BhilwaraKI
	one of the entities of LNJ	diversified	business	Chartered	theŖ.Gujarat	of ICICI Bank	IndustrialGroup,
	$\Xi$Group.BhilwaraBhilwara	business	experience. She is	Accountants	ā.1966,year	Limited. She	conglomerate with
	đ.9Group	experience.	the	of India, and was	BahlC.C	had
	conglomeratediversified	the9fe	ChairmanVice	instrumental	Postundertook	ŠTugalthan	centkuted inperCONCENTR.

Co., $\overline{a}$ December 1976 to ថ្ងៃ iwith More than 50% of to more than 40 He worked as a Senior Industrial & Engineer May 1980, having rained & practiced MOST, the Maynard high quality valves & regulators for the India Mills the manufactured goods are exported spinning, weaving, LPG & Compressed textiles. The textiles the President of the operations are very in different fabrics. Formerly, he was manufacturing manufacturing with Rego Chicago from gas industries. Sequencing diversified Association. processing operations Technique garments countries. knitting, Northern System Textile the $\overline{ }$ and Corporate career in the areas Project experience in in the project she had held the financial Planning & beginning Financing, decades of Since then leadership Resources erstwhile appraisal positions Banking. Strategy, division. imited services various sector, IOID with đ ofO fellowship from $\overline{d}$ Carbon under a Bahl's the I Aviation U.K, in Or. Bahl began his particular and the in the area of career from the Lab; New Delhi desperately by the $\ddot{a}$ Society in general. Doctoral studies where he took up the challenge of ď the Strategic Carbon Products has been ٦Ē. making India self sector Superannuated as Grade National Physical distinguished Technologies development North Wales. instrumental outstanding .ធ particularly. $\mathbf{a}$ developing Ministry of Advanced/ Ministry required Defence Director defence reliant work has Ę. expertise in the bodies. He has Corporate Laws freelance and5 Accounting and Ę. He is also the renowned author on Auditing and India on various areas of Finance, and is at present of various books also represented in introducing other subjects. International Accounting India. He professional these areas. Standards consultant Auditing a First She long $\mathbf{H}$ Managing Limited and has a ้ซี managing Cement Cement (CMA) as well as Building Materials Woman President Lakshmi Cement National Council for Cement and Manufacturers' Director of Association experience particular. was the business NCBM) very and ৳ and also been the past $\mathbf{d}$ e ಕ and and and $\mathbf{H}$ He is an avid Entrepreneurs and has a keen Organization associations. some others. biographies Energy Ltd. Managing president Bhilwara .9 industry reader of active in Director Chapter) imited among He has NVMS politics. history interest general affairs Delhi social ይተ ಕ $(CEI)$ , (1976 batch) from Hindu (Corp. Finance) from the has Ravi Business Administration D'etudes mostly listed entities. He Independent $\frac{1}{2}$ $\frac{1}{2}$ hunihunwala holds a B.Com (Hons.) Degree College and Masters in Geneva (1980-81). He is Director on Board of two listed been associated with the 1979 when he was inducted in Power and IT enabled outside the group. Shri Companies, the took over as Chairman of the Company in 1996. He has taken Company to greater heights since his the Managing Director of the Company in 1989 and with interests in Textiles. hunjhunwala became Ravi Jhunjhunwala Graphite Electrodes, Company since Shri ಕ with Board Industrielles is also Board of Director on association Company. Company. services. various entities Centre theS

Presently he is onNationalthe	ãCommittee	Textiles of the	Confederation of	IndustryIndian	pastand(CII)	Chairman of	the Confederation	of Indian Textile	Industry (formerly	ICMF).																									CALIM,
fromNPL in the yearScientist	and1999	thereafter	$\overline{a}$åworked	EMIRATUS	SCIENTIST of	CSIR till 2004.	έIn between,	åBahl worked	NU	TechnicalChief	EAdviser	Carbon	Fibre Project) in	Brazil in addition		UNIDObeing	$\mathbf{S}$Consultant	Poland, Romania.	EDr. Bahl is	established	Carbon Expert	in the country,	than 150having publishedmore	original Research	E.papers	International	journals of	repute in addition	to 12 Patents,	anddeveloped	$\boldsymbol{s}$transferred	Industry	10 Carbon related
															$\mathbf{a}$
																$\sim$ $\sim$

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																														BLIM
Rightly, Dr. BahlTechnologies etc.	has been named	"CARBONas	MAN OF INDIA	leading$x$ by a	national	publication.	Dr, Bahl has won	numerous	National	åSas well	International	Awards. Dr.	$\sigma$Bahl,	passionate,	innovative and	forward thinking	in thescientist	of Sciencearea	Technologyand	Carbonಕ	$\mathbf{a}$.9Materials,	£ಕFellow	National	ðAcademy	andSciences	President of	the Indian Carbon	Society.
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$\ddot{\phantom{1}}$

		Shri Riju	ءگ	relationship No relationship No relationship No relationship No relationship
	Relationship with Stri RaviOther Directors, JhunjhumwalaManager and Key is	Jhunjhunwala	otherwith	otherwith	other$\sim$ with Director,	otherwith	otherwith
Manager and Key			Director,	Director,		Director,	Director,
	relative of Shri	relative of Shri
	Riju	Ravi
	Jhunjhunwala.	Jhunjhunwala.		Manager and Manager and Manager and Manager and Manager and Manager and Key Managerial Key Managerial Key Managerial Rey Managerial Rey Managerial Personnel.
Whether debarred No		ż	ž	$\mathbf{\hat{z}}$	ž	$\tilde{z}$	$\overline{\mathsf{z}}$
from holding the office of Director pursuant to any
SEBI order or any
other such authority

Notes-

*Smt. Vinita Singhania was an Independent Director till 30th September, 2018 since her joining. She was appointed as a Additional Non-Executive Director, liable toretire by rotation on the Board of the Company w.e.f. 31 years subject to the approval of shareholders.