HEG Ltd. — AGM Information 2020

Sep 11, 2020

HEG/SECTT/ AGM/2020/ 11u, September, 2020

1	BSE Limited	2	National Stock Exchange of India Limited
	PJ Towers		Exchange Plaza, 5th Floor
	Dalal Street		Plot No.C/1, G Block, Bandra -Kurla Complex
	MUMBAI-400 001.		Bandra (E),
	Scrip Code : 509631		MUMBAI-400 051.
			Scrip Code : HEG

Dear Sirs,

Sub: Proceedings of 48thAnnual 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 III of SEBI (LODR) Regulations, 2015, please find enclosed the summary of the proceedings of the 43u, Annual General Meeting of HEG Limited held today i.e. 11u, September, 2020 through Video Conferencing/Other Audio Visual Means ("VC/ OAVM"), without physical presence of members at the AGM venue as an Annexure-1.

The results of voting will be announced/ displayed through the website of the Company (www.hegltd.com) and the website of NSDL (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 India Ltd. It shall also be displayed on the notice board at the Registered Office and Corporate Office of the Company.

Disclosure in terms of Regulation 30 of SEBI(LODR) Regulation, 2015 w.r.t. Directors who seeked appointment/ re-appointment in the above meeting is attached as an Annexure-2.

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

Thanking You,

Yours faithfully, For HEG MITED

HEG LIMITED

Corporate Office : Bhilwara Towers, A-12, Sector-1 Noida - 201 301 (NCR-Delhi), India Tel. : +91-120-4390300 (EPABX) Fax: +91-120-4277841 Website: www.lnjbhilwara.com Website: www.hegltd.com

Regd. Office : Mandideep (Near Bhopal) Dist!. Raisen - 462046 (Madhya Pradesh), India Tel.: +91-7480-405500, 233524 to 233527 Fax: +91-7480-233522

Annexure-1

PROCEEDINGS OF THE 48th ANNUAL GENERAL MEETING OF THE MEMBERS OF HEG LIMITED HELD ON FRIDAY, 11th SEPTEMBER, 2020.

The 48th Annual General Meeting (AGM) of the Company was held today i.e. Friday, the 11th September, 2020 at 2:30 p.m. through Video Conferencing/Other Audio Visual Means ("VC/OAVM"), without physical presence of members at the AGM venue in compliance with the Ministry of Corporate Affairs Circular dated 5th May 2020 read with Circular dated 8th April 2020 & 13th April 2020 and Securities and Exchange Board of India Circular dated 12th May 2020. The venue of the AGM shall be deemed to be the Registered Office of the Company at Mandideep (Near Bhopal), Distt. Raisen - 462 046, Madhya Pradesh.

The following Directors, KMP's, Group CFO and Auditors were present in the meeting through video conferencing (VC) from their respective locations:

• a. Dr. Kamal Gupta (holding DIN 00038490), Independent Director of the Company and Chairman of Nomination and Remuneration Committee and Member of Audit Committee & Stakeholders Relationship Committee of the Company.

• b. Shri Satish Chand Mehta (holding DIN 02460558), Independent Director of the Company and Chairman of Audit Committee and member of CSR Committee of the Company.

• c. Shri Shekhar Agarwal (holding DIN 00066113), Director & Member of Audit Committee of the Company.

• d. Dr. O.P. Bahl (holding DIN 02643557), Independent Director of the Company and member of Audit Committee, Nomination & Remuneration Committee & Stakeholders Relationship Committee & also authorized by Chairman of this committee to attend this AGM.

• e. Shri Jayant Davar (holding DIN 00100801), Independent Director of the Company.

• f. Smt. Vinita Singhania (holding DIN 00042983), Director and Member of CSR Committee.

• g. Smt. Ramni Nirula (holding DIN 00015330), Independent Director and Member of Nomination & Remuneration Committee.

• h. Shri Manish Gulati (holding DIN 08697512), Executive Director of the Company.

• 1. Shri O.P Ajmera, Group Chief Financial Officer of the Company.

• j. Shri Gulshan Kumar Sakhuja, Chief Financial Officer of the Company
• k. Shri Vivek Chaudhary, Company Secretary of the Company.
• I. Shri Sanjiv Mohan representing SCV & Co LLP, Statutory Auditors of the Company; and
• m. Shri Saket Sharma a Practicing Company Secretary (FCS 4229) (C.P. No 2565), Partner of GSK & Associates, representing Secretarial Auditors of the Company as well appointed as the Scrutinizer to scrutinize the remote e-voting process and e-voting at Annual General Meeting in a fair and transparent manner.

The Company Secretary informed that in compliance of Section 108 of the Companies Act, 2013 (" Act"), read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, Secretarial Standard-2 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Remote e-voting facility was provided to the Members to cast their votes electronically on all the resolutions set out in the Notice commenced at 9.00 a.m. on Monday, 7th September, 2020 and ended at 5:00 p.m. on Thursday, 10th September, 2020. Company had also provided e-voting facility during the AGM to enable Members to cast their vote who have not done through remote e-voting.

The Company Secretary also informed that all the documents referred to in the accompanying Notice and Explanatory Statements were available for inspection on the website of the Company till the date of this Annual General Meeting.

Further during the AGM, the Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Act were open for inspection during the continuance of the meeting.

The Company Secretary also informed the members that pursuant to provisions of Articles of Association of the Company, if Chairman of Board is not present in the AGM, the Board members present themselves shall choose one of their Director to be Chairman of the meeting.

Thereafter, Dr. O.P. Bahl, Independent Director of the Company had chaired the proceedings of the Meeting.

The requisite quorum being present, the Chairman called the meeting to order. The quorum was present throughout the meeting.

Corporate Office : Bhilwara Towers, A-12, Sector-1 Noida - 201 301 (NCR-Delhi), India Tel.: +91-120-4390300 (EPABX) Fax: +91-120-4277841 Website: www.lnjbhilwara.com Website: www.hegltd.com

Dr. O.P. Bahl, Chairman of the meeting informed that Shri Ravi Jhunjhunwala, Chairman, Managing Di.rector & CEO of the Company had not present in the meeting due to health reasons. He had sent his good wishes/ greetings to all the Directors/KMP's and members present in the meeting.

He also informed that Shri Riju Jhunjhunwala, Vice Chairman had not present at the meeting due to his preoccupation and sent best wishes for the shareholders of the Company.

The Chairman also informed the members that the Notice of AGM dated 10th August, 2020, Report of Board of Di.rectors and the Financial Statements for the financial year 2019-20 were taken as read as the same had already been circulated to the Members. There were no qualifications, reservation and adverse remarks in the Auditor's Report and the report of Secretarial Auditor of the Company and accordingly they were not required to be read.

Thereafter Chairman informed that Members would raise query tlu·ough the Chat Box facility provided by NSDL at the AGM. Further the members had registered themselves as speakers, were invited to express their views/ queries in the AGM.

All the queries of the members were replied suitably by the Executive Director, Chief Financial Officer and Company Secretary of the Company at the AGM.

The Chairman briefed the Shareholders about each item set out in the Notice calling the 48th Annual General Meeting.

The Company Secretary also informed that queries received through chat box facility provided by NSDL during the AGM will be replied suitably by the management of the Company.

SI. No	Details of Resolution	Resolution
		Type
ORDINARY BUSINESS
1	Adoption of the Audited Financial Statements of the Company	Ordinary
	for the Financial Year ended 31st March, 2020, the Reports of the
	andAuditorsandAuditedBoardofDirectorsthereon
	Consolidated Financial Statements of the Company for the
	Financial Year ended 31st March, 2020 and the Report of
	Auditors thereon.
2	Confirmation of the payment of the Interim Dividend of Rs. 25	Ordinary
	per Equity Share of face value of Rs. 10 each, for the financial
	year 2019-20.

The items transacted and voted by members were as under:

3	(holdingDINRe-appointmentofSmt.VinitaSinghania00042983), who retires by rotation and being eligible, offersherself for re-appointment.	Ordinary
SPECIAL BUSINESS
4	Appointment of Shri Jayant Davar (holding DIN 00100801) asan Independent Director of the Company for a first term of fiveconsecutive years from 14th August, 2019 upto 13°1 August,2024.	Ordinary
5	Ratification and confirmation the waiver of recovery of excessremuneration paid to Shri Ravi Jhunjhunwala (holding DIN00060972), Chairman, Managing Director and CEO of theCompany for the financial year 2019-20.	Special
6	Approval of the remuneration of Shri Ravi Jhunjhunwala(holding DIN 00060972), Chairman, Managing Director andCEO of the Company for the period of 2 years commencingfrom 1st April, 2020 to 31st March, 2022.	Special
7	Appointment of Shri Mani.sh Gulati (holding DIN: 08697512) asa Director of the Company, liable to retire by rotation.	Ordinary
8	Appointment of Shri Mani.sh Gulati (holding DIN: 08697512), asa Whole Time Director, designated as Executive Director of theCompany for the period of 5 years with effect from 1st March,2020 upto 28th February, 2025 and fixation of his remunerationfor a period of 3 years with effect from 1st March, 2020 upto 28°1February, 2023.	Special
9	Ratification of the remuneration payable to M/s. N.D. Birla &Co., Cost Auditors (FRN:000028) of the Company for theFinancial Year 2020-21.	Ordinary

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

The Chairman thanked all the members for their participation in the meeting. The meeting concluded at 3:08 p.m. The E-voting facility was kept open for next 15 minutes to enable the Shareholders to cast their vote.

Corporate Office : Bhilwara Towers, A-12, Sector-1 Noida - 201 301 (NCR-Delhi), India Tel.: +91-120-4390300 (EPABX) Fax: +91-120-4277841

(Madhya Pradesh), India Tel.: +91 -7480-405500, 233524 to 233527 Fax: +91-7480-233522 Website: www.lnjbhilwara.com Website: www.hegltd.com

Corporate Identification No.: L23109MP1972PLC008290

HEG LIMITED

Regd. Office :

Name of Director	Vinita Singhania	Jayant Davar	Annexure-11Manish Gulati
Category of	Non-Executive	Independent	Executive
Directorship
DIN		00100801	08697512
Reason for Change	Appointment of Retiring Director in	Appointment	Appointment
	terms of section 152(6).
Date of Appointmenton t he Board	st October, 201831	14t August, 2019	t March, 20201'
Term of Appointment	Non-Executive Director, liable to retireby rotation	First term of five consecutiveyears with effect from 14thth August,August, 2019 upto 13	For a period of five yearsw.e.f. 1st March, 2020.
Brief Profile	Smt. Vinitia Singhania is an Industrialistwith diversified business experi ence. Sheis the Vice Chairman and ManagingDirector of JK Lakshmi Cement Ltd andhas a very long experience of manag ingcement business in particular. She wasthe First Woman President of CementManufacturers 'Association (CMA) aswell as National Council for Cement andBuilding Materials (NCBM).	2024JayantShriDavaris theFounder,Co-Chairman&Managing Director of SandharTechnologies Limited (STL).STL operates out of 4 countriesand 36 manufacturing plants.From its inception in 1985, STLhas grown to be a one of theleading component suppliersto most of the AutomotiveOEM's and Ti er 1 suppliers.Shri Davar is a MechanicalEngineer and also an alumni ofHarvard Business School. Hehas been conferred with thedistinguished alumnus awardbyhisHighSchool(SpringdalesSchool,NewDelhi) andhis EngineeringCollege (Thapar Institute ofEngineering and Technology,Patiala). He was the Chairmanof the Confederation of IndianIndustries, Northern Region,and has bee n th e president ofth eAutoComponentManufacturers Association inth e past. He has three deca desin the autoofexperiencecomponents sector.	Shri Manish Gulati, age 51years is a BSc (Statistics)University,AgraBEElectronics, Pune Universityand MBA (Marketing andFinance),FMSDelhiUniversityhavingprofessional experience ofmore than 28 years. He hasbeen associated with ourCompany (HEG Limited) formore than 27 years si nceMay,1993 and started hiscareerwithsalesandmarketing in India. As theCompany grew in capacity,hestarteddevelopingbusiness in export marketsandexpandedtheCompany's presence in moreandmorecountriesandbecame the Ch ief MarketingOfficer in 2010. Mea nwhile,he also started taking care ofofpurchasekeyrawmaterials,equipments,shipping and logistics etc. Byth en, already having spent27 years with the Companyand having developed anofindepthunderstandingcustomers,theProductappli cation,Quality,Customerservice,Production planningwas promoted t
			Chief Operating

Bhilwara Towers, A-12, Sector-1 Noida - 201 301 (NCR-Delhi), India Tel.: +91-120-4390300 (EPABX) Fax:+91 -120-4277841 Website: www.lnjbhilwara.com Website: www.hegltd.com

Mandideep (Near Bhopal) Distt. Raisen - 462046 (Madhya Pradesh), India Tel.: +91-7480-405500, 233524 to 233527 Fax: +91-7480-233522

			Chief Marketing Office r inFeb 2019 wit h the overallresponsibilityofPlantoperations, Sa les, Logistics,CustomerservicebesidesMarketingresponsibility.With his extensive industry
			experi ence, he has brought
			lot of va lue and perspectivesallkeymanagementin
			decisions.
			Over some past years, he
			has been spending more and
			more time at th e plant and
			hasaccumulated
			tremendous knowledge of
			all the technica l processes,
			purchases, HR activities etcbesides his core strength of
			marketingandpurchases
			etc.
Relationship with	No relationship with other	No relationship with other	No relationship with other
Other	Director, Manager and Key	Director, Manager and Key	Director, Manager and Key
Directors, Manager	Managerial Personnel.	Managerial Personnel.	Managerial Personnel.
and Key Managerial
Personnel

HEG LIMITED

Corporate Office :

Bhilwara Towers, A-12, Sector-1 Naida - 201 301 (NCR-Delhi), India Tel.: +91-120-4390300 (EPABX) Fax: +91-120-4277841 Website: www.lnjbhilwara.com Website: www.hegltd.com

Regd. Office : Mandideep (Near Bhopal) Distt. Raisen - 462046 (Madhya Pradesh), India Tel.: +91 -7480-405500, 233524 to 233527 Fax: +91 -7480-233522