Hindustan Composites Ltd — AGM Information 2019

Aug 30, 2019

HINDUSTAN OMPOSITES C LIMITED

HINDUSTAN COMPOSITES LTD.

Peninsula Business Park, Tower "A", 8th Floor, Senapati Bapat Marg, Lower Pare!, Mumbai - 400 013. Tel. (91 )(22) 6688 0100 • Fax : (91) (22) 6688 0105 E-mail : hcl@hindcompo.com Website : www.hindcompo.com CIN No. L29120MH1964PLC012955 30th August, 2019

To,

The Manager - CRD BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400 001 Scrip Code: 509635

The Manager - Listing National Stock Exchange of India Ltd Exchange Plaza, 5[th ] Floor, 'G' Block Bandra Kurla Complex Bandra (East), Mumbai - 400 051 SYMBOL: HINDCOMPOS

Dear Sir,

Sub.: Proceedings of 55[th ] Annual General Meeting (AGM) held on Thursday, the 29[th ] day of August, 2019.

Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the proceedings of the 55[th ] Annual General Meeting (AGM) of the Members of the Company held on Thursday,[2] 9[th ] August, 2019 at 11.30 a.m. at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400018 and concluded at 1.45 p.m.

You are requested to kindly take the same on record.

Thanking you

Yours faithfully

For HINDU ST AN COMPOSITES LIMITED • )-' Vikram Soni -tfki Company Secretary & Compliance Officer Membership No: A36705

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Encl.: As above

Regional Sales Offices

East: 29, Ganesh Chandra Avenue, Sando House, Room No. 207, 2 nd Floor, Kolkata - 70 13 . • Tel.: 91-33-2236078 • Fax: 91-33-22360788 West: 13,11, Paragon Condominium, 1 st Floor, P. B. Marg, Wor1i, Mumbai- 400 013. • Tel.: 91-22-2495 1355 •Fax: 91-22-2495 1365 North: 401, Rohit House, 3- Tolstoy Marg, New Delhi- 110 001 • Tel.: 91-11-2331 3845 •Fax: 91-11-23313846 South: New No. 931 , Old No, 478, Ramaniyam Citadel Apartment, i!nd Floor, Poonamallee High Road, Arumbakkam, Chennai -600 106. •Tel: 91-44-2363 3722

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PROCEEDINGS OF THE 55TH ANNUAL GENERAL MEETING OF THE COMPANY HELD ON THURSDAY, 29[th ] AUGUST, 2019

The 55TH Annual General Meeting (AGM) of the Company was held at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018 on Thursday, 29[th ] August, 2019.

The meeting commenced at 11.30 A.M.

Mr. Raghu Mody, Chairman & Executive Director of the Company, chaired the meeting.

Total 49 members, personally or through proxy/ authorized representative, were present at the AGM.

As the requisite quorum was present, the Chairman called the meeting to order. He then introduced the Board Members and Key Managerial Personnel present on the dais.

He informed the members present that:

• The Company has received 1 proxy u/s 105 of the Companies Act, 2013;

• The Notice convening the 55[th ] AGM and the Annual Report for the Financial Year ended on 31[st ] March, 2019 were duly dispatched to the shareholders by e-mail and courier; and

• The relevant documentf and registers as required under applicable provisions of the Companies Act, 2013. and the Rules made thereunder are available and open for inspection for members during the AGM.

The Chairman briefed the members present at the meeting about the progress & achievements of the Company during the last financial year. With the permission of the shareholders present he took the notice of the AGM as read.

He confirmed that the Statutory Auditors' Report does not contain any qualifications, reservations or adverse remarks or disclaimer. The observations given in the Secretarial . Audit Report and directors' re,sponse as given in their Report were read out at the mt•eting.

He further informed that:

As per the provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company provided remote e-voting facility to its members to vote on the matters to be transacted at the 55[th ] Annual General Meeting. Further, to facilitate the voting at AGM to the members present thereat and did not cast their vote earlier through remote e-voting, the Company provided polling papers to enable them to vote in respect ofvo��Os1?-�=� ;:'5 cf>l �/�� ( JC I I� -?\ O tt, '-,---<-?)Y

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items of business as set out in the Notice of 55[th ] Annual General Meeting. CS Manish Baldeva, Proprietor M/ s. M Bald.eva Associates, Company Secretaries, Thane was appointed as Scrutinizer for the remote E-voting process and conducting poll by way of Polling Papers. The following items of business, as per the Notice of 55[th ] ACM dated 6[th ] May, 2019, were then put to vote through Polling Paper (to be voted by only those members who have not casted their vote earlier through e-voting):

		Item	Agenda Items	Type	of
		No.		Resolution
		ORDINARY BUSINESS
		1	Ordinary Resolutions for adoption of -	Ordinary
			(a) Standalone Audited Financial Statements of the Company
			for the financial year ended 31stMarch, 2019 together with
			Reports of the Directors' and of the Auditors' thereon; and
			(b) Consolidated Audited Financial Statements of the
			Company for the financial year ended 31stMarch, 2019
			together with Report of the Auditors' thereon.
		2	Ordinary Resolution for declaration of dividend on the Equity	Ordinary
			Shares of Rs. 5/- each for the financial year ended 31stMarch,
			2019.
		3	Ordinary Resolution for appointment of a director in place of	Ordinarv
			Mr. Raghu Mody (DIN: 00053329), who retires by rotation and
			being eligible, offered himself for re-appointment.
		SPECIAL BUSINESS
			Special Resolution for re-appointment of Mr. Deepak Sethi	Special
		4	(DIN: 07165462) as an Independent Director of the Company.
I
		5	Special Resolution for revision in remuneration payable to Mr.	Special
			Raghu Mody, (DIN: 00053329), Executive Chairman and Whole
			Time Director of the Company,w.e.f. 1stApril,2019.
		6	Ordinary Resolution for revision in remuneration payable to	Ordinary
			Mr. P. K. Choudhary, (DIN: 00535670), Managing Director of the
			Company,w.e.f. 1stApril,2019.
		7	Ordinary Resolution for re-appointment of Mr. P. K. Choudhary	Ordinary
			(DIN: 00535670) as Managing Director of the Company for a
			furtherperiod of 5years w.e.f. 1stJuly,2019.
		8	Ordinary Resolution for revision in remuneration payable to	Ordinary
			Mr. Varunn Mody, President - Treasury and Strategy of the
			Company,w.e.f. 1stJuly,2019
	I I I	9	OrdinaryResolutionforpaymentofcommissiontoall Independent Directors of the Company forthe financial year ended 31st March,2019.	Ordinary
						~~--~~
	.larifications were provided to the queries raised by the members.			I	s\iES 90 ,--,<% �,�,� 8( )�_I _ . �,'" . • : S�\'
						-

C . larifications were provided to the queries raised by the members.

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CS Manish Baldeva, Scrutinizer locked and sealed the empty Poll box in presence of the members. After polling the Poll box with poll papers were handed over to the Scrutinizer.

The Chairman further informed the members present that the consolidated results of the voting will be declared within 48 hours from the conclusion of the AGM and will be displayed at the Registered Office of the Company situated at Peninsula Business Park, 'A' Tower, 8[th ] Floor, Senapati Bapat Marg, Lower Parel, Mumbai - 400013. The same will be available on the Company's website www.hindcompo.com and on the website of CDSL viz; www.evotingindia.com and will be communicated to the BSE Limited and National Stock Exchanges of India Limited where the shares of the Company are listed.

After conclusion of the voting process the meeting ended with a vote of thanks to the Chair

For HINDU ST AN COMPOSITES LIMITED

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Vikram Soni Company Secretary & Compliance Officer Membership No: A36705