Hindustan Composites Ltd — AGM Information 2022

Sep 30, 2022

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30[th] September, 2022

To, The Manager – CRD The Manager – Listing BSE Limited National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor, ‘G’ Block, Dalal Street, Bandra Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 509635 SYMBOL: HINDCOMPOS

Dear Sir,

Sub.: Proceedings of 58[th] Annual General Meeting (‘AGM’) held on Thursday, the 29[th]

day of September, 2022.

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 58[th] Annual General Meeting (’AGM’) of the Members of the Company held on Thursday, 29[th] September, 2022 at 11.45 a.m. conducted through Video Conferencing (‘VC’)/ Other AudioVisual Means (‘OAVM’) and concluded at 12.12 p.m.

You are requested to kindly take the same on record.

Thanking you,

Yours faithfully,

For HINDUSTAN COMPOSITES LIMITED

Digitally signed by VIKRAM VIKRAM JAYESH SONI JAYESH SONI Date: 2022.09.30 11:39:57 +05'30'

Vikram Soni Company Secretary & Compliance Officer Membership No: A36705

Encl.: As above

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PROCEEDINGS OF THE 58[TH ] ANNUAL GENERAL MEETING OF THE COMPANY HELD ON THURSDAY, 29[th] SEPTEMBER, 2022

The 58[th] Annual General Meeting (“AGM”) of the Members of the Company was held on Thursday, 29[th] September, 2022 at 11:45 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) without physical presence of the Members at a common venue, in compliance with the guidelines issued by the Ministry of Corporate Affairs ('MCA') vide General circular No. 02/2021 dated 5[th] May, 2022 read with General Circulars No. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020 and 20/2020 dated 5[th] May, 2020 (collectively referred to as “MCA Circulars”) .

The meeting commenced at 11.45 a.m. and concluded at 12.12 p.m.

The following were present:

Directors and KMP Present:

• 1) Mr. Raghu Mody, Chairman & Whole Time Director of the Company;

• 2) Mr. P. K. Choudhary, Managing Director;

• 3) Mr. Lalit Kumar Bararia, Independent Director and Chairman of Audit Committee and Nomination and Remuneration Committee;

• 4) Mr. A. B. Vaidya, Independent Director and Chairman of Stakeholders Relationship Committee;

• 5) Lt. (Retd.) Gen K. S. Brar, Independent Director and Chairman of CSR Committee;

• 6) Mr. Deepak Sethi, Independent Director;

• 7) Mrs. Preeti Agrawal, Independent Director;

• 8) Mr. Sunil Jindal, Chief Financial Officer; and

• 9) Mr. Vikram Soni, Company Secretary & Compliance Officer;

Other Representatives:

• 1) Mr. Vinay Somani representative of M/s. Bagaria & Co. LLP Chartered Accountants, Statutory Auditors of the Company;

• 2) Mr. Manish Baldeva, of M/s. M Baldeva Associates, Practicing Company Secretaries, Secretarial Auditors of the Company and Scrutinizer for the meeting.

Quorum of the Meeting:

Total 56 members, attended AGM through Video Conferencing (“VC”)/ Other Audit Visual Means (“OAVM”).

Brief Proceedings:

Mr. Raghu Mody, Chairman and Whole Time Director of the Company, requested Mr. P. K. Choudhary, Managing Director of the Company to conduct the proceedings of the 58[th] AGM on his behalf and answer the shareholders’ queries as he was facing some technical issues to

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login into the VC and OVAM platform to attend this AGM; however, Mr. Raghu Mody had attended the meeting post resolving of the technical issue.

Accordingly, Mr. P. K. Choudhary, Managing Director conducted the proceedings of the 58[th] AGM.

As the requisite quorum was present, the meeting was called to order by Mr. P. K. Choudhary, Managing Director of the Company.

He welcomed the Board Members, Key Managerial Personnel, Auditors and Members participating in the meeting.

He informed the members present that:

• The Notice convening the 58[th] AGM and the Annual Report containing the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31[st] March, 2022 along with Board of Directors' Report and Auditors' Report thereon and relevant annexures have been circulated to the members of the Company through email within the statutory time period;

• This meeting is being held through video conference in accordance with the circulars issued by the MCA and the participation of members through video conferencing system is reckoned for the purpose of ascertaining the quorum as per the circulars issued by the MCA and Section 103 of the Companies Act, 2013.

• The Register of Directors and Key Managerial Personnel and their Shareholding and Register of Contracts or Arrangements as maintained under Sections 170 and 189 of the Companies Act, 2013 respectively and other documents are made available for inspection to the members who had requested.

• Since the Statutory Auditors' Report did not contain any qualifications, reservations or adverse remarks or disclaimer, it is not required to be read in the meeting.

• The attention of the meeting is drawn to the observations and comments made by the Secretarial Auditors in their Report and to the explanation provided in the Board of Directors' Report on the same.

Mr. P. K. Choudhary, Managing Director, briefed the members present at the meeting about the progress & achievements of the Company during the financial year 2021-22. With the permission of the shareholders present, the notice of the AGM was taken as read.

Mr. P. K. Choudhary, Managing Director informed the meeting that:

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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 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 on General Meetings (SS-2) issued by the ICSI, the Company had provided remote e-voting facility to its members to vote on the matters to be transacted at the 58[th] AGM. Further, the members present in the AGM and did not cast their vote earlier through remote e-voting facility, will have an opportunity to cast their votes through the e-voting system provided by the CDSL as made available during the meeting and will remain open till 15 minutes after the conclusion of the 58[th] AGM.

CS Manish Baldeva, Proprietor, M/s. M Baldeva Associates, Company Secretaries, Thane was appointed as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The following items of business, as per the Notice of 58[th] AGM dated 26[th] May, 2022 were transacted at the meeting:

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Item Agenda Items Type of
No. Resolution
ORDINARY BUSINESS
1. For adoption of - Ordinary
(a) The Standalone Audited Financial Statements of the
Company for the financial year ended 31 [st] March, 2022
together with the reports of the Board of Directors’ and
Auditors’ thereon; and
(b) The Consolidated Audited Financial Statements of the
Company for the financial year ended 31 [st ] March, 2022
together with the report of Auditors’ thereon.
2. For declaration of dividend on the Equity Shares of Rs. 5/- each Ordinary
for the financial year ended 31 [st] March, 2022.
3. For appointment of a director in place of Mr. P. K. Choudhary Ordinary
(DIN: 00535670), who retired by rotation and being eligible,
offered himself for re-appointment.
4. For appointment of M/s. Lodha & Co., Chartered Accountants, Ordinary
Mumbai (having Firm Registration Number: 301051E), as
Statutory Auditors of the Company.
SPECIAL BUSINESS
5. For payment of commission to Independent Directors of the Ordinary
Company for the financial year 2021-22.
6.
For revision in remuneration payable to Mr. P. K. Choudhary, Ordinary
Managing Director of the Company, w.e.f. 1 [st] April, 2022 for the
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remaining period of his tenure. 7. For ratification of the remuneration payable to Cost Auditors for Ordinary the financial year ending 31[st] March, 2023.

The name of the shareholders who requested to register their names as speaker were called, however none of the registered speaker shareholders were present at the time on calling their names. Mr. P. K. Choudhary, Managing Director then replied to the queries received from shareholders through e-mail to their satisfaction.

Mr. P. K. Choudhary, Managing Director thanked the Members and other dignitaries present in the meeting and informed the members present that the consolidated results of the remote e-voting and e-voting during the 58[th] AGM will be declared within 2 working days from the conclusion of this 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 also 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 the National Stock Exchanges of India Limited, where the shares of the Company are listed.

The meeting concluded with a vote of thanks to the Chair.

For HINDUSTAN COMPOSITES LIMITED

VIKRAM Digitally signed by VIKRAM JAYESH JAYESH SONI Date: 2022.09.30 SONI 11:40:14 +05'30' Vikram Soni Company Secretary & Compliance Officer Membership No: A36705