Hindustan Composites Ltd — AGM Information 2024

Sep 27, 2024

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27[th] September, 2024

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, Fort, Bandra Kurla Complex, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 509635 SYMBOL: HINDCOMPOS

Dear Sir/Madam,

Sub.: Proceedings of 60[th] Annual General Meeting (‘AGM’) held on Friday, 27[th] September, 2024.

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 60[th] Annual General Meeting (’AGM’) of the members of the Company held on Friday, 27[th] September, 2024 at 11:45 a.m., conducted through Video Conferencing (‘VC’)/ Other AudioVisual Means (‘OAVM’) which commenced at 11.47 a.m. and concluded at 12:24 p.m.

You are requested to kindly take the same on record.

Thanking you,

Yours faithfully,

For HINDUSTAN COMPOSITES LIMITED

Digitally signed ARVIND by ARVIND PUROHIT PUROHIT Date: 2024.09.27 17:33:42 +05'30'

Arvind Purohit Company Secretary & Compliance Officer Membership No: A33624

Encl.: As above

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PROCEEDINGS OF THE 60[TH ] ANNUAL GENERAL MEETING OF THE COMPANY HELD ON FRIDAY, 27[th] SEPTEMBER, 2024

Date, time and Venue of the meeting:

The 60[th] Annual General Meeting (“AGM”) of the members of the Company was held on Friday, 27[th] September, 2024 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 General Circular No. 09/2023 dated 25[th] September, 2023 read with earlier circulars issued by the Ministry of Corporate Affairs (“MCA”) in this regard from time to time and Circular No. SEBI/HO/CFD/CFD-oD-2/P/CIR/2023/167 dated 7[th] October, 2023 issued by the Securities and Exchange Board of India (“SEBI”) read with earlier circulars issued by SEBI in this regard from time to time (collectively referred to as “Circulars”).

The meeting commenced at 11:47 a.m. and concluded at 12:24 p.m.

The following persons were present at the meeting:

Directors and KMP:

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

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

• 3) Mr. Vinay Sarin, Non-Executive Director and Chairman of Stakeholders’ Relationship Committee and CSR Committee;

• 4) Mr. Deepak Sethi, Independent Director;

• 5) Mrs. Preeti Agrawal, Independent Director;

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

• 7) Mr. Arvind Purohit, Company Secretary & Compliance Officer;

Other Representatives:

• 1) Mr. Ravindra Bafna, representative of M/s. Lodha & Co. LLP, Chartered Accountants, Statutory Auditors of the Company;

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

• 3) Mr. Prakash Chand Saini, representative of M/s. S M M P & Company, Chartered Accountants, Internal auditors of the Company.

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Quorum of the Meeting:

Total 62 members attended AGM through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”).

Brief Proceedings:

Mr. Arvind Purohit, Company Secretary and Compliance Officer of the Company welcomed everyone attending 60[th] AGM of the members of Hindustan Composites Limited through VC / OAVM. He informed the attendees that the meeting is convened and held through VC / OAVM in compliance with the various circulars issued by the MCA and SEBI and that the Board of Directors has elected Mr. P. K. Choudhary, Managing Director as Chairman for this 60[th] Annual General Meeting.

He further stated that the registered office of the Company shall be deemed venue for this 60[th] AGM and proceedings of the 60[th] AGM shall be deemed to be made here at.

Then he handed over the proceedings to the Chairman of the meeting.

Mr. P. K. Choudhary, Managing Director of the Company, chaired the meeting.

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 and introduced the Directors, KMPs and Auditors attending the meeting.

He then informed the members present that:

• The Notice convening the 60[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, 2024 along with Board of Directors' Report and Auditors' Reports thereon and relevant annexures have been circulated to the members of the Company through email within the statutory time period;

• The 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.

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• The Register of Directors and Key Managerial Personnel and their Shareholding and Register of Contracts or Arrangements a s 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 2023-24. With the permission of the members present, the notice of the AGM was taken as read.

Mr. P. K. Choudhary, Managing Director informed the meeting about the mode of voting:

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 revised 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 60[th] AGM. Further, the members present in the AGM and who did not cast their vote 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 which will remain open till 15 minutes after the conclusion of the 60[th] AGM.

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

Brief details of items deliberated:

The following items of business, as per the Notice of 60[th] AGM dated 14[th] August, 2024 were transacted at the meeting:

ransacted	at the meeting:
Item No.	Agenda Items	Type of Resolution
ORDINARY BUSINESS:
1.	For adoption of - (a) The Standalone Audited Financial Statements of the Companyfor the financialyear ended 31stMarch, 2024	Ordinary

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	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 31stMarch, 2024 together with the report of Auditors thereon.
2.	For declaration of dividend @ 40% i.e. Rs. 2/- per share on the equity shares of Rs. 5/- each for the financial year ended 31st March, 2024.	Ordinary
3.	For appointment of a director in place of Mr. P. K. Choudhary (DIN: 00535670), who retired by rotation and being eligible, offered himself for re-appointment.	Ordinary
SPECIAL BUSINESS:
4.	For re-appointment of Mr. Lalit Kumar Bararia (DIN: 00204670) as Non-Executive Independent Director of the Company for second term of 5 (five) consecutive years w.e.f. 13thFebruary, 2025 to 12thFebruary, 2030.	Special
5.	For re-appointment of Mrs. Preeti Vimal Agrawal (DIN: 08693668) as Non-Executive Independent Director of the Company for second term of 5 (five) consecutive years w.e.f. 13th February, 2025 to 12thFebruary, 2030.	Special
6.	For appointment of Mr. Snehal Muzoomdar (DIN: 00729992) as Non-Executive Independent Director of the Company for term of 5 (five) consecutive years w.e.f. 1stOctober, 2024 to 30th September, 2029.	Special
7.	For payment of commission to Mr. Deepak Sethi, Mr. Lalit Kumar Bararia and Mrs. Preeti Agrawal, Independent Directors of the Company for the financial year ended 31stMarch, 2024.	Ordinary
8.	For approval of revision in remuneration payable to Mr. P. K. Choudhary (DIN: 00535670), Managing Director of the Company w.e.f. 1stApril, 2024 for the remaining period of his tenure.	Ordinary
9.	For re-appointment of Mr. P. K. Choudhary (DIN: 00535670) as Managing Director of the Company for a further period of 3 (three) years w.e.f. 1stJuly, 2024 till 30thJune, 2027.	Special

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1. For ratification of the remuneration payable to the Cost Ordinary Auditors of the Company for the financial year ended 31[st] March, 2024 and the financial year ending 31[st] March, 2025.

The names of the members who had requested to register their names as speaker were called upon. The members appreciated for growth of the Company and raised few queries. Mr. P. K. Choudhary, Managing Director then replied to the queries raised by the speaker members during the meeting and received 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 60[th] AGM will be declared within 2 working days from the conclusion of the meeting 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 viz. 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

ARVIND Digitally signed by ARVIND PUROHI PUROHIT Date: 2024.09.27 T 17:35:01 +05'30'

Arvind Purohit

Company Secretary & Compliance Officer Membership No: A33624