Indag Rubber Ltd. — AGM Information 2023

Aug 3, 2023

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MANALI

D BIJLANI

Digitally signed by MANALI D BIJLANI DN: c=IN, st=Delhi, 2.5.4.20=f661c7d662f28e9ab4037a5f1132d9a5b8e0cdf860d7f985500e4cf0a6712964, postalCode=110092, street=C-37 ANAND VIHAR, SHAKARPUR BARAMAD, EAST DELHI,DELHI,Delhi-110092, pseudonym=7b12574e467e2891faaca0c6230ac196, serialNumber=647cf315c520526a2b1842dc05e973f9fa96588b318254766e4c8cfecd83ee1c, o=Personal, cn=MANALI D BIJLANI Date: 2023.08.03 20:59:36 +05'30'

Proceedings of 44[th] Annual General Meeting of Indag Rubber Limited held on Thursday, August 3, 2023 at 03:00 P.M. IST through Video Conferencing (“VC”) / Other Audio‐Visual Means (“OAVM”) at Registered Office of the Company situated at 11 Community Centre, Saket, New Delhi‐110017.

In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, 44[th] Annual General Meeting (AGM) of the Members of the Company was held on Thursday, August 3, 2023 at 03:00 p.m. IST through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") at Registered Office of the Company situated at Khemka House, 11 Community Centre, Saket, New Delhi - 110017.

The Chairman, other Directors and Key Managerial Personnel (KMPs) of the Company joined the meeting at the scheduled time and the meeting commenced at 03:00 p.m. IST.

Ms. Manali D. Bijlani, Company Secretary welcomed the Members and highlighted that the facility to cast the votes electronically was available for the Members who were present and had not cast the votes. It was also highlighted that the statutory registers were available for inspection during the 44[th] Annual General Meeting (AGM) of the Company, as uploaded on website of the Company. Directors / K M P s of the Company confirmed their location and the proceedings were handed over to the Chairman of the Meeting.

Mr. Nand Lal Khemka, Chairman of the Company, chaired the Meeting. Mr. P.R. Khanna (Chairman of Nomination and Remuneration Committee), Mr. Raj Kumar Agrawal (Chairman of Audit Committee & Stakeholders’ Relationship Committee) Mr. Uday Khemka (Chairman of Corporate Social Responsibility Committee), Mr. Sushil Kumar Dalmia, Mr. Shiv Khemka, (Directors) and Mr. Vijay Shrinivas (CEO & Whole Time Director) were present at the meeting.

Mr. Sandeep Madan (representative of Khanna & Annadhanam, Statutory Auditors), Mr. Manish Gupta (representative of RMG & Associates, Secretarial Auditors) and Mr. Kanishk Arora (Scrutinizer and Practicing Company Secretary) were also present. Chairman informed that Ms. Bindu Saxena, Director could not attend the meeting due to some prior commitments.

Total 115 members attended the meeting as per the records of attendance.

Chairman highlighted the performance of the company during the financial year 2022-23. He informed that Company’s revenue during Financial Year 2022-23 increased by 46% and Profit after Tax increased from Rs. 2 Crores and 86 lakhs in FY 2022 to Rs. 13 Crores in FY 2023. He then recommended the resolutions to the Members as set forth in the Notice. Chairman further informed that remote e-voting facility was made available to the members, which was open between Monday, July 31, 2023 (9:00 AM) to Wednesday, August 2, 2023 (5:00 PM) on the following resolutions proposed to be considered at the AGM:

Resolution No. 1: Adoption of Audited financial statements of the company for the financial year ended March 31, 2023- Ordinary Resolution.

Resolution No. 2: Declaration of the Final Dividend and confirmation of payment of Interim Dividend for the financial year 2022-2023- Ordinary Resolution.

Resolution No. 3: Re-appointment of Mr. Shiv Vikram Khemka (DIN-01214671) as Director of the Company who retires by rotation- Ordinary Resolution.

Resolution No. 4: Fixation of the remuneration of the Cost Auditor of the Company for the Financial Year 2023-24- Ordinary Resolution.

Resolution No. 5: Appointment of Mr. Sushil Kumar Dalmia (DIN 00061625) as Independent Director of the Company for a term of 5 Years, effective from May 24,

2023 till May 23, 2028. – Special Resolution.

Chairman further informed that the voting results would be announced on the website of the Company and Stock Exchange after receipt of consolidated report from the Scrutinizer [Mr. Kanishk Arora (FCS No. 9575, COP No. 13253)].

Chairman requested the Members, who had already registered themselves, to speak one by one. Members expressed their thoughts and raised questions, which were answered by the Management.

After thanking the Members for their participation, the Chairman announced formal closure of the 44[th] Annual General Meeting at 3:55 PM IST, after which the e-voting remained open for 15 minutes.

Post completion of the Annual General Meeting, after scrutiny of votes the Scrutinizer submitted his Report. As per the report submitted by the Scrutinizer considering the consolidated results of the remote e-voting held prior and e-voting during the AGM, all resolutions (Ordinary and Special) embodied in the Notice of Annual General Meeting were passed with requisite majority.