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India Nippon Electricals Ltd AGM Information 2022

Sep 21, 2022

59430_rns_2022-09-21_4bcc650f-5890-4172-980b-0d5310b1bbf8.pdf

AGM Information

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September 21, 2022 The Manager-Listing Department BSE Ltd National Stock Exchange of India Ltd Phiroze Jee Jee Towers Exchange Plaza, 5[th] Floor, Plot no C 1, Dalal Street, G Block, IFB Centre, Bandra Kurla Complex, Mumbai 400001 Bandra (East), Mumbai 400051 Scrip: 532240 Scrip: INDNIPPON. NEAPS: on-line filing BSE Listing Center: on-line filing

Dear Sir(s)/ Madam,

Sub: Proceedings of the 37[th] Annual General Meeting of the Company held on 21[st] September, 2022.

  • a) Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), we wish to inform you that at the 37[th] Annual General Meeting (AGM) of the Members of India Nippon Electricals Limited (the Company) held today i.e., September 21, 2022 at 10:00 AM through Video Conference (V.C.)/ Other Audio Visual Means (O.A.V.M.).

  • b) The Summary of proceedings of the AGM is enclosed.

  • c) The details of the consolidated voting results of both the remote e-voting and the facility extended for e-voting during the AGM on all the resolutions will be forwarded separately, in the format prescribed under Regulation 44 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This is for your information and record.

Thanking you

Yours sincerely

For India Nippon Electricals Ltd

Digitally signed by RAGHU RAGHU POORNIMA POORNIMA Date: 2022.09.21 17:48:45 +05'30' R Poornima Compliance Officer

Summary of the proceedings of the 37[th] Annual General Meeting

The 37[th] Annual General Meeting (AGM) of the Members of India Nippon Electricals Limited (the Company) was held on Wednesday the 21[st] September 2022 at 10:00 AM through Audio Visual Means as per the guidelines issued by the Ministry of Corporate Affairs (MCA) through various Circulars and applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations.

Shri T K Balaji, the Chairman of the company took the Chair and welcomed the shareholders and panellists to the AGM and sought the confirmation on presence of requisite quorum for commencing the proceedings. Ms R Poornima, Compliance Officer also confirmed the presence of requisite quorum to start the proceedings. Thereafter, the Compliance Officer enumerated the panellists which included the Directors, Statutory Auditor, Secretarial Auditor, Cost Auditor, Scrutinizer and representative of the Share Transfer Agent, M/s Cameo Corporate Services Limited. Since the meeting was held completely through online mode, appointment of proxies was not allowed. Chairmen/ Chairpersons of the Audit Committee, Nomination & Remuneration Committee and the Stakeholders Relationship Committee were all present to answer specific queries of the members relating to their respective subject matters. Chairman invited each of the Directors to introduce themselves for the benefit of members present.

The Compliance Officer informed the members that the Auditors’ report was free from any qualification and can be taken as read and hence the auditors’ report and the notice of the annual general meeting have been taken as read. Thereafter, Chairman invited Shri Arvind Balaji, Managing Director to deliver his speech to the members. After the speech, the Compliance Officer explained briefly about the e-voting procedures and informed the members that the Company, in terms of Section 108 of the Companies Act 2013 read with Rule 20 of the Companies (Management and Administration) Rules 2014, as amended, had provided the members the facility to cast their vote electronically from 0900 hrs of September 18, 2022 to 1700 hrs of September 20, 2022. Members who were present at the AGM and had not cast their votes were provided an opportunity to cast their votes electronically during the meeting up to 15 minutes after the conclusion of the meeting.

The Compliance Officer informed the members that eight members had registered as speaker shareholders, out of which 4 shareholders have joined the meeting and invited one by one to share their views or queries. Moderator from Central Depository Services (India) Limited (CDSL) unmuted each member when they were invited to speak. Some of the members had already shared their queries, which were also answered suitably by the management team.

The Compliance Officer informed the members that M/s BP & Associates (Entity ID:83104) Company Secretaries, Chennai, represented by its Partner, Shri C Prabhakar was appointed as the Scrutinizer to supervise the remote e-voting /e- voting at the AGM will be consolidated and announced within 2 working days to the Stock Exchanges and posted on the website of the company.

Thereafter, the Chairman thanked the members present and declared the meeting as closed. The meeting concluded at 11:12 hrs.

The following items of business, as per the Notice of 37[th] AGM were subject to voting through electronic means (Remote e-Voting between September 18, 2022 and September 20, 2022 and e-Voting on AGM day):

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----- Start of picture text ----- S Subject matter of Resolution Type ofno. ResolutionOrdinary Business:1. Adoption of the audited financial statements of the company for the financial year ended 31 [st ] OrdinaryMarch 2022 together with the reports of Board of Directors and Auditors thereon2. Declaration of Dividend for the year 2021-22 Ordinary3. Election of Mr T K Balaji as Director liable for retirement by rotation Ordinary4. Re-appointment of Statutory Auditors, M/s Deloitte Haskins & Sells LLP OrdinarySpecial Business:5. Ratification of the remuneration of Mr K Suryanarayanan, the Cost Auditor for the year 2022-23 Ordinary6. Appointment of Mr Heramb Ravindra Hajarnavis (DIN:01680435) as an Independent Director Special7. Appointment of Ms Gangapriya Chakraverti (DIN:00378385) as an Independent Director of the SpecialCompany8. To consider and approve re-appointment of Mr Arvind Balaji (DIN:00557711) as Managing SpecialDirector of the company and revision in terms of remuneration9. Material related party transaction(s) between the company and TVS Motor Company Limited, Ordinaryrelatives of ultimate holding company10. Material related party transaction(s) between the company and Lucas Indian Service Limited, Ordinaryholding company----- End of picture text -----

Digitally signed by RAGHU RAGHU POORNIMA POORNIMA Date: 2022.09.21 17:49:52 +05'30'