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Integra Essentia Limited — AGM Information 2021
Sep 30, 2021
61293_rns_2021-09-30_eebbdaa9-5806-4ef7-b8b9-9a3fd4f34719.pdf
AGM Information
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INTEGRA GARMENTS AND TEXTILES LIMITED
(formerly known as Five Star Mercantile Limited)
2A, Tilak Nagar, Meghranjani Apartment, Tilak Nagar, Nagpur, Maharashtra- 440010
CIN: L18109MH2007PLC172888
September 30, 2021
Listing Compliance Department Listing Compliance Department National Stock Exchange of India Limited. BSE Limited. Exchange Plaza, Bandra-Kurla Complex, Phirozee Jeejeebhoy Towers, Bandra (E), Dalal Street, Fort, Mumbai 400051 Mumbai - 400 001 NSE Symbol: INTEGRA Scrip Code: 535958
Sub: Proceedings of 14[th] Annual General Meeting held on September 30, 2021
Dear Sir/ Madam,
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed a summary of the proceedings of the 14[th] Annual General Meeting (AGM) of Integra Garments and Textiles Limited held on Thursday, September 30, 2021 at 11:30 A.M.
The Remote E-voting on all the Resolutions set out in the Notice of AGM was conducted during the period from September 27, 2021 to September 29 ,2021 and for those who did not cast their vote through remote e-voting, the facility to cast vote through e-voting during the AGM was also made available.
The results of the E-voting at Annual General Meeting and of remote E-Voting along with scrutinizer's report shall be circulated separately in due course.
The above information is also available on the company’s website at www.integragarments.com
We request you to kindly take the above information on record and oblige.
Thanking you,
Yours Faithfully,
For Integra Garments and Textiles Limited (formerly known as Five Star Mercantile Limited)
PRINCE Digitally signed by PRINCE CHUGH CHUGH
Prince Chugh Company Secretary
Summary of proceedings of the 14[th] Annual General Meeting of
Integra Garments and Textiles Limited
The 14[th] Annual General Meeting (“AGM”) of the Members of Integra Garments and Textiles Limited (Formerly Known as Five Star Mercantile Limited) (“the Company”) was held on Thursday, September 30, 2021 at 11:30 A.M. through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”). The meeting was held in compliance with the General Circular nos. 20/2020, 14/2020, 17/2020 issued by the Ministry of Corporate Affairs and Circular bearing number SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (“SEBI”) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
Following were present:
| Directors | Directors | Directors | ||
|---|---|---|---|---|
| S. No. | Name | Designation | Mode of Attending |
|
| 1 | Mr. Vishesh Gupta |
Chairman & Managing Director | In person | |
| 2 | Ms. Shweta Singh |
Director | In person | |
| 3 | Mrs. Gunjan Jha |
Independent Director & Chairperson of Audit cum Risk Management Committee, Nomination and Remuneration Committee, Stakeholders RelationshipCommittee |
Through Video Conferencing |
|
| 4 | Mrs. Mansi Gupta |
Independent Director | Through Video Conferencing |
|
| 5 | Mrs. Sony Kumari |
Independent Director | Through Video Conferencing |
|
| 6 | Mr. Komal Jain |
Independent Director | Through Video Conferencing |
|
| Key Managerial Personnel | ||||
| 1. | Mr. Prince Chugh |
Company Secretary and Compliance Officer |
In person | |
| Other Invitees/Attendee | ||||
| 1 | Ms. Rashika Gupta (M/s Kumar G & Co., Company Secretaries) |
Scrutinizer | Through Video Conferencing |
Members Present:
i) In person/ through Proxy : Not Applicable ii) Through Video Conferencing/OAVM : 32 (Thirty Two)
Mr. Prince Chugh, Company Secretary and Compliance Officer of the Company welcomed all present and highlighted necessary points for joining and conducting the AGM through VC/OAVM.
Thereafter, Mr. Vishesh Gupta, was elected as the Chairman of the Company on the recommendation of the Board and pursuant to the Articles of Association of the Company and took the chair and welcomed all the members of the Company, quorum being present, declared the meeting open.
Mr. Prince Chugh, Company Secretary and Compliance Officer, informed the members that the requisite Statutory Registers are available for inspection to the Members during the AGM and can be obtained by sending an email to the Company. It was then informed that Notice of AGM along with Annual Report for Financial Year 2020-21 had been sent through emails to all the members and was taken as read.
Mr. Prince Chugh, Company Secretary and Compliance Officer of the Company, who was present in person with the permission of the Chair, introduced Directors, and the attendees and thereafter Ms. Shweta Singh, Director of the Company, informed the members regarding the business to be transacted at the meeting and asked the Company Secretary to proceed further.
Then, with the permission of the Chair, Mr. Prince Chugh, Company Secretary and Compliance Officer briefed regarding the arrangements made for the meeting and further informed that the Company has enabled its members to participate in the AGM through the VC facility provided by Central Depositories Services (India) Limited, CDSL. It was further informed that the members were provided with the facility to exercise their right to vote by electronic means, through remote e-voting and e-voting at the AGM in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Members who joined the meeting through VC and who had not cast their vote through remote e-voting were provided the option to vote through e-voting facility made available at the AGM. The Company had appointed M/s Kumar G & Co., Company Secretaries, as Independent Scrutinizer to supervise the e-voting process and to provide combined voting results of remote e-voting and e-voting at the AGM along with the Scrutinizer’s Report.
As the Meeting was convened through VC/ OAVM, the following Resolutions were put to vote through remote e-voting/electronic voting only and as such the requirement to propose and second the businesses become not applicable:
| S. No. | Resolutions | Resolution |
|---|---|---|
| Ordinary Business | ||
| 1 | To receive, consider and adopt the Financial Statements of the Company for the year ended 31stMarch, 2021 including the audited Balance Sheet as at 31stMarch, 2021, the Statement of Profit and Loss with Cash Flow Statement for the year ended on that date and the reports of the Board of Directors ( the Board ) and Auditors’ thereon |
Ordinary |
| Special Business | ||
| 2 | Appointment of Mr. Vishesh Gupta (DIN: 00255689) as a Managing Director of the Company |
Special |
| 3 | Appointment of Ms. Shweta Singh (DIN: 09270488) as a Director of the Company |
Ordinary |
| 4 | Appointment of Mrs. Gunjan Jha (DIN: 09270389) as a Director of Company |
Ordinary |
| 5 | Appointment of Mrs. Gunjan Jha (DIN: 09270389) as an Independent Director |
Special |
| 6 | Appointment of Mrs. Mansi Gupta (DIN: 09271995) as a Director of Company |
Ordinary |
| 7 | Appointment of Mrs. Mansi Gupta (DIN: 09271995) as an Independent Director |
Special |
| 8 | Appointment of Mrs. Sony Kumari (DIN: 09270483) as a Director of Company |
Ordinary |
| 9 | Appointment of Mrs. Sony Kumari (DIN: 09270483) as an Independent Director |
Special |
| 10 | Appointment of Mr. Komal Jain (DIN: 09270608) as a Director of Company |
Ordinary |
| 11 | Appointment of Mr. Komal Jain (DIN: 09270608) as an Independent Director |
Special |
| 12 | To Shift the Registered Office of the Company | Special |
| 13 | Alteration of Clause II i.e., Situation Clause of the Memorandum of Association of the Company |
Special |
The Company Secretary also announced that e-voting results along with the consolidated Scrutinizer’s Report shall be submitted to Stock Exchange(s) where the shares of the Company are listed and shall also be placed on the website of the Company within 48 hours from the conclusion of the meeting.
The Company Secretary concluded the meeting by order of the Chairman placing on record the appreciation and gratitude for all the stakeholders for having reposed their trust and confidence in the Company on behalf of all the panellists. The meeting ended with vote of thanks to the Chair. The meeting concluded at 11:57 A.M. and thereafter E-voting window was open for another 15 minutes. The Scrutinizer's Report was received after conclusion of the Meeting on September 30, 2021. All the Resolutions were declared as passed with the requisite majority.