Jaykay Enterprises Limited — AGM Information 2021

Sep 28, 2021

Jaykay Enterprises Limited JI(E-

trKEL / cs / 20e / AcM-2027 / Date: 28.09.2021

T'he Bombay Stock Exchange Ltd. Corporate Relationship Department, Fhiroze jeej eebhoy Towers, Dalal Street, Fort, Mumbai-400001. Scrip Code:500306 (lSIN.lNE 903A01025) Fax No,0 2 2 -227 220 4L, ?ZT ZZ0J9, ZZT Z3ISZ Kind Attn: Mr. Sydney Miranda IAGMJ

Thnough: ONLINE F'I[,ING

Sub: SummarY of Proceeding of 75s Annual General Meeting (AGMI of the Company held on September 28.2021

This is to inform you that the Annual General meeting (AGM) of the Members of the Company was held on today i.e. Tuesday, the September 28, \OZL at 12.00 Noon through Video Conferencing / Other Audio Visual Means to transact the business as stated in the Notice dated August 73,202I convening the AGM,

In this regard, please find enclosed herewith summery of proceeding of the AGM of the Company required under Regulation 30, Part A of the Schedule - III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

You are requested to kindly take note of the same.

Yours faithfully, For faykay Enterprises Ltd.,

Kumar Mishra) CFO & Company Secretary M.No. ACS 29900

Encl: As above

Regd. Office: Kamta Tower, Kanpur-208001 (lNDlA) Phones: +91 5I22371478 - 81, Fax: +91 512 2332665 Emait: prabhat.mishra@jaykayenterprises.com, Web: wwwjaykayenterprises.com CIN:199999UP1951P1C001 187

Proceedings of the 75th Annual General Meeting (AGM) of the company held on September zB. ²⁰²¹at 12.00 Noon through video conferencing other Audio visual Mea.s

In view of the outbreak of the COVID-19 pandemic, social distancing norm to be followed and the continuing restriction on movement of persons at several places in the country and pursuant to General circular Nos.74/202a,17 /2020 and20/2020 dated Bth April 2020,L3thApril 2020, 5th May ²⁰²⁰and 02/202I dated Janua ry L3, 2o2I respectively, issued by rhe Ministry of Corporate Affairs ("MCA Circulars") and Circular No. SEBI/H0 /CFD/CMDL/CIR /P/2020/79 dated 12th May Z0Z0 and, Circular No' SEBI/Ho /cFD/1MDT/clR/P/2021l11 dated L5th fanuary ,zoztissued by the Securities and Exchange Board of India ("SEBI Circular") and in compliance with the provisions of the Act and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations,,), the 75th Annual General Meeting (the "AGM") of the members of M/s Jaykay Enterprises Ltd. fthe "Company') was held on Tuesday, September 28,202'i. at 12.00 Noon through Video Conferencing / other Audio Visual Means, which does not require physical presence of Members at a common venue. The deemed venue for the 75th AGM was the Registered office of the company.

S. No.	Name of Director
7	Mr. Abhishek Singhania	Managing Director & Member of Stakeholders
	(DrN 00087844)	Relatio Committee
2	Dr. Krishna Behari Agarwal	Independ ent Director & Chairman of Stakeholders
	(DrN-00339e34).	Relationship and Nomination and Remuneration
		Committee and Member of Audit Committee
3	Mr. Ravindra Kumar Tandon	& Member of Audit, and Independent Director
	(DrN-00159472)	Nomination and Remuneration Committee
4	Mr. Ashok Gupta	Non-Executive Non-lndependent Director &
	(DrN 00135288)	Member of Audit Committee
5	Mr. Partho Pratim Kar	Non-Executive-Non Independent Director
	(DrN 00s08s67)

The Directors were present:

In attendance:

S. No.	Name of Person	Designation
7	Mr. Prabhat Kumar Mishra	CFO & Company Secretary
z	Mr. Rajendra Gupta	Partner, Vaish & Co., StatutoryAuditor
3	Ms. Reena Jakhodia	Scrutinizer, M Reena fakhodia & Associates
4	Mr. Gautam Kumar Banthia	Secretarial Audito rS, M/ s Banthia & Co.

No' of Shareholders attended the meeting through Video Conferencing (excluding webcast):

• 1) Promoters and Promoter Group: 4 [Four Only)
• 2) Public 59 (Fifty-Nine Only)

The meeting commenced at 12.00 Noon

Regd. Office: Kamta Tower, Kanpur-208O01 (lNDlA) Phones: +91 5L2237L478 - 81, Fax: +91 512 2332665 Email: prabhat.mishra@jaykayenterprises.com, Web: wwwjaykayenterprises.com

CIN:199999UP1961P1C00r 187

The company Secretary welcomed the members to the Seventy Fifth Annual General Meeting of the Company, held through video Conferencing and other audio-visual means, as permitted by the Ministry of Corporate Affairs and SEBL

He further informed that the notice dated 13th August 202'l- wasmailed on septemb er 04,2021to all the shareholders, whose email ID was registered with the company and Depository participants. The shareholders were provided the facility to ioin the meeting through video conferencing and othen audio-visual means on a first-come first-served basis.

The Secretary informed that that there is no permanent Chairman in the Company, and requested to the Directors present to elect on of themselves as the Chairman of the meeting pursuant to the provisions of Article 6g of the Articles of Association of the company.

Mr' RK Tandon, Independent Director, proposed and Mr. Abhishek Singhania, the Managing Director of the Company seconded the name of Dr. K. B. Agarwal to chair the AGM of the Company. The other directors present during the meeting consented of the same hence the Dr. K. B. Agarwal was unanimously elected to the Chair. The Company Secretary requested Dr. Agarwal to occupy the chair.

The Company Secretary explained that the AGM is being held electronically, physical attendance of the members has been dispensed with and also the requirement of appointing proxy is not applicable for theAGM.

The requisite quorum was present through video conferencing and other audio visual means and the chairman declared the meeting as properly constituted and open.

Dr' K' B. Agarwal welcomed the shareholders to the 75th AGM of the Company and requested the Company Secretary to introduce the Board Members

As directed by the chairman, the company Secretary introduced the Board lvrembers participating in the meeting and thereafter introduced the Dignitaries attending through VC.

The Company Secretary further informed that Mr. Anil Kumar Dalmia, Independent Director and Chairman ofAudit Committee and Mrs. Renu Nanda were unable to attend theAGM due to unavoidable circumstances. In his absence the queries with respect to Books of Accounts will be answered by Mr. Ashok Gupta.

The Members were informed the following: -

o The shareholders had been provided the facility to join the meeting through video conferencing and other audio-visual means on a first-come first-served basis without physical attendance of members.

Regd. 0ffice: Kamla Tower, Kanpur-208001 (lNDlA) Phones: +91 5L2237L478 - 81, Fax: +91 512 2332665 Emait: prabhat.mishra@jaykayenterprises.com, Web: www.jaykaVenterprises.com CIN:199999UP1951P1C001 187

• Non-availability of facility to appoint proxy. a
• The proceedings of the meeting were being recorded for compliance purposes. a
• E-voting facility has been provided through remote e-voting facility as well as E-voting at the Annual General Meeting. Remote e-voting facility was made available to all Members holding shares as on the cut-off date i.e. Septemb er 21,202L, during the period commencing from ⁹ AM IST on saturday, september zs, z0z!, till s pM IST on Monday, september zz, zozt. R.emote e-voting was blocked on Septemb er 2Z, Z)ZLat 5 pM. a
• Members joining the meeting through video conferencing facility were informed that those who had not yet cast their vote by means of the remote e-voting, may vote through the e-voting facility provided during this AGM. a
• The Board of Directors has appointed Ms. Reena |akhodia, Practicing Company Secretary from M/s Reena fakhodia and Associates as the scrutinizer for the meeting. a
• The Chairman invited Mr' Partho Pratim Kar to share a few words about the current progress of the Company who then addressed the shareholders. a
• a Notice of the 75th AGM dated 13th August,2027 and the Annual Report, containing Audited Financial Statements (including consolidated financial statements) for the year endld March 37' 202L and Board's and Auditors' Reports, had been sent by electronic mode to those Members whose e-mail addresses are registered with the Company or Depositories on September 4,2027 and also been made available on the Company's website. Considering the above, the Notice was taken as read.
• a The register of Directors and KMP and their shareholding and the Register of Contracts and arrangements in which directors are interested, were available for inspection by the members during the continuation of the meeting, on the company's website.
• a M/s Gupta Vaish & Co., Statutory Auditors, have submitted their report for the financial statements for the year ended March 3t,\OZL. The Auditors'report does not contain any qualifications/modified opinion or adverse remarks. There being no qualifications, the entire report was not required to be read in this meeting and the Auditors' Report was taken as read.
• a The Chairman then asked the Company Secretary to read out the items of AGM notice. The Company Secretary read out each item of AGM notice in order.
• a The members, who had not casted their votes on the resolutions as mentioned in the AGM notice by remote e-voting prior to the AGM, casted their vote through e-voting system available on the voting page ofCDSL during the continuance ofthe AGM

Regd. Office: Kamla Tower, Kanpur-208001 (lNDlA) Phones: +91 5I22371478 - 81, Fax: +91 512 2332665 Email: prabhat.mishra@jaykayenterprises.com, Web: wwwjaykayenterprises.com CIN:199999UP1951P1C001 187

• The Board of Directors have appointed Ms, Reena jakhodia, a Company Secretary in whole time practice as the scrutinizers to scrutinize the remote e-voting and the vote cast at the meeting and to provide a consolidated voting results in a fair and transparent manner. a
• T'he Chairman informed the Shareholders that the e-voting facility will remain active till ³⁰ minutes after the meeting and thereafter requested the Company Secretary, to share the guidelines for the Q & A session. o
• ^rAfter informing guidelines for the Q & A session, the Company Secretary commenced the e & ^Asession.5 shareholders had registered themselves as Speaker Shareholders and out offive only three joined and participated in the Meeting.
• o The Secretary called out the names of the registered speaker shareholders one by one and asked them to raise their queries. Thereafter, Mr. Ashok Gupta and Mr. Fartho pratim Kar replied to the Questions of the Shareholders with respect to their respective areas of expertise and knowledge.

Since the AGM was held through videoconferencing and other audio-visual means the resolutions mentioned in the notice convening the AGM had already been put to vote through remote e-voting and as the facility of voting was also available during this AGM proceeding there was be no proposing or seconding the resolutions' The e-voting process continued upto 1.03 pM today, and was disabled thereafter.

In compliance with Section 108 of the Companies Act, 2013, Companies (Management & Administration) Rules 2014, Regulation 44 of the SEBI Listing Regulations 2015 and Secretarial Standard - 2 issued by Institute of Companies Secretaries of India ('SS-2') the Company conducted evoting from September 25, 2027at 9.00 AM upto September2T,z}zLS.o0 pM on all the B (EighQ resolutions through CDSL platform. During e-voting 97 (Ninety-Seven only) shareholders comprising 2,30,L9,607 votes constituting 48.39o/o has been received for all the resolution.: -

S. No.	Agenda	Resolution required (Ordinary/ Special)	Mode of Voting	Remarks
7		Ordinary	Remote e voting prior and during the AGM	Passed with requisite majority
?	To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial year ended 31st March, 2021, together with Report of Auditors thereon	Ordinary	Remote e voting prior and during the AGM	Passed with requisite majority

Regd. Office: Kamla Tower, Kanpur-208001 (lNDlA) Phones: +91 5I2 2371478 - 81, Fax: +91 512 2332665 Emait: prabhat.mishra@jaykayenterprises.com, Web: wwwjaykayenterprises.com CIN:199999UP1961P1C001 187

Jaykay Enterprises Limited JI(E-

3	To appoint a D irector in place ofShri Ashok Gupta (DIN 00 1 35 2B8) who retires rotation by and being eligibt e offers himself for re-appointment	0rdinary	Remote e voting prior and during theAGM	Passed with requisite
4.		Ordinary	Remote e voting prior and during the AGl4	o Fassed with nequisite majority
	ri Parth Pratim Kar [DIN- Appointment of Sh 00508567) as a Non -Executive Non-trndependent Director and Approval of Remuneration	0rdinary	Remote e voting prior and during the AGM	Fassed with requisite majority
6.	approve requests received from Yadu To International Limited, Mr. Anil Kumar Agarwal, Mr. A.K. Saraogi, Mr. Madhavkrishna Singhania, Mr. Raghavpat Singhania, Mr.Nidhipati Singhania and Ms. Kalpana Singhania, par.t of the promoter Group for reclassification from ,,promoter and Promoter Grou to "Public	Ordinary	Remote e voting prior and during the AGM	Passed with requisite majority
7		Special	Remote e voting prior and during theAGM	Passed with requisite majority
B.	Approval of Related Party Transactions with I K cy and Services Private Limited Consultan pursuant to Section 1BB (1) (d) of Companies Act,20L3	Special	Remote e voting prior and during thE AGM	Passed with requisite majority

The result of the voting would be declared within stipulated time and that Shri prabhat Kumar Mishra, Company Secretary will announce the results. It was further informed that the result will be posted on the Notice Board at the Registered 0ffice, website of the Company at www.jaykaventerprises.com and the CDSL website. The result will also be informed to the designated Stock Exchange viz. the BSE where the shares of the Company are listed.

After conclusion of the voting process the meeting ended at L2,32 pM with a vote of thanks to the Chair

Date: Septe mber 28, 2021 Place: Kanpur

1nr"ur,"tkrn.r1 CFO & Company Secretary M.No. ACS-Z9900

*)

Regd. Office: Kamla Tower, Kanpur-208001 (lNDlA) Phones: +91 5L2237L478 - 81, Fax: +91 512 2332665 Email: prabhat.mishra@jaykayenterprises.com, Web: wwwjaykayenterprises.com

CIN:199999UP1951P1C001 187