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JHS Svendgaard Laboratories Ltd. AGM Information 2023

Sep 28, 2023

61621_rns_2023-09-28_d2af05d7-d644-4e34-b9a3-e71c87471b06.pdf

AGM Information

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CIN : L74110HP2004LC027558

September 28, 2023

The Listing Department BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street Mumbai – 400001 Scrip code- 532771

The Listing Department National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G Bandra Kurla Complex Mumbai – 400051 Trading Symbol: JHS

Subject- Summary of Proceedings of 19[th] Annual General Meeting (“AGM”) of JHS Svendgaard Laboratories Limited (“the Company”) held on Thursday , September 28[th] , 2023

Dear Sir/Madam,

Pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, we wish to inform you that the 19[th] AGM of the members of the Company held on Thursday, September 28[th] ,2023 (today) at 02:00 P.M. concluded at 2:20 P.M through Video Conferencing/ Other Audio- Visual means.

In this regard, please find enclosed herewith the summary of proceedings of 19[th] AGM of the Company.

This is for your information and records.

Thanking you Yours faithfully, For JHS Svendgaard Laboratories Limited

Digitally signed KOMA by KOMAL JHA Date: 2023.09.28 L JHA 17:47:15 +05'30'

Komal Jha Company Secretary

Encl: A/a

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CIN : L74110HP2004LC027558

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SUMMARY OF PROCEEDINGS OF THE 19TH ANNUAL GENERAL MEETING OF JHS SVENDGAARD LABORATORIES LIMITED UNDER REGULATION 30 OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Chief Financial Officer welcomed the Members to the Annual General Meeting (“ AGM ”) and briefed the Members with general instructions for attending the meeting through VC/ OAVM and process of e- voting at the meeting. Further, he also informed the members that the Company, while conducting the Meeting, adhered to the relevant circulars issued by the Ministry of Corporate Affairs (“ MCA ”), the Securities and Exchange Board of India (“ SEBI ”) and in compliance of the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Mr. Ashish Goel, Chief Financial Officer started the proceedings and introduced Directors/ Invitees present.

After that, R.C Venkateish, Chairman of the Company and Representative of Nomination and Remuneration Committee took the Chair and conducted the proceedings of the meeting. He called the meeting to order as requisite quorum was present as well as explained the modus operandi for the meeting.

The following Directors and Officers were present at the meeting.

DIRECTORS OF THE COMPANY

  • Mr. Nikhil Nanda- Managing Director

  • R.C Venkateish, Chairman of the Company and Chairman of Stakeholders Relationship Committee

  • Mr. Kapil Minocha, Independent Director

  • Mr. Vinay Mittal, Non Executive Director

  • Mr. Mukul Pathak, Independent Director and Chairman of Audit Committee and Nomination and Remuneration Committee

OFFICERS IN PRESENCE

  • Mr. Paramvir Singh, Chief Executive officer

  • Mr. Ashish Goel, Chief Financial officer

  • Mr. Deepesh Sharma Joint Chief Financial officer

  • Mrs. Komal Jha, Company Secretary and Compliance Officer

Also, Mr. Gaurav Saraf, the Statutory auditor and Mr. Mohit Dahiya, Secretarial auditor & Scrutinizer were also present in the meeting through VC from their respective locations.

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CIN : L74110HP2004LC027558

The Registers as required under the Companies Act, 2013 viz. Register of Directors & Key Managerial Personnel, the Register of Contracts or Arrangements in which Directors are interested and other relevant documents mentioned in the Notice were available for inspection through electronic mode. Since there was no physical attendance of members and in compliance with the Circulars issued by MCA and SEBI, the requirement of appointing proxies was not applicable. Thereafter, the Managing Director also delivered his speech to the members present at the meeting.

The Shareholders were informed that the Annual Report for F.Y. 2022-23 including notice of AGM had been sent through electronic mode to all the members whose e-mail addresses are registered with the company/depository participant(s). The Shareholders were also informed that the said documents were also available at the website of the company. With the consent of the members, the Notice convening the Annual General Meeting, the Directors' Report and the Auditors' Report were taken as read. The Chairman informed that there were no qualifications in the auditors' report on the financial statements and the report of secretarial auditors of the Company.

The Shareholders were further informed that the Company had provided remote e-voting facility to the Members of the Company in order to cast their votes electronically in respect of all the businesses mentioned in the AGM Notice. The e-voting commenced at 9:00 a.m. IST on September 25, 2023 and ended at 5:00 p.m. IST on September 27, 2023.

The Shareholders were further informed that who were present at the AGM and did not cast their votes through remote e-voting were provided an opportunity to cast their votes during the meeting through the e- voting facility provided by NDSL and the members who had already cast their votes using remote e-voting facility provided by the Company were not eligible to cast their votes again at this Meeting. The resolutions set out at Item Nos. 1 to 4 of the Notice of AGM were put to vote by remote e-voting and remote e-voting during the Meeting.

The following items of businesses, as per the Notice of AGM were recommended for Members' consideration and approval for voting at AGM.

Ordinary Business Items:

  1. Consideration and Adoption of the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023 together with the reports of the board of directors and auditors’ thereon

  2. Re-appointment of Mr. Vinay Mittal (DIN: 08232559), as a Director liable to retire by rotation To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution

Special Business Items:

  1. Approval for Material Related Party Transactions between the Company and JHS Svendgaard Mechanical and Warehouse Private Limited, Subsidiary Company

4. To Appoint Mrs. Upma Chawdhry as Independent Director of the Company,

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CIN : L74110HP2004LC027558

Thereafter, the Chairman requested the shareholders to vote during the AGM who have not already cast their vote.

Further, it was apprised that the Board of Directors had appointed Mr. Mohit Dahiya Partner of M/s Mohit & Associates, Practicing Company Secretaries, as the Scrutinizer to supervise the Remote E-voting process prior to the meeting and E-voting during the AGM in a fair and transparent manner and to report on the voting results and the consolidated results of remote E-voting and E-voting at AGM would be announced within 2 working days from the conclusion of the AGM and also be intimated to Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited and posted on the website of the Company and NSDL.

The Chairman announced that the resolutions, as set forth in the Notice of AGM, shall be deemed to be passed on September 28, 2023, subject to receipt of requisite number of votes.

The Chairperson then declared the meeting as closed at 2:20 P.M. with a vote of thanks to the participants and it was informed that the E- voting window shall remain open for next 30 minutes.

For JHS Svendgaard Laboratories Limited

KOMAL Digitally signed by KOMAL JHA JHA Date: 2023.09.28 17:48:02 +05'30'

Komal Jha Company Secretary

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