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Mac Charles (India) Ltd. AGM Information 2024

Sep 20, 2024

61334_rns_2024-09-20_f4ca49fd-0ad7-463c-8af9-dc0d5d89796f.pdf

AGM Information

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MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: 1[st] Floor, Embassy Point Infantry Road, Email: Bangalore – 560 001 website:

Phone: 080-47222333

Email: [email protected] website: www.maccharlesindia.com

To

September 20, 2024

The General Manager- Listing

BSE Limited

24th Floor, P J Towers, Dalal Street, Fort

Mumbai – 400001

Subject: Proceedings of the 44th Annual General Meeting (‘AGM’) of the Company:

Dear Sir/Madam,

We wish to inform you that the 44[th] Annual General Meeting (AGM) of the Company was held on Friday, September 20, 2024 through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), to transact the businesses as stated in the AGM Notice filed on 21[st ] August,2024.

In this regard, please find attached the summary of the proceedings of the 44[th] AGM pursuant to Regulation 30 read with Para A of Part A of Schedule - III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’).

The same is also made available on the Company’s website at www.maccharlesindia.com.

Request you to kindly take this intimation on record and acknowledge.

Thanking You,

for Mac Charles (India) Limited,

RICHA Digitally signed by RICHA SAXENA SAXENA Date: 2024.09.20 18:32:32 +05'30'

Richa Saxena Company Secretary and Compliance Officer ACS No 171163

Encl: as above

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: 1[st] Floor, Embassy Point Infantry Road, Email: Bangalore – 560 001 website:

Phone: 080-47222333

Email: [email protected] website: www.maccharlesindia.com

PROCEEDINGS OF THE 44[th] ANNUAL GENERAL MEETING (‘AGM’) OF MAC CHARLES (INDIA) LIMITED HELD ON FRIDAY, SEPTEMBER 20, 2024, AT 12:00 NOON (IST) THROUGH VIDEO CONFERENCING / OTHER AUDIO-VISUAL MEANS______

The 44[th] Annual General Meeting of Mac Charles (India) Limited (‘the Company’) was held on Friday, September 20, 2024 at 12:00 NOON (IST) through video conferencing (‘VC’) or other audio-visual means (OAVM), in compliance with the applicable provisions of the Companies Act, 2013, General Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 5, 2020, and subsequent Circulars issued in this regard by the Ministry of Corporate Affairs (‘MCA’), the latest being 10/2022 dated December 28, 2022. The deemed venue for the meeting was the registered office of the Company at 1st Floor, Embassy Point, 150 Infantry Road, Bangalore - 560001.

Members Present:

36 Members were present at the meeting through video conferencing or other audio-visual means.

Members of Board of Directors:

1. Mr. P.B. Appiah Independent
Non-Executive
Director
Attended in
person
2. Ms. Tanya Girdhar Independent
Non-Executive
Director
3. Mr. Bijoy Kumar Das Independent
Non-Executive
Director
4. Mr. Srinivasarao Nagabhushana
Rao Nagendra
Independent
Non-Executive
Director
5. Mr. Aditya Virwani Non-executive Non-Independent
Director
6. Mr. P.R. Ramakrishnan Non-executive Non-Independent
Director
7. Mr. Harish Anand Whole-time Director

Key Managerial Personnel (KMP):

1 Ms. Richa Saxena CompanySecretary Attended in person
2 Mr. Ankit Shah CFO

By Invitation:

1 Ms. Amrit Kaur Representing Walker Chandiok &
Co. LLP, Statutory Auditors
Attended through VC
2 Mr. Umesh Maskeri Secretarial Auditor Attended in person

Mr. P. B. Appiah, Chairman of the Company welcomed all the Members, Directors and other invitees to the 44[th] AGM of the Company. At the commencement of the meeting, the chairman introduced the Director(s) and Key Managerial Personnel(s) present at the meeting. He confirmed to the members that the authorized

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: 1[st] Floor, Embassy Point Infantry Road, Email: Bangalore – 560 001 website:

Phone: 080-47222333

Email: [email protected] website: www.maccharlesindia.com

representative of the Statutory Auditors, Secretarial Auditor and the Scrutinizer were also present for the meeting.

The participation of Members through video conference was being reckoned for the purpose of quorum as per the circulars issued by MCA and Section 103 of the Companies Act, 2013. The requisite quorum was present through video conference to conduct the proceedings of the meeting and the Chairperson called the Meeting to order.

The Chairman requested Ms. Richa Saxena, Company Secretary, to provide general instructions to the Members regarding poll process and brief of on resolutions to be passed at the meeting.

The Company Secretary informed the Members that the 44[th] AGM was being held through video conference in accordance with the Companies Act, 2013 and circulars issued by the MCA and SEBI. In compliances with the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided remote e-voting facility to all the Members as on the cut-off date i.e. Friday, September 13, 2024, to cast the votes on all resolutions as set forth in the AGM notice from 10.00 A.M. on Tuesday, 17th September, 2024 till 5.00 P.M. on Thursday, 19th September, 2024 (both days inclusive).

The Company Secretary informed the Members that the results of remote e-voting shall be intimated to the Stock Exchanges within 2 (two) working days from the conclusion of AGM and the same shall be made available on the Company’s website (www.maccharlesindia.com) and the website of Company’s Registrar and Share Transfer Agents, BgSE Financials Limited.

The statutory registers and relevant documents had been made available electronically for inspection by the Members during the AGM. Members who wished to seek inspection of such documents were required to send their request at [email protected]. As the meeting was being held through video conference, the facility for appointment of proxies by the Members was not applicable and hence the proxy register for inspection was not available.

With the consent of the Members present, the Notice convening the 44[th] AGM along with the Integrated Annual Report for the financial year ended March 31, 2024 were taken as read. Thereafter, the Company Secretary requested the Chairman to address the Members.

The Chairman delivered his speech on business operations and financial performance of the Company for the financial year ended March 31, 2024.

The Company Secretary informed that few Members have asked questions via mail and accordingly responses for the same were sent on mail and further informed that any further questions on the Notice of AGM can be mailed at [email protected] and the same will also be replied through mail.

Thereafter, the following items of businesses, as per the Notice of AGM, were transacted at the meeting.

Ordinary Business:

  1. To consider and adopt (a) the audited standalone financial statements of the Company for the financial year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon; and (b) the audited consolidated financial statements of the Company for the financial year ended March 31, 2024 and the report of Auditors thereon and in this regard, pass the following resolutions as Ordinary Resolution

  2. To appoint Mr. P.R.Ramakrishnan (DIN 00055416), who retires by rotation and being eligible, offers himself for re-appointment as a Director: Ordinary Resolution

MAC CHARLES (INDIA) LTD. CIN No. L55101KA1979PLC003620 Regd. Office: Phone: 080-47222333 1[st] Floor, Embassy Point Infantry Road, Email: [email protected] Bangalore – 560 001 website: www.maccharlesindia.com

Phone: 080-47222333

Special Business:

  1. To appoint Mr. Srinivasarao Nagabhushana Rao Nagendra (DIN 02533658), who retires by rotation and being eligible, offers himself for re-appointment as a Director: Special Resolution

After all the agenda items were duly taken up, the meeting concluded at 12:23 P.M. with a vote of thanks to the Chair, directors, invitees and the members.