Menon Bearings Ltd — AGM Information 2020

Aug 21, 2020

MENON BEARINGS LIMITED

21st August, 2020

To, Manager (CRD) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Scrip Code: 523828

To,

Manager - Listing Department National Stock Exchange of India Ltd Exchange Plaza, BandraKurla Complex Bandra (East), Mumbai - 400051 Symbol- MENONBE

Dear Sir,

Sub.: Proceedings of 29thAnnual General Meeting held on Friday, 21st August, 2020.

Pursuant to the provisions of Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the proceedings of the 29th Annual General Meeting (AGM) of the Members of the Company held on Friday, 21st August, 2020 at 11.00 am conducted through Video Conferencing (VC) / Other Audit Visual Means (OAVM).

You are requested to kindly take the same on record.

Thanking you

Yours faithfully

For Menon Bearings Limited

~1"1

NehaHaro~ Company Secretary & Compliance Officer ACS No.: A40901

Encl.: As stated above.

E-mail: Cidmin@menonbearings.in Visit us at: http://ww.!\..menonbearings.in CIN : L29130PN1991 PLC062352

PROCEEDINGS OF THE 29THANNUAL GENERAL MEETING OF THE COMPANY HELD ON FRIDAY, 21ST AUGUST, 2020

In view of continuing COVID-19 pandemic situation, the 29th Annual General Meeting (AGM) of the Company was held on Friday, 21st August, 2020 at 11.00 am through Video Conferencing (VC) / Other Audit Visual Means (OAVM) in compliance with the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular no 20/2020 dated May 05, 2020 and SEBI Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79..

The meeting commenced at 11.00 A.M.

Mr. R. D. Dixit, Managing Director of the Company, Chaired the meeting.

Total 50 members attended AGM through Video Conferencing (VC) / Other Audit Visual Means (OAVM).

As the requisite quorum was present, the Chairman called the meeting to order. Ms. Neha Harolikar - Company Secretary & Compliance Officer of the Company, introduced the Board Members and Key Managerial Personnel & various Auditors present in the meeting through Video Conferencing (VC) / Other Audit Visual Means (OAVM). She informed the members that:

• The Notice convening the 29th AGM and the Annual Report containing the Audited Financial Statements of the Company for the financial year ended 31st March, 2020 along with Directors' Report and Auditors' Report thereon along with relevant annexures have been circulated to the members of the Company through email within the statutory time period.
• This meeting is being held through video conference in accordance with the circulars issued by the MCA and the SEBI. Participation of members through video conference is reckoned for the purpose of ascertaining the quorum as per the circulars issued by MCA and Section 103 of the Companies Act, 2013
• Since the Statutory Auditors' Report did not contain any qualifications, reservations or adverse remarks or disclaimer, it was not required to be read.

REGD. OFFICE & WORKS: MIDC, GOKUL SHIRGAON, KOLHAPUR - 416 234. INDIA Phones: +91 231 26 72 279 / 533 / 487 Fax: +91 231 267 22 78

E-mail: admin@menonbearings.in Visit us at : http://www.menonbearings.in CIN: L29130PN1991PLC062352

The attention of the meeting was drawn to the observations and comments made by the Secretarial Auditors in their Report and also to the explanation provided in the Directors' Report on the same.

With the permission of the shareholders present, the notice of the AGM was taken as read.

Mr. R. D. Dixit, Managing Director of the Company made presentation and briefed the members about the progress & achievements of the Company during the last financial year and future plans of the Company.

Clarifications were provided to the queries raised by the members.

Ms. Neha Harolikar - Company Secretary & Compliance Officer of the Company further informed that:

• As per the provisions of Section 108 of the Companies Act, 2013 read with Companies (Management and Administrative) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard -2 on General Meetings (SS-2) issued by ICSI, the Company had provided remote e-voting facility to its members to vote on resolutions placed in this 29th Annual General Meeting. Further, Members who have not cast their vote electronically through remote e-voting facility and who are participating in this meeting will have an opportunity to cast their votes through the e-voting system provided by Link Intime India Pvt. Ltd. as made available during the meeting and remained open till 15 minutes after the conclusion of the 29th AGM.
• CS Manish Baldeva, Proprietor M/s. M Baldeva Associates, Company Secretaries, Thane have been appointed as Scrutinizer to scrutinize the e-voting in a fair and transparent manner.

REGD. OFFICE & WORKS: MIDC, GOKUL SHIRGAON, KOLHAPUR - 416 234. INDIA Phones: +91 231 26 72 279 / 533 / 487 Fax: +91 231 267 22 78

E-mail: admin@menonbearings.in Visit us at : http://www.menonbearings.in CIN: L29130PN1991PLC062352

The following items of business, as per the Notice of 29th AGM dated 26th May, 2020, were transacted at the meeting:

Item No.	Agenda Items	Typeof
		Resolution
ORDINARY BUSINESS
	Adoption of the Audited Financial Statements of the Companyfor the Financial Year ended 31 st March, 2020 along with Board's	Ordinary
	Report and Auditors' Report thereon.
$\mathbf{2}$	Taking note of payment of 1 st and 2 nd interim dividend paid forthe financial year ended on 31 st March, 2020	Ordinary
3	Appointment of a director in place of Mr. Nitin Menon (DIN:00692754), who retired by rotation and being eligible, offeredhimself for re-appointment as director.	Ordinary
SPECIAL BUSINESS
4	Approval of remuneration payable to M/s. C. S. Adawadkar &Co., Cost Auditors, Pune (FRN: 100401) for the financial year2020-21.	Ordinary
5	Approval of related party transactions	Special

Ms. Neha Harolikar further informed the members present that the consolidated results of remote e-voting and e-voting at the AGM will be declared within 48 hours from the conclusion of the AGM and will be made available on the Company's website www.menonbearings.in and on the website of Link Intime India Pvt. Ltd. viz. https://instavote.linkintime.co.in and will be communicated to the BSE Limited and National Stock Exchanges of India Limited where the shares of the Company are listed.

The meeting ended with a vote of thanks to the Chair.

For Menon Bearings Limited

Knharliky

Neha Harolikar Company Secretary & Compliance Officer ACS No.: A40901

REGD. OFFICE & WORKS: MIDC, GOKUL SHIRGAON, KOLHAPUR - 416 234. INDIA Phones: +91 231 26 72 279 / 533 / 487 Fax: +91 231 267 22 78

E-mail: admin@menonbearings.in Visit us at : http : // www.menonbearings.in CIN: L29130PN1991PLC062352