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Munjal Showa Ltd. AGM Information 2021

Aug 25, 2021

61724_rns_2021-08-25_c8b61ba0-596c-45c3-a445-b4d0d2243587.pdf

AGM Information

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Registered Office & Works : 9-11, Maruti Industrial Area, Sector - 18, Gurugram - 122 015 (Haryana) INDIA E-mail : [email protected] Website : www.munjalshowa.net Corporate Identity Number : L34101HR1985PLC020934, PAN : AAACMO0070D Phone : 0124-4783000

August 25, 2021

The D.G.M. (Listing) The Asst. Vice President Corporate Relation Department Listing Department Dalal Street Bandra-Kurla Complex Mumbai-400 001 Bandra (E), Mumbai — 400 051 Security Code: 520043 Security Code: MUNJALSHOW

BSE Ltd. National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Plot No. C/1, G Block,

Sub: Proceedings of 36 Annual General Meeting

Dear Sir/Madam,

We wish to inform you that the 36" Annual General Meeting (AGM) of the Company was held today, viz. August 25, 2021 through video conferencing (VC)/other audio visual means (OAVM). In this regard, please find enclosed herewith the Proceedings of the 36° AGM of the Company in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, we wish to inform that the results of remote e-voting and e- voting exercised at the AGM shall be announced within stipulated time of two working days from the conclusion of the AGM. The results will be displayed at the notice board at the Registered Office of the Company and shall also be placed on the website of the Company and on the website of CDSL i.e. the agency engaged for the purpose of providing remote e-voting and facility of e-voting at the AGM, and will be disseminated simultaneously to the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited and be made available on their respective websites.

This is for your information and further dissemination.

Thanking you,

For MUNJAL SHOWA LIMITED

/ sor (Geetanjali Sharma) Company Secretary & Compliance Of Encl: as above

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Summary of Proceedings of 36" Annual General Meeting of Munjal Showa Limited

The 36" Annual General Meeting ('AGM' or 'meeting') of members of the Company was held on August 25, 2021 at 11:00 A.M. through video conferencing (VC)/ other audio visual means (OAVM).

The meeting was held in compliance with Circular No. 14/2020 dated April 08, 2020, Circular No. 17 /2020 dated April 13, 2020 read with Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 issued by Ministry of Corporate Affairs (hereinafter collectively referred to as 'Circulars') and SEBI Circular No. SEBI/HO/CFD/CMDI/CIR/P /2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/CIR/P /2021/11 dated January 15, 2021 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder, Secretarial Standards and the applicable provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Before starting the formal proceedings of the meeting a minute of silence in memory of the departed souls have been observed by the Board Members and Shareholders in the memory of all those who have lost their loved ones to this COVID 19 pandemic.

Mr. Yogesh Chander Munjal, Chairman and Managing Director of the Company chaired the meeting, welcomed the members at the virtual Annual General Meeting and started the formal proceedings of the meeting after ascertaining that the requisite quorum was present.

All the Board members were present at the meeting. He introduced the other Board of Directors including the Chairman of the Audit Committee, Chairman of the Stakeholders' Relationship Committee and Chairman of the Nomination and Remuneration Committee, Chief Financial Officer and Company Secretary present at the meeting through VC from their respective locations. The Chairman further introduced the representatives of the Statutory Auditors and Secretarial Auditors who attended the meeting through VC from their respective locations.

Eighty-Nine (89) Members attended the meeting through VC.

The Chairman being satisfied declared that all efforts feasible under the circumstances have indeed been made by the company to enable members to participate and vote on the items considered at the meeting.

The Notice of the 36" AGM and the Annual Report for the financial year ended March 31, 2021 had already been circulated to the Members of the Company electronically.

The Chairman informed the Members that pursuant to the provisions of the Companies Act, 2013, the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had extended the remote e-voting facility to the Members of the Company in respect of the resolutions to be passed at the AGM. The Chairman informed that the Company had tied up with Central Depository Services (India) Limited ("CDSL"), to provide facility for voting through remote e-voting and e-voting during the AGM and participation in the AGM through VC / OAVM facility.

The remote e-voting commenced on Sunday, August 22, 2021 (9:00 a.m. IST) and ended on Tuesday, August 24, 2021 (5:00 p.m. IST). The Chairman informed the Members that the facility for voting through e-voting system was made available during the Meeting for Members who had not cast their vote through remote e-voting.

The Chairman informed that the statutory registers and other documents as required under the Companies Act, 2013 were available for electronic inspection by the members, if they so desire and who have mailed the same to the Company. The notice of AGM was taken as read with the permission of members present. He further informed that there are no qualifications/observations or an adverse remark in the Auditors' Report and thus, it was taken as read. Thereafter, the Chairman delivered his speech.

or an permission of members present. He further informed that there are no qualifications/observations
remark
adverse
Report and
it was taken
the Auditors'
thus,
as
in
Chairman delivered his speech.
Thereafter,
read.
the
He gave an overview of the global
impact of Covid-19
strength in its human resources. He then updated the members about the business, operational and
financial performance of the Company and the road ahead. He also shared the details of the CSR
contribution made by the Company during the financial year 2020-21.
pandemic, shared the Company's vision,
then
He
the Company.
completed
everyone
speech
thanking
present
and
by
by
his
appreciation and gratitude for all the stakeholders for having reposed their trust and confidence in
placing
record
on
his
On invitation of the Company Secretary, members who had registered themselves as speakers, were
invited to ask queries/ share their suggestions on accounts or any other matter placed at the AGM.
Shareholders were also provided the facility to ask questions or express their views through a tab
available for online communication. Answers were given to the queries raised by the members.
who
had
The business items placed before the members for approval as per the notice of the meeting were
then summarized by the Chairman. The Chairman explained each item of the Notice and informed
the Members that all item Nos. 1 to 8 of the Notice have been voted by the Members through
remote e-Voting from August 22, 2021 to August 24, 2021. The Members present at the meeting,
remote
through
were
not voted
allowed
e-Voting,
cast their votes
to
using e-Voting
and platform of CDSL.
The following items of Business as set out in the Notice convening the 36° AGM were considered
voted by the Members:
S. Particulars
No. Ordinary Business(es) Type of Resolution
1, To receive, consider and adopt the Audited Financial Statements of
the Company including Balance Sheet as at March 31, 2021, the
Statement of Profit and Loss and Cash Flow Statement and notes
thereon for the Financial Year ended March 31, 2021 together with
the reports of the Board of Directors and Auditors thereon.
Ordinary
2. Toconsider, approve and declare final dividend on equity shares for
the financial year 2020-21.
Ordinary
3. appoint
Charu
Munjal
Director
place
Mrs.
To
(DIN:
of
in
a
03094545),
who
rotation
being
and,
offers
retires
eligible,
by
herself for re-appointment
Ordinary
4. To appoint a Director in place of Mr. Yogesh Chander Munjal (DIN:
who
00003491),
rotation
being
and,
offers
retires
eligible,
by
himself for re-appointment
Ordinary
Special Business(es)
5. Appointment
00602255)
Kazuhiro
Nishioka
Mr.
(DIN:
of
as
a
Director of the Company
Ordinary

7. Appointment of Mr. Yasuhiro Ashiki (DIN: 09132637) as Director of . Ordinary
the Company
8. Appointment
09132637)
Yasuhiro
Mr.
Ashiki
(DIN
Joint
of
as
:
Special
Managing Director of the Company

The Chairman further informed the members that the Board of Directors has appointed Mr. Satyender Kumar, Proprietor M/s Satyender Kumar & Associates, Practising Company Secretaries as Scrutinizer to scrutinize the remote e-voting process and e-voting at the AGM in a fair and transparent manner.

The Chairman mentioned that the results of remote e-voting and e-voting shall be announced within two working days of conclusion of the meeting. The results of the voting shall be displayed at the notice board at the Registered Office of the Company and shall also be placed on the website of the Company and on the website of CDSL i.e. the agency engaged for the purpose of providing remote evoting and facility of e-voting at the AGM, and will be disseminated simultaneously to the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited and be made available on their respective websites. The Chairman authorized the Company Secretary to declare the results of voting within the stipulated time.

The Chairman thanked the members for participating in the meeting. The meeting concluded at 11:36 A.M. The e-voting facility was kept open for next 30 minutes to enable the members to cast their vote.

Thanking you,

For MUNJAL SHOWA LIMITED

(Gegtanjali i Sharma)

Conipany Secretary & Compliance Office