NDR Auto Components Limited — AGM Information 2023

Jul 19, 2023

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NDR AUTO COMPONENTS LIMITED

Corporate office: Plot No.1, Maruti Joint Venture Complex, Gurugram, Haryana-122015 CIN: L29304DL2019PLC347460 Website: www.ndrauto.com Email id : contact@nacl.co.in Phone No. : 9643339870-74

19.07.2023

BSE Limited Corporate Relationship Department PJ Towers, 25th Floor, Dalal Street, Mumbai – 400 001 ScripCode : 543214	National Stock Exchange of India Ltd. Exchange Plaza, Plot No. C/1, G-Block Bandra Kurla Complex, Bandra (East), Mumbai – 400 051. TradingSymbol: NDRAUTO

Sub: Summary of proceedings of the 4[th] Annual General Meeting – 19[th] July, 2023

Dear Sir/Madam,

In terms of the General Circulars No. 10/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 5, 2023 and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) the 4[th] Annual General Meeting of the Company was held today the 19 July, 2023 at 11.00 a.m. through Video conferencing (VC)/ Other Audio Visual Means (‘OAVM’) to transact the business as stated in the Notice dated 29[th] May, 2023 of AGM. In this regard, please find enclosed the summary of the proceedings of the AGM as required in terms of Regulation 30 read with Schedule III of the Listing Regulations as Annexure-A.

For NDR AUTO COMPONENTS LIMITED

RAJAT Digitally signed by RAJAT BHANDARI BHANDARI Date: 2023.07.19 15:29:32 +05'30' Rajat Bhandari Executive Director and Company Secretary DIN: 02154950 Encl: As Above

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 Tel.: +91 011-6654 4976

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NDR AUTO COMPONENTS LIMITED

Corporate office: Plot No.1, Maruti Joint Venture Complex, Gurugram, Haryana-122015 CIN: L29304DL2019PLC347460 Website: www.ndrauto.com Email id : contact@nacl.co.in Phone No. : 9643339870-74

Annexure A

SUMMARY OF THE PROCEEDINGS OF THE 4[th] ANNUAL GENERAL MEETING

The 4[th] Annual General Meeting (AGM) of the members of NDR Auto Components Limited was held today at 11 a.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM).

Members present through VC & Other audio-visual means: 129

Mr. Sanjiv Kapur, Chairman chaired the 4[th] AGM. The business before the meeting was taken up as quorum was present at the beginning and throughout the meeting. The Chairman informed that in view of the restrictions due to outbreak of COVID-19 and considering the social distancing norms, the AGM was conducted through VC / OAVM. This Meeting was conducted in accordance with the circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI).

Mr. Vinod Kumar, Chief Financial Officer welcomed the members and briefed them on certain points relating to their participation at the Meeting through VC/ OAVM. The Directors, Auditors, Company Secretary and Secretarial Auditor and Scrutinizer were introduced. He informed Chairman of Audit Committee and Stakeholder Relationship Committee were present to reply to the shareholders query(s).

It was announced that all documents referred in Notice convening the AGM and explanatory statement and others as required under law were available for inspection during the conduct of the meeting electronically on Company's website as well as NSDL website.

The Chairman delivered the speech and explained about the performance of the Company.

With the permission of the members present, the Notice convening the 4[th] AGM and the Boards’ Report were taken as read as the same had already been circulated to the Members. As there were no qualifications in the Audit Report, and Secretarial Audit Report it was not required to be read.

In accordance with provisions of the Companies Act, 2013, and the rules framed there under and Regulation 44 of the SEBI (LODR) Regulations 2015, the Company had provided electronic facility to the members entitled to cast their vote through remote e-voting, from 9 a.m. on 15[th] July, 2023 till 5 p.m. on 18[th] July, 2023. The Company had also arranged for e-voting at the time of AGM on all 12 (twelve) resolutions forming part of the notice of the AGM for those members who had not cast their vote through remote e-voting. Mr. R S Bhatia, Company Secretary in Practice has been appointed as the Scrutinizer for the purpose of scrutinizing the process of remote e-voting held prior and e-voting during the AGM.

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 Tel.: +91 011-6654 4976

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NDR AUTO COMPONENTS LIMITED

Corporate office: Plot No.1, Maruti Joint Venture Complex, Gurugram, Haryana-122015 CIN: L29304DL2019PLC347460 Website: www.ndrauto.com Email id : contact@nacl.co.in Phone No. : 9643339870-74

The following items of Ordinary and Special businesses as contained in the Notice convening the 4[th] AGM and as listed under serial nos. 1 to 12 below were transacted through remote e- voting and through e-voting at the AGM venue:

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RESOLUTION RESOLUTION DESCRIPTION
NO.
Ordinary Business :
1. Ordinary Resolution: To adopt audited financial statements (including the
consolidated financial statements) for the year ended 31st March, 2023,
including Report of Board of Directors and Auditors
2. Ordinary Resolution: To declare Dividend on Equity Shares
3. Ordinary Resolution: To re-appoint Mr. Ayush Relan (DIN: 07716326), Director
who retires by rotation
4. Ordinary Resolution: To re-appoint Mr. Rajat Bhandari (DIN: 02154950),
Director who retires by rotation
Special Business :
5. Ordinary Resolution: Related Party Transactions with Bharat Seats Limited
6. Special Resolution: Approval to give Loan, Guarantee and Investment
7. Special Resolution: To re-appoint Mr. Pranav Relan (DIN: 07177944) as a
Wholetime Director of the Company
8. Special Resolution: To re-appoint Mr. Ayush Relan (DIN: 07716326) as a
Wholetime Director of the Company
9. Special Resolution: To re-appoint Mr. Rajat Bhandari (DIN: 02154950) as a
Wholetime Director of the Company
10. Ordinary Resolution: To increase the Authorised Share Capital of the Company
11. Special Resolution: To alter the Capital Clause of Memorandum of Association
of the Company
12. Ordinary Resolution: Issue of Bonus Shares
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Members present at the Meeting were given an opportunity to ask questions/ speak.

Three members spoke at the meeting. There were no questions raised during the meeting.

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 Tel.: +91 011-6654 4976

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NDR AUTO COMPONENTS LIMITED

Corporate office: Plot No.1, Maruti Joint Venture Complex, Gurugram, Haryana-122015 CIN: L29304DL2019PLC347460 Website: www.ndrauto.com Email id : contact@nacl.co.in Phone No. : 9643339870-74

The Chief Financial Officer informed on the e-voting process and that the consolidated voting results will be disseminated on the website of the BSE and NSE at www.bseindia.com and www.nseindia.com and NSDL and will also be made available on the Company’s Website at www.ndrauto.com, latest by 21[st] July, 2023.

The Chairman thanked the members present at the meeting. The Chairman also thanked the Directors and Auditors for joining the meeting. The e-voting was kept open for next 30 minutes to enable the members to cast their vote.

The meeting concluded at 11:25 a.m. with a vote of thanks to the Chair and e-voting concluded at 11:55 a.m.

Post completion of the Annual General Meeting, after scrutiny of votes the Scrutinizer submitted his Report. As per the report submitted by the Scrutinizer considering the consolidated results of the remote e-voting held prior and e-voting during the AGM, all resolutions (Ordinary and Special) embodied in the Notice of Annual General Meeting dated 29[th] May, 2023 were passed with requisite majority.

Based on the Scrutinizer’s Report, Chairman declared the result.

For NDR AUTO COMPONENTS LIMITED

Digitally signed by RAJAT RAJAT BHANDARI BHANDARI Date: 2023.07.19 15:28:42 +05'30'

Rajat Bhandari Executive Director and Company Secretary DIN: 0215495

Registered office: Level-5, Regus Caddie Commercial Tower, Hospitality District Aerocity, IGI Airport, New Delhi 110037 Tel.: +91 011-6654 4976