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Netlink Solutions (India) Ltd. AGM Information 2020

Sep 23, 2020

62836_rns_2020-09-23_59891da7-02b9-482f-b13f-680e727921f9.pdf

AGM Information

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Date: September 23, 2020

To,

BSE Limited

25[th] Floor, P.J. Towers, Dalal Street, Fort, Mumbai– 400 001

Subject: Compliance with Regulations 30 of the Securities and Exchange Board of India (Listing Regulations & Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) – Proceedings of the Annual General Meeting Dear Sir,

This is to inform you that 35[th] Annual General Meeting (“AGM”) of M/s. Netlink Solutions (India) Limited was held on Wednesday, September 23, 2020 at 11.00 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) on account of outbreak of Covid-19 (Coronavirus) Pandemic, deemed venue was 507, Laxmi Plaza, Laxmi Industrial Estate, New Link Road, Andheri (W), Mumbai- 400053. The meeting was held in compliance with the General Circular numbers 20/2020, 14/2020, 17/2020 issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and SEBI Listing Regulations.

As per the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Company had provided the facility of remote E-voting to the shareholders to enable them to cast their vote electronically to the resolutions proposed in the notice of the 35[th] AGM. The Remote E-voting was open from Friday, September 18, 2020 at 9.00 a.m. (IST) to Tuesday September 22, 2020 at 5.00 p.m. (IST) and e-voting conducted at the AGM .

Pursuant to provisions of Section 107 of the Act, there was no voting on the Resolutions by Show of Hands at the AGM and voting at the AGM was therefore conducted through e-voting.

The Board of Directors had appointed Ms. Bhavyata S Acharya, Partner, M/s. Siroya and BA Associates, Practicing Company Secretaries (Membership No. A25734), having office at A-103, Samved Building (Madhukunj), near Ekta Bhoomi Gardens, Rajendra Nagar, Borivali (E), Mumbai – 400 066, as Scrutinizer for E-Voting and E-voting process

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at the AGM; Ms. Bhavyata has carried out the scrutiny of all the electronic votes and she will submit her Report within 48 hours of the conclusion of AGM.

In this regard, please find enclosed the proceeding of the 35[th] Annual General Meeting of the Company pursuant to Regulation 30 of the SEBI Listing Regulations.

Kindly take the same on record.

Thanking you, Yours Faithfully, For Netlink Solutions (India) Limited

MINESH Digitally signed by MINESHVASANTLAL MODI DN: cn=MINESH VASANTLAL VASANTLA MODI, c=IN, st=Maharashtra,o=Personal, serialNumber=59c849b5fc318e4f6 L MODI ad646054a609e3891538ced7465231907b0763786761c91 Date: 2020.09.23 14:15:09 +05'30'

Minesh Modi Chairman cum Whole Time Director DIN: 00378378

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Proceeding of the 35[th] Annual General Meeting of the Company pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

The 35[th] Annual General Meeting (“AGM” or “Meeting”) of the Members of Netlink Solutions (India) Limited (“The Company”) was held on Wednesday, September 23, 2020, at 11.00 a.m. through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) on account of outbreak of Covid-19 (Coronavirus) Pandemic, deemed venue was the registered office of the Company at 507, Laxmi Plaza, Laxmi Industrial Estate, New Link Road, Andheri (W), Mumbai- 400053. The meeting was held in compliance with the General Circular numbers 14/2020, 17/2020, 20/2020, 22/2020, issued by the Ministry of Corporate Affairs (MCA) and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India (SEBI) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and SEBI Listing Regulations.

The Company Secretary welcomed all the Members present through VC. She informed the members that in view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its General Circular No. 20/2020 dated May 5, 2020, read with the circulars dated April 8, 2020, April 13, 2020 and June 15, 2020 issued by the Ministry of Corporate Affairs (MCA) and in accordance with circular dated May 12, 2020 issued by the Securities and Exchange Board of India providing relaxations to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (collectively “Applicable Circulars”), permitted the holding of the Annual General Meeting (“the Meeting”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MCA Circulars and SEBI Circular, the Meeting of the Company is held through VC and the Company had taken all requisite steps to enable Members to participate and vote on the items being considered in the AGM. She informed the Members about some basic instructions with respect to the participation at the AGM through VC. She further informed the Members about the presence of Directors, Scrutinizer and representative of Statutory Auditors and Secretarial Auditor. The Members were apprised about the availability of all the requisite statutory registers and

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other relevant documents as referred in the notice and the explanatory statement in electronic mode.

The Company Secretary introduced the Chairman of the Board and requested him to take the Chair.

Mr. Minesh Modi, Chairman cum Whole Time Director of the Board, Chaired the meeting. He welcomed the members present at the meeting and introduced the Directors and Key Executives of the Company attending the Meeting through VC. The requisite quorum being present, Chairman called the meeting to order. All the Directors including Chairman, Mr. Minesh Modi, Ms. Rupa Modi, Executive Director and Chief Financial Officer, the Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee Mr. Yogesh Girnara, are present through Video Conferencing from their respective locations except Mr. Rajendra Lokhare and Premnath Mishra who are unable to attend the meeting due to their pre-occupation..

As per the attendance record, 20 Members were present including Two Directors who were also Shareholders.

It was further informed that, there are no qualifications, observations or adverse comments in the Auditor’s Report on the financial statements and Secretarial Audit Report for the financial year ended March 31, 2020. The notice of the 35[th] AGM, Report of the Board of Directors, Auditors Report and Secretarial Audit Report were taken as read with the permission of the Members present.

He further informed that pursuant to MCA and SEBI Circulars the facility to appoint proxy to attend and cast vote on behalf of the Members is not available.

He further informed the Members that the Company, in accordance with the Companies Act, 2013 & SEBI Listing Regulations, had provided facility to all the Members as on September 16, 2020 ("the Cut-off Date") to exercise their votes on the items of business given in the Notice through remote electronic voting system provided by the National Securities Depository Limited. The remote e-voting period commenced on Friday, September 18, 2020 at 9.00 A.M. (IST) and concluded on Tuesday, September 22, 2020 at 5.00 P.M. (IST). The Chairman apprised the Members about the availability

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of e-voting system during the AGM for those present in the AGM and who have not cast their votes through remote e-voting.

The Chairman preceded towards the agenda items as per the Notice

The following items of business as laid down in the Notice of 35[th] AGM dated August 18, 2020, were transacted at the meeting:

  1. To receive, consider and adopt Audited Financial Statements of the Company for the Financial Year ended 31st March, 2020 including the Audited Balance Sheet as at 31st March, 2020 and the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.

  2. To appoint a Director in place of Ms. Rupa Modi (DIN 00378383) who retires by rotation and being eligible, offers herself for re-appointment.

  3. Re-appointment of Mr. Minesh Modi as a Whole Time Director of the Company w.e.f. July14, 2020 for a period of 3 years by a Special Resolution.

  4. Re-appointment of Mrs. Rupa Modi as an Executive Director of the Company w.e.f. July 26, 2020 for a period of 3 years by a Special Resolution.

The Chairman invited Members who had registered themselves as speakers to ask questions or express their views. The Chairman informed that no such request received by the Company.

No queries were raised by the Members present in the meeting

The Chairman instructed that the e-voting window shall remain open for another 15 minutes and requested the Members who have not already voted to vote through e voting system before the said time.

It was also informed to the Members that there would be no voting by “show of hands”.

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The Board of Directors had appointed Ms. Bhavyata S Acharya of M/s. Siroya and BA Associates, Company Secretaries (Membership No. A25734), as Scrutinizer for Remote E-voting and E-voting process at the 35[h] AGM.

The e-voting on the resolutions was conducted through remote e-voting and e-voting during the AGM.

It was announced that the voting results for the resolutions would be declared within 48 hours of the conclusion of AGM on receipt of the Scrutinizer's report and the Results/ Scrutinizer's report will be placed on the website of the Company, and the same shall also be submitted to the Stock Exchanges in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Chairman requested NSDL to unmute Members present at the meeting so that they can ask query, if any. NSDL unmuted all the Members. However, no queries were asked by them.

The Chairman thereafter thanked the Members for attending and participating in the Meeting.

The Results of remote e-voting and e-voting during the AGM along with the scrutinizers report shall be disseminated to the stock exchanges separately.

The meeting commenced at 11:10 AM (IST) and concluded at 11:45 AM (IST) (including time allowed for evoting at AGM).

For Netlink Solutions (India) Limited

MINESH Digitally signed by MINESHVASANTLAL MODI DN: cn=MINESH VASANTLAL VASANTL MODI, c=IN, st=Maharashtra,o=Personal, serialNumber=59c849b5fc318e4f6 AL MODI ad646054a609e3891538ced7465231907b0763786761c91 Date: 2020.09.23 14:15:33 +05'30'

Minesh Modi Chairman cum Whole Time Director DIN : 00378378

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