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Nitiraj Engineers Limited — AGM Information 2023
Sep 25, 2023
61348_rns_2023-09-25_3fb8358c-6a01-4c66-8028-ac7920a993c7.pdf
AGM Information
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Date – 25/09/2023
To, The Manager Listing & Compliance Department, National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Plot No. C/1, G Block, Bandra - Kurla Complex, Bandra, Mumbai- 400051. (Maharashtra)
(Stock Symbol - NITIRAJ ISIN - INE439T01012)
Dear Sir/Madam,
Sub.: Compliance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") - Summary of Proceedings of the 24[th] Annual General Meeting.
We wish to inform you that the 24[th] Annual General Meeting ("AGM") of the Company was held on Monday, 25[th] September, 2023 through Video Conferencing ("VC") / Other Audio Visual Means("OAVM") in terms of the General Circulars No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021, and 21/2021 dated December 14, 2021, and subsequent circulars issued in this regard, the latest being 02/2023 dated May 5, 2023, issued by the Ministry of Corporate Affairs (,MCA Circulars') and Circular dated May 13, 2023, issued by the Securities and Exchange Board of India (,SEBI Circular'), and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations"). The proceedings of the 24[th] AGM were deemed to be conducted at the Registered Address 306 A Babha Bldgn M Marg Near Police Station Na Mumbai MH 400011 IN.
Meeting was started at 12.45 PM (IST) instead of the scheduled time of 12.30 PM (IST) due to lack of quorum.
As per the provisions of the Companies Act and SEBI Listing Regulations read with the aforesaid MCA Circulars, the Company had provided the facility of remote e-voting and e-voting at the 24[th] AGM to the Shareholders to enable them to cast their vote electronically on the Resolutions proposed in the Notice of the 24[th] AGM. The remote e-voting was open from Friday, 22[nd] September, 2023 (9.00 AM IST) to Sunday, 24[th ] September, 2023 (5.00 p.m. IST).
The Board of Directors had appointed CA Piyush Agrawal, Chartered Accountant, as the Scrutinizer for the remote e-voting and e-voting at the 24[th] AGM. CA Piyush Agrawal shall carry the scrutiny of all the electronic votes received upto 5.00 p.m. (IST) on Sunday, September 24[th] , 2023 and e-voting at the 24[th] AGM and shall submit his report within two working days from conclusion of the AGM.
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In this regard, please find enclosed the summary of proceedings of the 24[th] AGM of the Company pursuant to Regulation 30 of the SEBI Listing Regulations given as Annexure -I.
Kindly take the same on record and acknowledge the receipt.
Thanking You,
Yours Sincerely, For Nitiraj Engineers Limited
DEEPIKA Digitally signed by DEEPIKA AMIT AMIT DALMIYA Date: 2023.09.25 DALMIYA 18:08:33 +05'30'
Dipika Dalmiya Company Secretary & Compliance Officer M. No. A58029
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Summary of the Proceedings of the 24[th] Annual General Meeting ("AGM") of Nitiraj Engineers Limited held through Video Conferencing and Audio-Visual Means on Monday, September 25, 2023.
Meeting Day, Date, and Time : Monday, September 25, 2023, at 12.45 PM (IST). The Meeting concluded at 1.08 PM.
Mode: Through Video Conferencing (VC) and Audio-Visual Means (OVM), which was held in compliance with the General Circulars No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021, and 21/2021 dated December 14, 2021, and subsequent circulars issued in this regard, the latest being 02/2023 dated May 5, 2023, issued by the Ministry of Corporate Affairs (‘MCA Circulars')and Circular dated May 13, 2023, issued by the Securities and Exchange Board of India (SEBI Circular), and as per the applicable provisions of the Companies Act, 2013 and the Rules made there under and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations").
Members attending the Meeting: 15 Members were attended the meeting virtually in person/through authorized representatives. In terms of the MCA circulars and SEBI circular, the requirement of appointing proxies was not applicable.
The 24[th] Annual General Meeting ('AGM') of Nitiraj Engineers Limited (the "Company"), was held on Monday, September 25, 2023 at 12:45 P.M. through Video Conferencing/Other Audio-Visual Means in compliance with the Circulars issued by the Ministry of Corporate Affairs ("MCA"), the Securities and Exchange Board of India ("SEBI").The proceedings of the AGM were deemed to be conducted at Factory address of the company at Registered Address 306 A Babha Bldgn M Marg Near Police Station ,Na Mumbai MH 400011 IN. which was the deemed venue of the AGM.
Quorum: The requisite quorum as required under Section 103 of the Companies Act, 2013 was present throughout the meeting.
All the directors were present at the meeting through Video Conference and Other Audio Visual. Mr. Rajesh Bhatwal Managing Director of the company chaired the meeting after ascertaining the quorum.
The Chief Financial Officer welcomed the Members at the 24[th] AGM of the Company.
The Chief Financial Officer, Mr. Kailash Agrawal informed the Members that, the 24[th] Annual General Meeting of the Company was convened through Video Conferencing or Other Audio-Visual Means, in accordance with circulars issued by the Ministry of Corporate Affairs (MCA) in this regard and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
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The Chief Financial Officer welcomed the Shareholders and introduced members of the board at the 24[th] AGM of the Company. All the Board of Directors were present at the meeting at the 24[th] AGM.
The Chief Financial Officer further welcomed the Statutory Auditors, Sharp Aarth & Co LLP Chartered Accountants and Secretarial Auditors, D Sagar & Associates, Company Secretaries, Scrutinizer CA Piyush Agrawal and confirmed the presence of Company Secretary of the Company at the 24[th] AGM.
The Chief Financial Officer informed the Members that, in terms of the MCA circulars and SEBI circular, the requirement of appointing proxies were not applicable, while other statutory registers, books and records were available for inspection electronically.
He mentioned that the Auditors Report as well as Secretarial Auditors Report did not contain any qualification, observation or adverse comment; hence, it was not required to read these Reports at the meeting. With the consent of the Members, the Notice convening the 24[th] AGM along with the Annual Report 2022-23 as already circulated with members were taken as read.
The Chief Financial Officer, informed the Members that the Company had provided the facility of "remote e-voting" for voting on the resolutions contained in the Notice calling the AGM. The remote e- voting commenced from Friday, September 22, 2023 (9.00 a.m. IST) and ended at Sunday, September 24, 2023 (5.00 p.m. IST). He also informed that the Company has provided the facility to vote at the meeting through e-voting platform of NSDL to those Members who did not exercise their vote through remote e-voting. He further informed that CA Piyush Agrawal were appointed as the Scrutinizer for remote e-voting as well as e-voting at the AGM and they would hand over the combined report on voting within two working days of conclusion of the AGM.
After that Mr. Rajesh Bhatwal Managing Director of the company addressed to shareholder and read out letter to shareholder.
After that Chief Financial Officer Mr. Kailas Agrawal read the items of business as mentioned in the Notice convening the 24[th] AGM, which were put to vote through remote e-voting and e-voting at the 24[th] AGM, given as follows:
| SrNo | Business conducted at the24thAGM | Type of Resolution |
|---|---|---|
| 1 | To receive, consider and adopt Standalone and Consolidated Audited Financial statements including Profit and Loss Account Balance Sheet, for the year ended on 31stMarch, 2023 along with DirectorsReport andAuditedReport ofthe Company. |
Ordinary Resolution |
| 2 | To Re-Appoint M/s. SHARP AARTH & CO, Chartered Accountants StatutoryAuditors andFix Their Remuneration |
Ordinary Resolution |
| 3 | Mr. Yi Hung Sin who retire by rotation and being eligible for reappointment, offershimself for re-appointment. |
Ordinary Resolution |
The Chief Financial Officer deliberated the members about the performance of the Company in the financial year 2022-23, highlighting the performances of the Electronic Weighing Machine, Cash Counting Machine, Home Security systems in India as well as international businesses and impact on the business, further informed that And new products like Protective face shield, UV Sterilizer, and much more as well as Company is also entering in various other segment n related there to.
He further conveyed thanks for continued trust in the Company.
Then Speaker Shareholders Mr. Vinod Agrawal and Mr. Mahesh Makhija communicate with Managing Director of the company and appreciated work and growth of the company.
The Chief Financial Officer informed that the Company Secretary of the Company authorised to receive the voting results and intimate the same to the stock exchanges in accordance with the requirements prescribed under the Companies Act, 2013 and other applicable laws.
The Chief Financial Officer stated that the consolidated results of the remote e-voting and e-voting at the AGM venue would be announced within 2 working days of the conclusion of the meeting and the results along with the Scrutinizer's Report would be intimated to the Stock Exchanges in terms of the Listing Regulations and would be placed on the website of the Company and National Stock Exchange of India (NSE).
The Chief Financial Officer then thanked the Members for their continued support and for attending and participating in the meeting. He also thanked the Directors for joining the meeting virtually.
The Chief Financial Officer informed the members that the e voting process will continue for the next 15 minutes and will be disabled automatically. Thereafter the meeting was concluded with a vote of thanks to the chair by Mr. Kailas Agrawal, Chief Financial Officer and declared the meeting as concluded at 1.08 P.M.
Yours Sincerely, For Nitiraj Engineers Limited
DEEPIKA Digitally signed by DEEPIKA AMIT AMIT DALMIYA DALMIYA Date: 2023.09.25 18:09:25 +05'30'
Dipika Dalmiya Company Secretary & Compliance Officer M. No. A58029