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NOCIL Ltd AGM Information 2021

Aug 4, 2021

60460_rns_2021-08-04_b902a414-bdfc-47f9-9fe5-de10f0a50d2a.pdf

AGM Information

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Regd. Office : Mafatlal House, 3rd Floor, H. T. Parekh Marg, w Backbay Reclamation, Churchgate, Mumbai - 400 020, India. Tel.: +91 22 6657 6100, 6636 4062 Fax +91 22 6636 4060 '(\ (;/ Website: www.nocil.com CIN No. L99999MH1961PLC012003 ARVIND MAFATLAL GROUP Email: [email protected] T he ethics of excellence

Date: 4th August 2021

The Bombay Stock Exchange Limited "P.J. Towers" Dalal Street Mumbai-400 001 Stock Code: 500730

The National Stock Exchange of India Ltd. Exchange Plaza Bandra Kurla Complex, Bandra (East) Mumbai-400 051 Symbol: NOCIL

Dear Sir,

Sub: Proceedings of the 591 hAnnual General Meeting ('AGM') of NOCIL Limited ('the Company') for FY 2020-21

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a summary of proceedings of 59t1i Annual General Meeting of the Company held on Tuesday, 3rd August 2021 at 02.30 p.m. through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM").

You are requested to kindly take above information on your records.

Thanking You.

Yours truly,

For NOCIL Limited

ce President (Legal) and Company Secretary

Place: Mumbai

Amit

Encl: as above

SUMMARY OF THE PROCEEDINGS OF 59rn ANNUAL GENERAL MEETING (' AGM') OF THE COMPANY

The 591 hAnnual General Meeting of the Company was held on Tuesday, 3rd August 2021 at 02.30 p.m. through Video Conferencing and the venue of the meeting was deemed to be the registered office of the Company situated at Mafatlal House, H.T. Parekh Marg, Backbay Reclamation, Churchgate, Mumbai - 400020.

Mr. Hrishikesh A. Mafatlal, Chairman of the Company Chaired the proceedings of the meeting in respect of agenda item no. was 1,2, 4 an<l 6. Where Mr Rohit Arora, Independent Director chaired the meeting with respect to agenda item no. 3 and 5.

The Chairman called the meeting to order as requisite quorum was present. The Chairman introduced the Directors, Key Managerial Personnel and the invitees present at 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 Video Conferencing ('VC') I Other Audio-Visual Means ('OAVM'). This meeting has been convened and being conducted in accordance with the circulars issued by Ministry of Corporate Affairs and Securities and Exchange Board of India ('SEBI'). The Chaimrnn informed that the Company had tied up with National Securities Depositories Limited ('NSDL') to provide facility for voting through remote evoting, e-voting during the AGM and participation in the AGM through VC I OAVM facility.

The Chairman informed the members that the Report of Board of Directors, Audited (Standalone and Consolidated) Statements of Profit and Loss, Cash Flow Statement of the Company for the Financial Year ended March 31, 2021 and the Balance Sheet as at March 3 I, 202 1 and the Reports of the Directors and the Auditors thereon and the Notice convening the 59th AGM were taken as read as the same had already been circulated to the members. The Chairman requested the Company Secretary to read out the summary of the Auditors Report . There were no qualifi cations, observations or adverse comments on financial statements and matters, which have any material bearing on the functioning of the Company.

The Chainnan 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 Meeting. The remote e-voting commenced on Thursday 291 h July 2021at09.00 a.m. and ended on Monday 2nd August, 2021at05.00 p.m. 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 prior to the meeting and the voting facility will continue to be available for 30 minutes after the conclusion of the meeting.

The Company had appointed Mr. Makarand Joshi, Partner of M/s Makarand M. Joshi & Co., Practicing Company Secretaries, as the Scrutinizer for the purpose of scrutinizing the process of remote e-voting held prior and e-voting during the AGM.

Based on the Scrutinizer's Report, the members have passed the following Resolutions as set out in the Notice convening the 59th AGM of the Company:

S.No. Item Description Type ofResolution Approval
Ordinary business
1. ofAdoptiontheaudited(StandaloneandConsolidated) Statements of Profit and Loss, CashFlow Statement of the Company for the FinancialYear ended March 31, 2021 and the Balance·Sheet as at March 31, 2021 and the Reports of theDirectors and the Auditors thereon. Ordinary Resolution Requisite majority
2. Declaration of dividend on equity shares. Ordinary Resolution Requisite majority
3. Appointment of a Director m place of Mr.Priyavrata H. Mafatlal (holding DIN: 02433237),who retires by rotation and being eligible offershimself for re-appointment.I Ordinary Resolution Requisite majority
S.No. Item Description Type ofResolution Approval
Special business
4. ofRe-designationVilasRGupteMr.(DIN:OOOl 1330), Director , as an IndependentDirector for a period of five years with effect fromMay 27,2021. Special Resolution Requisite majority
5. Re-appointment of Mr. Hrishikesh A Mafatlal(holdingDIN:00009872)astheExecutiveChairman for a period of five years with effectfrom August 19,2021 Special Resolution Requisite majority
6. Ratification of the remuneration to Mis. KishoreBhatia & Associates, Cost Auditors for FinancialYear 2021-22. Ordinary Resolution Requisite majority

On the invitation of the Chairman, members who had registered themselves as speakers, addressed the meeting through VC I OA VM and sought clarifications on the Company's accounts and businesses. The Chairman responded to the queries of the members and provided clarifications.

Thereafter, the Chairman announced for voting to be taken electronically (e-voting) and requested Mr. Makarand M. Joshi, the Scrutinizer for the orderly conduct of the voting.

The Chairman announced that the e-voting results along with the consol idated Scrutinizer's Report shall be informed to Stock Exchanges and also be placed on the website of the Company, NSDL and Stock Exchanges. The meeting concluded at 4.10 p.m. after being open for 30 minutes fore-voting to be completed.

We request you to take the above on your records and treat this as compliance with Part A of Schedule III under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

Thanking you,

Yours truly,

For NOCIL Limited

i as Assistant Vice President (Legal) and Company Secretary

Place: Mumbai