Poddar Pigments Ltd. — AGM Information 2020

Oct 9, 2020

PODDA PIGMENTS

Ref: PPL/JPR/SECT/2020-21

Date: 09.10.2020

BSE Ltd., Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Fort, MUMBAI - 400 001

National Stock Exchange of India Ltd., Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), MUMBAI - 400 051

Company Code: 524570

Company Symbol: PODDARMENT

Sub: Minutes of 29th Annual General Meeting

Dear Sirs,

Pursuant to Regulation 30 of the Listing Regulations, 2015, please find enclosed Certified True Copy of the Minutes of the 29th Annual General Meeting of the Company held on 30.09.2020.

We hope you will find the above in order.

Thanking you,

Yours faithfully For Poddar Pigments Limited

$(Navi)$ a $in$ AVP (Legal) & Company Secretary

Fncl: $a/a$

Poddar Pigments Limited

Regd. Office & Works: E-10-11 & F-14 to 16 RIICO Industrial Area, Sitapura Jaipur - 302 022 Rajasthan, India. Tel.: +91-141-2770202/03/287/291 $Fax: +91-141-2771922$ Email: jaipur@poddarpigmentsltd.com CIN: L24117RJ1991PLC006307 GSTIN: 08AAACP1125E1ZZ MINUTES OF THE PROCEEDINGS OF THE 29TH ANNUAL GENERAL MEETING OF THE MEMBERS OF PODDAR PIGMENTS LIMITED TO BE HELD ON WEDNESDAY. 30TH SEPTEMBER, 2020 AT 11.00 A. M. THROUGH VIDEO CONFERENCING ("VC")/ OTHER AUDIO VISUAL MEANS ("OAVM")

PRESENTS:

The following Directors were present through Video Conference:

• 1. Shri S.S.Poddar, Managing Director
• $2.$ Shri Gaurav Goenka, Joint Managing Director
• $31$ Shri R. K. Sureka, Director and CEO
• Smt. Lalitha Kumaramangalam, Chairperson of STCM, $\overline{4}$ . NRCM & ACM
• $51$ Shri N.Gopalaswamy, Director
• 1. Shri M.K.Sonthalia, Director
• $\sim$ 7. Shri M.Mahadevan, Director
  • 1. Smt. Mahima P. Agarwal, Director

The following Key Managerial Personnel were present through Video Conference:

• $11$ Shri Bipin Kumar Bohra, Chief Financial Officer
• Shri Navin Jain, AVP (Legal) & Company Secretary $2.$

The following Auditors were present through Video Conference:

• Shri Manish K. Garg Statutory Auditors of the Company Ι.
• Shri B. L. Patni, Practising Company Secretary, $21$ Secretarial Auditor and Scrutinizer.
• Shri Rajesh Goyal, Cost Accountants, Cost Auditor 3.
• Shri K. K. Baid, Internal Auditor of the Company $\overline{4}$

1. MEMBERS:

Total 35 Members were present, who had logged in to participate in the 29th Annual General Meeting of the Company through video conferencing. The meeting commenced at 11.00 A.M.

$\mathbf{Z}$ REPRESENTATIVE OF MEMBERS:

Total 1 Member were present through representative, who had logged in to participate in the 29th Annual General Meeting of the Company through video conferencing.

$\mathbf{3}$ . WELCOME:

On behalf of the Board of Directors, Shri Navin Jain, AVP (Legal) & Company Secretary welcomed all present at the 29th annual general meeting through video conferencing.

CERTIFIED TO BE TRUE COPY For PODDAR PIGMENTS LTD. (NavinWain) $AVP$ (Legal) $\mathscr A$ Company Socretary

MINUTES BOOK

4. OUORUM:

Shri Navin Jain, AVP (Legal) & Company Secretary informed that total 36 members having logged in were present in person and through representative through video conferencing. After ascertaining the requisite quorum, he called the meeting in order and extended a warm welcome to all the members at 29th Annual General Meeting.

Thereafter, the proceeding of the meeting were commenced.

CHAIRMAN 5.

Shri Gaurav Goenka, Joint Managing Director of the Company occupied the Chair. The chairman introduced all the Directors. Statutory Auditors, Internal Auditors, Cost Auditors, Secretarial Auditors and Senior Management personnel.

6. STATUTORY REGISTERS:

Shri Navin Jain, AVP (Legal) & Company Secretary informed that the Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170, Register of Contracts maintained under Section 189 of the Companies Act, 2013, Register of Members and other Statutory Register and all material documents relating to the explanatory statement annexed to notice convening the 29th Annual General Meeting, Auditors' Report and Secretarial Audit Report and Memorandum and Articles of Association were available for inspection by the members in electronic mode upto the date of the 29th Annual General Meeting of the Company.

NOTICE CONVEING THE 29TH ANNUAL GENERAL

With the permission of the members present at the Meeting, the notice dated 31st August, 2020 convening 29th Annual General Meeting of the Company, as circulated to the members of the Company was taken as read.

AUDITORS' REPORT 8.

Shri Navin Jain, AVP (Legal) & Company Secretary informed the members that the Auditors' Report does not contain any qualification, observations or comments on the financial transactions or matters, therefore, the same was not required to be read at the meeting. Further, he also informed the members that the Secretarial Audit Report issued by Shri Babu Lal Patni, Practising company secretary also does not contain any qualification, observations or adverse comment or remark.

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Supplied by : C. Sitaraman & Bross, Chennai - 600 01Ph : 28111516 / 28113950

MINUTES BOOK

9. CHAIRMAN'S SPEECH:

$\sim 100$

Shri Gauray Goenka, Joint Managing Director delivered his speech by giving the overall review of the working of the Company, its achievements and developments during the year under review and future prospects and concluded the speech by thanking the Corona warriors, Governments, Ministry, Members, Fellow Board Members, Customers, suppliers, other stakeholders and team of Poddar Pigments Ltd.

10. REMOTE E-VOTING & E-VOTING AT THE AGM:

Shri Navin Jain, AVP (Legal) & Company Secretary informed that in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 (voting through electronic means) of the Companies (Management and Administration) Rules 2014 and as per Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard on General Meeting (SS-2) issued by the Institute of Company Secretaries of India, as amended from time to time, the Company has provided Remote E-voting facility through Link Intime India Pvt. Ltd. (LIPL) to the members of the Company for exercising their voting rights in electronic form. The Remote E-voting started at 9.00 A.M. on Sunday, 27th September, 2020 and ended on Tuesday, 29th September, 2020 at 5.00 P.M.

It was informed that the members who had earlier not voted on the resolutions through remote e-voting were allowed to vote electronically by going on the e-voting page of Link Intime India Pvt. Ltd. (LIIPL) simultaneously while viewing the proceedings of AGM. The e-voting window remained open upto 15 minutes from the conclusion of the AGM.

11. SCRUTINISER:

The members were informed that pursuant to Section 109 of the Companies Act, 2013, Shri Babu Lal Patni, Practicing Company Secretary, having Membership No. 2304 and Certificate of Practise No. 1321 had been appointed as a scrutinizer for both, remote Evoting and e- voting process during the AGM to conduct the same in a fair and transparent manner and scrutinize the votes casted by the members and submit his report.

The Chairman informed that the results of the remote E-voting and Evoting during the AGM on each resolution shall be determined by aggregating the votes casted in favour or against the resolution. He declared that on receipt of the Scrutinizer's Report, the results on the resolution shall be declared within 48 hours after conclusion of the 29th Annual General Meeting of the Company i.e. latest by 2nd October, 2020. The results for vote on each resolution would immediately be intimated to the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited. He further stated that

CERTIFIED TO BE TRUE COPY FOR PODDAR PIGMENTS LTD. $(H)$ $H$ $H$ $H$ AVP (Legal) &

Company Secretary

the results shall be uploaded on the Company's website i.e. www.poddarpigmentsltd.com and also on the LIIPL website i.e. https://instavote.linkintime.co.in with the respective reports of the scrutinizer of the remote E-voting and e-voting during the AGM. The same will also be available at the Registered Office of the Company.

Thereafter, the following business were taken up for consideration and approval of the members:

$12.$ (A) ORDINARY BUSINESS:

ITEM NO. 1. (AS AN ORDINARY RESOLUTION):

TO CONSIDER AND ADOPT THE AUDITED FINANCIAL STATEMENT OF THE COMPANY FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2020 AND THE REPORTS OF THE BOARD OF DIRECTORS' AND AUDITORS' THEREON:

"RESOLVED THAT the Audited Financial Statement of the Company for the year ended 31st March, 2020 and Balance Sheet as at that date and the Directors' and Auditors' Report thereon be and are hereby approved and adopted."

ITEM NO. 2. (AS AN ORDINARY RESOLUTION):

TO APPOINT A DIRECTOR IN PLACE OF SMT. MAHIMA P. AGARWAL (DIN: 03588809), DIRECTOR, WHO RETIRES BY ROTATION AND BEING ELIGIBLE, OFFERS HERSELF FOR RE-APPOINTMENT

"RESOLVED THAT Smt. Mahima P. Agarwal (DIN: 03588809), Director, retiring by rotation and being eligible, be and is hereby reappointed as Director of the Company.'

(B) SPECIAL BUSINESS:

ITEM NO. 3. (AS AN ORDINARY RESOLUTION):

TO RATIFICATION OF REMUNERATION TO COST AUDITOR

"RESOLVED THAT, under the provision of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 14 of Companies (Audit & Auditors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration to M/s K. G. Goyal & Associates, Cost Accountants, Jaipur, (Firm Registration Number 000024) as Cost Auditors appointed by the Board of Directors of the Company for the Financial Year 2020-21, fixed at Rs. 55000/- (Rupees Fifty-Five Thousand only) and Taxes as applicable be and is hereby ratified."

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13. QUESTION & ANSWER SESSION:

Speaker-shareholders asked certain questions regarding The operations of the company, future plans, etc. and thereafter Shri R. K. Sureka, Director & CEO responded to the queries raised by the Members. All questions/ clarifications of Members have been satisfactorily addressed.

14. RESULTS OF THE REMOTE E-VOTING AND $\Gamma$ -VOTING AT THE AGM:

On the basis of the Consolidated Scrutinizer's Report dated 1st October, 2020, the summary of which is mentioned hereunder. The Chairman announced the results of voting on 1st October, 2020 that all the resolutions for the businesses as set out in the Item No. 1 to 3 in the Notice of the 29th Annual General Meeting of the Company have been duly passed with requisite majority:

Sr.No.	of 1TypeResolutionOrdinary/Special	Particulars	Votes in favourof the ResolutionNos.	%0ſVotes infavour.	theNo$S_{-}$	Votes againstResolution%۵fVotesinagainst	Result
$\mathbf{1}$	Ordinary	considerToand adopt theAuditedFinancialStatementofthe CompanyfогtheFinancial yearended31stMarch,2020andtheReports of theBoardofDirectors' andAuditors'thereon	6669781	100	$\mathbf 0$	$\mathbf 0$f.	Carried byMajority
$\overline{2}$	Ordinary	To appoint aDirector$\mathbf{m}$place of Smt.MahimaΡ.Agarwal (DIN:03588809),Director, whoretiresbyrotationandbeing eligible,offersherselfforre-appointment.	6669781	100	$\Omega$	0	Carried byMajority

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FOR PODDAR PIGMENTS LTD.

(NANDVaip) $A$ (legal) $\ell$ Company Secretury

CHAIRMAN'S

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MINUTES BOOK

з	Ordinary	To ratification 6669781٥f	100		Carried byMajority
		remunerationCosttoAuditor.

The resolutions for the ordinary and special businesses as set out in Item No. 1 to 3 in the Notice of the 29th Annual General Meeting, duly approved by the members are recorded as part of the proceedings of the 29th Annual General Meeting held on 30th September, 2020.

The meeting was concluded at 11.44 a.m. with a vote of thanks to the Chair.

Minutes were entered in the Minute Book on 01.10.2020.

(GAURAV GOENKA) CHAIRMAN DIN: 00375811

Place: Chennai Date: 08.10.2020

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