Rajkamal Synthetics Ltd. — Call Transcript 2024

Oct 7, 2024

RAJKAMAL SYNTHETICS LIMITED CIN : L45100MH1981PLC024344

Regd. Off.: 411, Atlanta Estate Premises Co. Op. Soc. Ltd, G.M Link Road, Goregaon (East), Mumbai – 400063.

Email : rajkamalsynthetics@gmail.com Contact No. 022-48255368,46056970.

Date: October 07, 2024

To, BSE Limited The General Manager, Listing Department Department of Listing Operations, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Trading Symbol: RAJKSYN Scrip code: 514028

Dear Sir/ Madam,

Subject: Transcript of 43[rd] Annual General Meeting of Rajkamal Synthetics Limited .

Please find enclosed the transcript of the 43[rd] Annual General Meeting of the Company held on Monday, September 30, 2024 at 02:00 PM IST Video Conferencing (“VC”)/ Other AudioVisual Means (“OAVM”).

Further, the transcript has been uploaded on the website of the Company i.e. https://www.rajkamalsynthetics.com/ .

This is for your information and records.

Thanking You.

Yours Faithfully,

For Rajkamal Synthetics Limited

ANKUR AJMERA

Digitally signed by ANKUR AJMERA Date: 2024.10.07 16:31:52 +05'30'

Ankur Ajmera Managing Director & CEO (DIN: 07890715)

Encl: a/a

RAJKAMAL SYNTHETICS LIMITED CIN : L45100MH1981PLC024344

Regd. Off.: 411, Atlanta Estate Premises Co. Op. Soc. Ltd, G.M Link Road, Goregaon (East), Mumbai – 400063.

Email : rajkamalsynthetics@gmail.com Contact No. 022-48255368,46056970.

TRANSCRIPT OF THE 43[RD ] ANNUAL GENERAL MEETING OF RAJKAMAL SYNTHETICS LIMITED HELD ON MONDAY, SEPTEMBER 30, 2024 AT 02:00 PM.

Tech Support: Please start Sir

Mr. Ankur Ajmera Managing Director and CEO : Hello, Can I start

Director : Yes Sir Please Start

Mr. Ankur Ajmera : A very good afternoon and I welcome you all on behalf of your company Rajkamal Synthetics Limited to the 43rd Annual General Meeting which is conducted through Video Conferencing/Other Audio-Visual Means in compliance with the circulars issued by the Ministry of Corporate Affairs and SEBI through the platform provided by CDSL.

Before we commence the proceedings may I Introduce and I confirm the presence of my Collegues on Board and other Senior Official of your Company:

• Mr. Arihant Jain, Executive Director and CFO,

• Mr. Pankaj Kumar Sacheti, Non-Executive Independent Director,

• Mr. Atul Kumar Saboo, Non-Executive Independent Director and Chairperson of the Audit Committee and the Nomination & Remuneration Committee,

• Mr. Santoshkumar V. Bhandari, Non-Executive Independent Director and Chairperson of the Stakeholder Relationship Committee.

• Ms. Mumal Kanwar, Executive Director,

• Ms. Archana Agrawal, Company Secretary,

I would also like to extend a warm welcome to the representatives of M/s ADV & Associates, our Statutory Auditors, and M/s. Vaibhav Kakkad & Associates, the Secretarial Auditors, Mr. Keyur Ghelani our Secretarial Auditor and also who has been appointed as Scrutinizer to scrutinize the e-voting process as well as e-voting during the AGM, in a fair and transparent manner.

Please note that I am the Stakeholder.

I hereby request scrutinizer to take a note on the same and consider our attendance while counting the votes.

Notice of the Forty-third General Meeting along with Annual Report containing Director’s report, Auditor report, Secretarial Audit Report, Explanatory Statement, Management discussion and Analysis was circulated to the member on September 10, 2024.

This year has been one of significant challenges and achievements for the company, and I thank each of you and your continued trust, support, and commitment.

RAJKAMAL SYNTHETICS LIMITED CIN : L45100MH1981PLC024344

Regd. Off.: 411, Atlanta Estate Premises Co. Op. Soc. Ltd, G.M Link Road, Goregaon (East), Mumbai – 400063.

Email : rajkamalsynthetics@gmail.com Contact No. 022-48255368,46056970.

Further, Further the Company has also Announced Issue of Shares on Preferential Basis in the Board meeting held on 16[th] September, 2024 to raise funds and intimated to the Stock exchange. Company is also looking forward to expansion in manufacturing, Trading Segments, further Acquisitons and engagement with startups are also in pipeline.

I would like to take a moment to reflect on the financial year that ended on March 31, 2024. Despite the challenges we faced, we were able to achieve

COMPANY PERFORMANCE:

The key highlights pertaining to the business of the Company for the financial the year ended have been given hereunder.

The Company generated revenue including other income of Rs 39.61 lakhs as against Rs. 37.06 lakhs in the previous year. The Company incurred a Profit after tax of Rs. 15.16 Lakh during the year as against a profit of Rs. 14.01 lakh in the previous year.

DIVIDEND AND RESERVES

With a view to conserve reserves, your directors do not recommend any dividend for the financial year ended March 31, 2024.

FINANCIAL GROWTH AND RESULTS

• Revenue from operations for this financial year is 10.61

• PBT ratio for this financial year is 37.31%

• PAT ratio for this financial year is 38.06%

• EPS is basic 0.23 and diluted 0.23 as compared to of previous year 0.22

• All the above parameters show that your Company has been able to grow at a good rate.

Now, I shall proceed with the formal business of this meeting, and as a reminder, the e-voting facility was provided to all shareholders for participation in the resolutions we will discuss today.

Further, we hereby have 3 ordinary business and 3 special business in this AGM

Ordinary business:

1. Adoption of Financial Statements

2. Re-Appointment of Director liable to retire by rotation

3. To approve Appointment of Statutory Auditors

RAJKAMAL SYNTHETICS LIMITED CIN : L45100MH1981PLC024344

Regd. Off.: 411, Atlanta Estate Premises Co. Op. Soc. Ltd, G.M Link Road, Goregaon (East), Mumbai – 400063.

Email : rajkamalsynthetics@gmail.com Contact No. 022-48255368,46056970.

Special Business:

1. To approve appointment of Ms. Mumal Kanwar as an executive director of the company.

2. To approve appointment of Mr. Arihant Jain as an executive director and as a chief financial officer of the company.

3. To approve Appointment of Mr. Atul Saboo as non-executive & independent director of the company.

to be put forward to members of the Company for their approval.

E-voting is active for the shareholders who have not cast their votes through remote e-voting and can cast their vote now.

For Ordinary business , As per SS 2, since there are no adverse remarks or qualifications in Auditors Report and Secretarial Audit Report, financial statement shall be considered as read.

For Ordinary business , Mr. Ankur Ajmera (DIN: 07890715) who retires by rotation, in terms of Section 152(6) of the Companies Act, 2013, has been re-appointment as a Director of the Company.

For Ordinary business 3 , Appointment of M/s. ADV & Associates, Chartered Accountants, having Firm Registration as Statutory Auditors of the Company in terms of Sections 139, 142 of the Companies Act, 2013 and other applicable provisions, if any, for the Consecutive term of five years, from the conclusion of this 43rd Annual General Meeting till the conclusion of the 48th Annual General Meeting to be held in the year 2029.

For Special Business ,

Ms. Mumal Kanwar has been appointed as the Executive Director of the Company for a period of 5 years with effect from June 18, 2024 to June 17, 2029 .

Remuneration not exceeding of Rs. Rupees Seven Lakh Twenty thousand per annum payable monthly for a period of 3 years with effect from June 18, 2024 to June 17, 2027

The annual remuneration of Ms. Mumal Kanwar and other such directors may vary or increase the limits 5% of net profit or 10% of the net profits to all directors taken together.

For Special Business 5 ,

Appointment of Mr. Arihant Jain, as Executive Director and Chief Financial Officer of the Company liable to retire by rotation, for a term of five years, i.e., from July 11, 2024 to July 10, 2029.

RAJKAMAL SYNTHETICS LIMITED CIN : L45100MH1981PLC024344 Regd. Off.: 411, Atlanta Estate Premises Co. Op. Soc. Ltd, G.M Link Road, Goregaon (East), Mumbai – 400063. Email : rajkamalsynthetics@gmail.com Contact No. 022-48255368,46056970.

Remuneration not exceeding Rs. Rupees Seven Lakh Eighty thousand per annum payable monthly for a period of 3 years with effect from July 11, 2024 to July 10, 2027 .

The aggregate annual remuneration of Mr. Arihant Jain and other such directors may vary or increase the limits 5% of net profit 10% of the net profits to all directors taken together.

For Special Business 6 ,

To approve Appointment of Mr. Atul Based Saboo as Non-Executive Independent Director of the Company to be put forward to members of the company for their approval.

e-Voting is active for the shareholders who have not cast their vote through remote e-voting and can cast their vote now.

For ordinary business as they are no adverse or qualifications in Auditors Report and Secretarial Audit Report, financial statement shall be considered as read. For ordinary business to.

Based on Recommendation by Nomination and Remuneration Committee Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 Mr. Atul Kumar Saboo shall hold office up to the date of this AGM and is eligible to be appointed as a Non-Executive & Independent Director of the company to hold office for a term five consecutive years commencing from September 05, 2024 whose period of office will not be liable to determination by retirement of directors by rotation.

Mr. Atul Kumar Saboo has given his declaration to the Board, inter alia, that (i) he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (ii) is not restrained from acting as a Director by virtue of any Order passed by SEBI or any such authority and (iii) is eligible to be appointed as a Director in terms of Section 164 of the Act. He has also given his consent to act as a director.

The above resolutions, cannot be proposed or seconded or cannot be put to vote by show of hands as facility of e-voting is available.

There is no speaker shareholder registration requests received.

I hereby take this opportunity to thank the shareholders, employees, auditors, customers, suppliers, bankers, business partners, associates, financial institutions and central and state governments for their consistent support to the Company. Your trust in the Board and management helps us drive the company towards future growth.

The 43[rd] AGM of your company comes to an end.

E-voting lines are open for another 15 mins.

Thank you so much.

RAJKAMAL SYNTHETICS LIMITED

CIN : L45100MH1981PLC024344

Regd. Off.: 411, Atlanta Estate Premises Co. Op. Soc. Ltd, G.M Link Road, Goregaon (East), Mumbai – 400063. Email : rajkamalsynthetics@gmail.com Contact No. 022-48255368,46056970.

Director : Sir can we close the session?

Secretarial Consultant : So the AGM is concluded.

Thank you

Thanks A lot all the shareholders