ramkrishna forgings Ltd. — AGM Information 2019

Sep 7, 2019

Date: 7[th] September 2019

The Listing Department The Listing Department Bombay Stock Exchange National Stock Exchange of India Limited PJ Towers “Exchange Plaza” C-1, Block G Dalal Street Bandra- Kurla Complex, Bandra (E) Mumbai – 400 001 Mumbai- 400051 BSE SCRIP CODE: 532527 NSE SYMBOL: RKFORGE

Dear Sir / Madam,

Sub: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 - Outcome of 37[th] Annual General Meeting

Pursuant to the provisions of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please find enclosed the summary of the proceedings of the 37[th] Annual General Meeting (AGM) of the Company held on Saturday, 7[th] September 2019 at 11:30 A.M., at Kala Kunj, 48, Shakespeare Sarani -700017.

The details of the voting results, will be submitted within the stipulated time period as prescribed in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Request to kindly take the same into record.

Thanking You,

Yours truly, For Ramkrishna Forgings Limited

Rajesh Mundhra Company Secretary

Encl.: as above

Summary of the Proceedings of the 37[th] Annual General Meeting

The 37[th] Annual General Meeting (AGM) of the Members of Ramkrishna Forgings Limited was convened at 11:30 A.M on Saturday, 7[th] September, 2019 at Kala Kunj, 48 Shakespeare Sarani, Kolkata - 700 017 and concluded at 2:00 P.M.

Since Mr. Mahabir Prasad Jalan, Chairman of the Company was not present in the meeting, the Directors propose to appoint Mr. Naresh Jalan as Chairman for the meeting as per the Articles of Association of the Company.

The Meeting was attended by 561 Members in person, by 26 members in proxy and 4 members through authorised representatives.

The Chairman informed the Members that the requisite quorum was present and called the Meeting to order. The Quorum was present throughout the Meeting.

Thereafter, the Chairman delivered his speech. He gave an overview of the financial performance of the Company for the Financial Year ended on March 31, 2019 and its future outlook. He further informed that there is no qualification, reservation or adverse remark in the Auditors' Report on the Financial Statements and the report of Secretarial Auditors of the Company.

The Chairman informed the Members that in compliance with the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'SEBI Listing Regulations, 2015'), the Company had extended voting facility to the Members of the Company in respect of business transacted at the 37[th] AGM to cast their vote electronically from a place other than the venue of the Meeting i.e. Remote e-voting. The Remote e-voting period commenced on Wednesday, 4th September 2019 (9.00 a.m. IST) and ended on Friday, 6th September 2019 (5.00 p.m. IST). Voting through Ballot Paper was also done at the AGM Venue for the members who have not cast their vote electronically.

The Chairman covered the items of Ordinary Business and Special Business at the Meeting, as listed under Serial Nos. 1 to 12. Opportunity was given to all attending Members to seek clarifications on the Resolutions placed at the meeting and accordingly the same were addressed by the Chairman of the Meeting.

The following items of business as per the Notice of the 37[th] AGM dated 25[th] May 2019 were transacted:

Ordinary Business

Ordinary Resolution

1. Adoption of Audited Financial Statement as at 31st March, 2019 (including Consolidated Audited Financial Statements) of the Company for the year ended 31[st] March, 2019 together with the Director’s Report and the Auditor’s Report thereon.

2. Declaration of Dividend of Rs. 1,.50/- per Equity Share of Rs.10/- each for Financial Year 2018-19.

3. Appointment of Director in place of Mr. Mahabir Prasad Jalan (DIN 00354690) who retires by rotation and being eligible offers himself for reappointment.

4. Appointment of M/s. S.K. Naredi & Co, Chartered Accountants, as the Joint Statutory Auditor of the Company.

SPECIAL BUSINESS

1. Appointment of Mr. Ranaveer Sinha (DIN: 00103398) as an Independent Director ( Ordinary Resolution)

2. Re-appointment of Mr. Padam Kumar Khaitan (DIN: 00019700) as an Independent Director ( Special Resolution)

3. Re-appointment of Mr. Yudhisthir Lal Madan (DIN: 05123237) as an Independent Director ( Special Resolution)

4. Re-appointment of Mr. Ram Tawakya Singh (DIN: 00276330) as an Independent Director ( Special Resolution)

5. Re-appointment of Mr. Amitabha Guha (DIN: 02836707) as an Independent Director ( Special Resolution)

6. Re-appointment of Ms. Aditi Bagri (DIN: 06943139) as an Independent Director ( Special Resolution)

7. Re-appointment of Mr. Pawan Kumar Kedia (DIN: 00375557) as Wholetime Director designated as Director (Finance) (Ordinary Resolution)

8. Ratification of remuneration payable to Cost Auditors, M/s. U Sharma & Associates, Cost Accountants for the financial year 2019-20 ( Ordinary Resolution)

The voting results shall be intimated as and when the Scrutinizer’s Report is available. For Ramkrishna Forgings Limited

Rajesh Mundhra Company Secretary