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Remsons Industries Ltd. AGM Information 2021

Sep 30, 2021

61433_rns_2021-09-30_6567d387-d21b-4ce0-996c-d3b5dd62aea2.pdf

AGM Information

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REMSONS

Industries limited

P.O.Bag No.7685 Mumbai‐ 400067 Tel. : 26262100 / 26113883 / 26114452 Web : www.remsons.com CIN : L51900MH1971PLC015141

30[th] September, 2021

To,

The Manager – CRD The Manager – Listing BSE Limited National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] Floor, ‘G’ Block Dalal Street, Bandra Kurla Complex Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Scrip Code: 530919 SYMBOL: REMSONSIND

Dear Sir,

Sub.: Proceedings of 49[th] Annual General Meeting held on Thursday, the 30[th] day of September, 2021.

Pursuant to the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith the proceedings of the 49[th] Annual General Meeting of the Members of the Company held on Thursday, the 30[th] day of September, 2021 at 11.30 a.m. conducted through Video Conferencing / Other Audio Visual Means and concluded at 12 noon.

You are requested to kindly take the same on record.

Thanking you

Yours faithfully

For REMSONS INDUSTRIES LIMITED

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ROHIT DARJI COMPANY SECRETARY & COMPLIANCE OFFICER MEMBERSHIP NO.: A37077

Encl.: As above

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Regd. Office: 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai. 400 057

REMSONS Industries limited

P.O.Bag No.7685 Mumbai‐ 400067 Tel. : 26262100 / 26113883 / 26114452 Web : www.remsons.com CIN : L51900MH1971PLC015141

PROCEEDINGS OF THE 49[TH ] ANNUAL GENERAL MEETING OF THE COMPANY HELD ON THURSDAY, 30[th] SEPTEMBER, 2021

In view of continuing COVID-19 pandemic situation, the 49[th] Annual General Meeting (“AGM”) of the Members of the Company was held on Thursday, 30[th] September, 2021 at 11:30 a.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder, read with General Circular Nos. 14/2020 dated 8[th ] April, 2020, 17/2020 dated 13[th ] April, 2020, 20/2020 dated 5[th] May, 2020 and 02/2021 dated 13[th] January, 2021 issued by the Ministry of Corporate Affairs and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15[th] January, 2021 issued by the Securities and Exchange Board of India.

The meeting commenced at 11.34 a.m. (IST) and concluded at 12:00 noon (IST)

Directors and Key Managerial Personnel present:

  1. Mr. Krishna Kejriwal - Chairman and Managing Director;

  2. Mrs. Chand Kejriwal - Whole Time Director;

  3. Mr. Rahul Kejriwal - Whole Time Director;

  4. Mr. Anil Kumar Agrawal - Director;

  5. Mr. Sudhir Khanna - Independent Director and Chairman of Stakeholders’ Relationship Committee and Authorised Representative of Chairman of Nomination and Remuneration Committee;

  6. Mrs. Visalakshi Sridhar - Independent Director and Chairperson of Audit Committee;

  7. Mr. Amit Srivastava, Chief Executive Officer; and

  8. Mr. Rohit Darji, Company Secretary & Compliance Officer.

Other Representatives:

  1. Mr. Vijay Kumar Jain, Authorised Representative of M/s. M L Bhuwania and Co. LLP, Chartered Accountants, Statutory Auditors of the Company; and

  2. Mr. Manish Baldeva, of M/s. M Baldeva Associates, Company Secretaries, Thane, Secretarial Auditors of the Company and Scrutinizer for the meeting.

Quorum of the Meeting:

Total 19 members attended the AGM through VC / OAVM.

Brief Proceedings:

Mr. Krishna Kejriwal, Chairman and Managing Director of Company chaired the meeting. As the requisite quorum was present, the Chairman called the meeting to order. He welcomed the Board Members, Key Managerial Personnel, Auditors and Members participating in the meeting.

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Regd. Office: 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai. 400 057

REMSONS Industries limited

P.O.Bag No.7685 Mumbai‐ 400067 Tel. : 26262100 / 26113883 / 26114452 Web : www.remsons.com CIN : L51900MH1971PLC015141

The Chairman informed the members present that:

  • The Notice convening the 49[th] AGM and the Annual Report containing the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31[st] March, 2021 along with Board of Directors' Report and Auditors' Report thereon along with relevant annexures have been circulated to the members of the Company through email within the statutory time period;

  • This meeting is being held through VC in accordance with the aforesaid circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India from time to time in this regard. Participation of members through VC is reckoned for the purpose of ascertaining the quorum as per the circulars issued by Ministry of Corporate Affairs and Section 103 of the Companies Act, 2013;

  • The Register of Directors and Key Managerial Personnel and their Shareholding and Register of Contracts or Arrangements as maintained under Sections 170 and 189 of the Companies Act, 2013 respectively and other documents were made available for inspection to the members online, who had requested;

  • Since the Statutory Auditors' Report did not contain any qualifications, reservations or adverse remarks or disclaimer, it was not required to be read; and

  • The attention of the members was drawn to the observations and comments made by the Secretarial Auditors in their Report and also to the explanation provided in the Directors' Report on the same.

The Chairman briefed the members present at the meeting about the progress and achievements of the Company during the financial year 2020-21.

With the permission of the shareholders present, the notice of the AGM was taken as read.

The Chairman informed that as per the provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 on General Meetings (SS-2) issued by ICSI, the Company had provided remote e-voting facility to its members to vote on the matters to be transacted at the 49[th] AGM. The remote e-voting period had commenced from Monday, 27[th] September, 2021 at 09:00 a.m. and concluded on Wednesday, 29[th ] September, 2021 at 05:00 p.m. He further informed that the members who had not cast their vote earlier through remote e-voting facility, and who are participating in this meeting will have an opportunity to cast their vote on the resolutions as set out in the Notice of the 49[th ] AGM through the e-voting facility as made available by Central Depository Services (India) Private Limited (“CDSL”) during the meeting and will remain open till 15 minutes after the conclusion of this 49[th] AGM.

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Regd. Office: 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai. 400 057

REMSONS Industries limited

P.O.Bag No.7685 Mumbai‐ 400067 Tel. : 26262100 / 26113883 / 26114452 Web : www.remsons.com CIN : L51900MH1971PLC015141

CS Manish Baldeva, Proprietor of M/s. M Baldeva Associates, Company Secretaries, Thane has been appointed as Scrutinizer to scrutinize the voting through electronic means (i.e. remote e- voting and e-voting during the meeting) in a fair and transparent manner.

The following items of business, as per the Notice of 49[th] AGM dated 13[th] August, 2021 were transacted at the meeting:

Item
No.
Agenda Items Type of
Resolution
ORDINARY BUSINESS
1. For Adoption of:
(i) the Standalone Audited Financial Statements of the Company
for the financial year ended 31stMarch, 2021 together with the
Reports of the Board of Directors’ and Auditors’ thereon; and
(ii) the Consolidated Audited Financial Statements of the
Company for the financial year ended 31stMarch, 2021 together
with the Report of Auditors' thereon.
Ordinary
2. For declaration of dividend on equity shares at the rate of Re.
1.00 per Equity Share (10% of Rs. 10/- each fully paid-up, out of
the current profits of the Company for the financial year ended
31stMarch, 2021.
Ordinary
3. For appointment of a director in place of Mr. Anil Kumar
Agrawal (DIN: 00513805), who retired by rotation and being
eligible, offered himself for re-appointment as Director.
Ordinary
SPECIAL BUSINESS
4. For approval of remuneration payable to Mr. Krishna Kejriwal,
Chairman and Managing Director of the Company for the period
from 1stApril, 2021 to 31stMarch, 2022.
Special
5. For approval of remuneration payable to Mrs. Chand Krishna
Kejriwal, Whole Time Director of the Company for the period
from 1stApril, 2021 to 31stMarch, 2022.
Special
6. For approval of remuneration payable to Mr. Rahul Krishna
Kejriwal, Whole Time Director and Chief Financial Officer of the
Companytheperiod from 1stJune, 2021 to 31stMay, 2023.
Special

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Regd. Office: 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai. 400 057

REMSONS

Industries limited

P.O.Bag No.7685 Mumbai‐ 400067 Tel. : 26262100 / 26113883 / 26114452 Web : www.remsons.com CIN : L51900MH1971PLC015141

The Chairman thanked the Members and other dignitaries participating in the meeting and informed the members present that the consolidated results of the remote e-voting and e-voting during the 49[th] AGM will be declared within 2 working days of conclusion of the 49[th] AGM and will be displayed at the Registered Office of the Company situated at 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai – 400057, Maharashtra, India. The same will also be available on the Company’s website viz., www.remsons.com and on the website of CDSL viz., www.evotingindia.com and will be communicated to the Stock Exchanges i.e. BSE Ltd. viz., www.bseindia.com and National Stock Exchange of India Limited viz., www.nseindia.com, where the shares of the Company are listed.

The meeting concluded with a vote of thanks to the Chair.

For REMSONS INDUSTRIES LIMITED

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ROHIT DARJI COMPANY SECRETARY & COMPLIANCE OFFICER MEMBERSHIP NO.: A37077

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Regd. Office: 401, 4[th] Floor, Gladdiola, Hanuman Road, Vile Parle (East), Mumbai. 400 057