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Repro India Ltd. AGM Information 2020
61404_rns_2020-11-07_5ff9a485-2b2b-47ee-b76a-aa509e58d7fc.pdf
AGM Information
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November 7, 2020
To, BSE Limited, 2nd Floor, P. J. Towers, Dalal Street, Mumbai – 400 001 (Scrip Code: 532687)
National Stock Exchange of India Ltd., Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai – 400 051 (Scrip Symbol – REPRO)
Dear Sir/Madam,
Sub: Schedule III, Part A, Para A(13) under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Proceedings of the 27 th Annual General Meeting of the Company held on November 7, 2020
This is to inform you that 27th Annual General Meeting of the members of the Company was held on Saturday, November 7, 2020 at 3.30 p.m. through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM"). The meeting was held in compliance with the General Circular Nos. 14/2020, 17/2020 and 20/2020 issued by the Ministry of Corporate Affairs ("MCA") and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India ("SEBI") and as per applicable provisions of Companies Act, 2013 and Rules made thereunder. The proceedings of the meeting are enclosed herewith.
You are requested to kindly take above information on your records.
Thanking you,
Yours faithfully, For Repro India Limited,
Kajal Damania Company Secretary & Compliance Officer
Encl: As above.
Proceedings of the 27 th Annual General Meeting of the Company held on November 7, 2020
The 27 th Annual General Meeting (AGM) of the Members of the Company was held on Saturday, November 7, 2020 at 3.30 p.m. through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM"). The meeting was held in compliance with the General Circular Nos. 14/2020, 17/2020 and 20/2020 issued by the Ministry of Corporate Affairs ("MCA") and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 issued by the Securities and Exchange Board of India ("SEBI') and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.
Directors Present:
| Mr. Vinod Vohra | Chairman of the Board | ||
|---|---|---|---|
| Mr. Sanjeev Vohra | Managing Director | ||
| Mr. Mukesh Dhruve | Executive Director and CFO | ||
| Mr. Rajeev Vohra | Executive Director | ||
| Ms. Bhumika Batra | Non-Executive Independent Director | ||
| (Chairman-Stakeholders Relationship Committee and | |||
| Nomination & Remuneration Committee) | |||
| Mr. Dushyant Mehta | Non-Executive Independent Director | ||
| Mrs. Mahalakshmi Ramadorai | Non-Executive Independent Director | ||
| (Chairman - Corporate Social Responsibility Committee) | |||
| Mr. Sanjay Asher | Non-Executive Independent Director | ||
| Mr. Ullal R. BhatNon-Executive Independent Director | |||
| (Chairman - Audit Committee) |
Mr. Vinod Vohra, Chairman of the Board took the Chair and welcomed the Members.
Chairman informed that the proceedings of the meeting were recorded.
The Chairman introduced himself and requested to the Board members to introduce themselves.
All the Board members thereby introduced themselves.
As the requisite quorum was present, the Chairman called the meeting to order.
The Chairman also informed that Company Secretary, Partner and Representative of Statutory Auditors, Secretarial Auditors and Scrutinizer were present through Video Conference.
The Chairman thereafter provided necessary statutory information regarding the AGM held through VC/OAVM.
The Chairman informed the proceeding of this Annual General Meeting is being conducted in compliance with the Companies Act, 2013 and the Rules notified there under and recent circulars issued by MCA and SEBI from time to time.
Corporate & Reg. Office: 11th Floor, Sun Paradise Business Plaza, 'B' Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, India. Phone: 022-71914000 Fax: 022-71914001 Email: [email protected] Website: www.reproindialtd.com CIN: L22200MH1993PLC071431
He further informed that subsequent to the MCA circular of April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members was not available for this AGM. However, the body corporate was entitled to appoint authorized representatives to attend the AGM through VC, other audio/video means and participate and cast their votes through e-voting.
The Chairman informed that the Registered Office of the Company situated at Lower Parel, Mumbai (Maharashtra) was the deemed venue for this AGM and proceedings of the AGM deemed to be made there at.
He informed that on account of the threat posed by COVID-19 and in terms of the MCA and the SEBI Circular, the Company had sent the AGM Notice along with the Annual Report for the financial year 2019-20, in electronic form to those Members whose e-mail addresses are registered with the Company/Depositories.
Further, the Statutory Registers and all other inspection documents related to the agenda items of AGM were made available at the request of the members made through an email at [email protected] for inspection of Members.
The Chairman informed that the Notice of AGM along with the Annual Report of the Company for the financial year 2019-2020 were already circulated via email to the Shareholders and the same be taken as read with the permission of Shareholders. The Statutory Auditors Report for the year ended March 31, 2020 did not contain any qualifications, comments or observations on financial transactions nor it highlights any matter, which would have had any adverse effect on the functioning of the Company during the financial year 2019-20. Hence the said Auditor's report was taken as read.
As provided in the AGM Notice the shareholders were requested to submit in advance their queries / clarifications in writing by email to the Company's e-mail address at [email protected].
The Chairman requested Mr. Mukesh Dhruve to initiate the query and answer session. All the queries of the shareholders and necessary clarifications were addressed by Mr. Mukesh Dhruve.
The Chairman expressed his gratitude to all the Stakeholders for their unrelenting dedication, support and commitment to the Company.
The Chairman then took up the following resolutions as set out in the Notice of the 27th AGM:
| Sr. No. | Details of the Resolution | Resolution (Ordinary / Special) |
|---|---|---|
| 1 | AdoptionoftheAudited(Standaloneand | Ordinary Resolution |
| Consolidated) FinancialStatements for the year | ||
| ended March 31, 2020 together with the Reports of | ||
| the Board of Directors and Auditors thereon. | ||
| 2 | Re-appointmentofMr.MukeshDhruve | Ordinary Resolution |
| (DIN: 00081424), who retires by rotation and being | ||
| eligible, seeks re-appointment. |
Corporate & Reg. Office: 11th Floor, Sun Paradise Business Plaza, 'B' Wing, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013, India. Phone: 022-71914000 Fax: 022-71914001 Email: [email protected] Website: www.reproindialtd.com CIN: L22200MH1993PLC071431
| 3 | Appointment of Statutory Auditor. | Ordinary Resolution |
|---|---|---|
| 4 | Appointment of Mr. Sanjay Asher (DIN: 00008221), | Ordinary Resolution |
| as an Independent Director. |
The Chairman informed that as the meeting was held through VC facility and resolutions are put to vote only through e-voting, the practice of proposing and seconding of resolutions was not being followed.
Thereafter, the Chairman continued the proceedings and informed the Members that pursuant to the provisions of the Companies Act, 2013 and the Rules made thereunder and the Listing Regulations, the Company had provided electronic voting facility (remote e-voting) to the members to cast their votes electronically on all resolutions set out in the Notice of 27th AGM. He further informed that the remote e-voting commenced on Wednesday, November 4, 2020 at 09.00 a.m. and concluded on Friday, November 6, 2020 at 05.00 p.m.
Further, members were informed that the e-voting would remain open for a further period of 15 minutes to enable those members who were present during the Annual General Meeting but could not cast their votes prior to the AGM. The e-voting module was disabled by NSDL thereafter.
He further informed the Members that the consolidated Scrutinizer's Report shall be intimated to the Stock Exchanges and uploaded on the Company's website i.e. www.reproindialtd.com within the stipulated time.
The Chairman thanked the members for attending the AGM and declared the meeting as concluded.
The meeting concluded at 4.05 p.m. After that it was opened for 15 minutes for e-voting to be completed.