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Route Mobile Limited AGM Information 2021

Aug 5, 2021

61371_rns_2021-08-05_ed26f111-e6d6-4de8-9eb2-0633e54f7e09.pdf

AGM Information

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Ref No: RML/2021-22/118

Date: August 5, 2021

To, BSE Limited National Stock Exchange of India Limited Scrip Code: 543228 N SE Symbol: ROUTE

Dear Sir/Madam,

Sub: Proceedings of the 17[th] Annual General Meeting (AGM)

We are hereby submitting the summary of proceedings of the 17[th] Annual General Meeting of the Company held today i.e. August 5, 2021.

The same will be made available on the Company’s website at www.routemobile.com.

You are requested to take the above information on record.

Yours faithfully,

For Route Mobile Limited

RATHIN Digitally signed by RATHINDRA DAS DRA DAS Date: 2021.08.05 18:31:41 +05'30'


Rathindra Das Head Legal, Company Secretary & Compliance Officer

Encl: As above

SUMMARY OF PROCEEDINGS OF 17[TH] ANNUAL GENERAL MEETING OF ROUTE MOBILE LIMITED

The 17[th] Annual General Meeting (AGM) of the Members of Route Mobile Limited (‘the Company’) was held on Thursday, August 05, 2021 through Video Conferencing (“VC”)/Other Audio-Visual Means ("OAVM"). The meeting was held in compliance with the General Circulars issued by the Ministry of Corporate Affairs (MCA) and circulars 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.

Mr. Sandipkumar Gupta, Chairman of the Board, chaired the Meeting. The Chairman welcomed the Shareholders to the Meeting and on requisite quorum being present, called the Meeting to order. All the Directors of the Company were present at the Meeting through VC from their respective locations except Mr. Chandrakant Gupta, Non-Executive Non-Independent Director, due to his personal exigencies.

The Chairman then introduced the Directors and other Company Officials attending the AGM to the Members.

The Chairman thereafter, informed the Members that, representatives of M/s Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors and M/s. Dhrumil M Shah & Co., Secretarial Auditors and Scrutinizers for the remote e-voting and the e-voting during the proceedings of the AGM, were also present at the Meeting through VC. The Chairman also informed the Members that Internal Auditors, M/s Pipalia Singhal & Associates, Chartered Accountants had also joined the meeting through VC. The Chairman further informed the Members that, the proceedings of the Meeting were also being webcast and could be viewed live by Members on Company’s YouTube channel. The Company had taken the requisite steps to enable Members to participate and vote on the items being considered at this AGM.

The details of authorized representations received from corporate shareholders were informed to the Members. Since there was no physical attendance of Members and in compliance with the Circulars issued by the MCA and SEBI, Members were informed that the requirement of appointing proxies was not applicable.

The Company Secretary briefed the Members on statutory matters like AGM being held through VC, e-Voting at the AGM and Q&A protocols. He also informed the Members that the Registers as required under the Companies Act, 2013 and certificate issued by the Statutory Auditors wrt Company’s ESOP Plan 2017 were available for inspection in electronic mode, should any Member request for the same.

The Chairman then addressed the shareholders with respect to the COVID-19 situation and Company’s response to the same, general performance of the Company during the last year etc. Mr. Rajdipkumar Gupta, Managing Director and Group Chief Executive Officer of the Company then made a presentation on the operational and financial performance of the Company for the Financial Year 2020-21.

With the consent of the Members present, the Notice convening the AGM and the Auditor's Report for the year ended March 31, 2021 were taken as read. There were no qualifications, observations or adverse remarks in the Statutory and Secretarial Auditor's Reports.

The following items of business, as per the Notice of Annual General Meeting dated May 18, 2021, were tabled at the meeting.

No. Resolutions Type of Resolution
OrdinaryBusiness
1. Adoption of Audited Financial Statements (Standalone) and the Reports of
the Board of Directors and the Auditors thereon.
Ordinary
2. Adoption of Audited Financial Statements (Consolidated) and the Reports of
the Auditors thereon.
Ordinary
3. Declaration of Dividend: Final dividend of ₹2 per equity share for the year
ended March 31, 2021.
Ordinary
4. Appointment of a Director retiring by rotation: Mr. Sandipkumar Gupta
(DIN: 01272932), who retires by rotation and, being eligible, offers himself
for re-appointment.
Ordinary
5. Re-appointment of Statutory Auditors of the Company: for second term of
five (5) years, to hold office from the conclusion of this 17th Annual General
Meetingtill the conclusion of 22nd Annual General Meetingof the Company
Ordinary
Special Business
6. Appointment of Mr. Arun Gupta as an Independent Director Ordinary

Members present at the Meeting were given an opportunity to ask questions and seek clarification(s). Mr. Rajdipkumar Gupta, Managing Director and Group Chief Executive Officer of the Company, on being authorized by the Chairman, responded to the questions raised. Post the question and answer session, the Chairman requested the Members, who had not cast their votes through remote e-Voting, to e-Vote at the AGM and instructed KFin Technologies Private Limited to carry out the e-voting process and conclude the Meeting.

The Chairman further informed the Members that the consolidated voting results will be disseminated to the Stock Exchanges on which the Company's shares are listed and will also be made available on the website of the Company at www.routemobile.com and the KFin Technologies Private Limited at https://evoting.kfintech.com within two working days from the conclusion of the Meeting. The Chairman then thanked the Directors, Members and other Company Officials for their continued support and for attending and participating in the Meeting. The e-voting facility was kept open for the next 15 minutes to enable the Members to cast their vote.

The Board of Directors had appointed Mr. Dhrumil M Shah as the Scrutinizer to supervise the e-Voting process. The Chairman authorized the Company Secretary to declare the voting results, intimate the stock exchanges and place the same on the website of the Company. The details of the voting results (remote e-voting and e-voting at the AGM) on all the resolutions as set out in the Notice of AGM along with the Scrutinizer’s Report will be disseminated to the exchanges and will be placed on the Company’s website, in due course.

You are requested to take the above information on record.

Thanking you, Yours faithfully , For Route Mobile Limited

RATHIND Digitally signed by RATHINDRA DAS RA DAS Date: 2021.08.05 18:32:10 +05'30'


Rathindra Das Head Legal, Company Secretary & Compliance Officer