RSWM Limited — AGM Information 2021

Oct 6, 2021

J�SWM Limited

an LNJ Bhilwara Group Company

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PROUD TO BE INDIAN
PRIVILEGED TO BE GLOBAL
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RSWM/SECTT/2021 October 6, 2021

BSE Limited, Corporate Relationship Department, 1st Floor, New Trading Ring, Rotunda Building, P.J. Towers, Dalal Street, Mumbai-400001 Scripcode : 500350	National Stock Exchange of India Limited, Listing Department, Exchange Plaza, C-1, Block-G, Bandra -Kurla Complex, Bandra (East), MUMBAI-400051 Scripcode : RSWM

Sub: Minutes of the[6] 0[111 ] Annual General Meeting held on 15/09/2021 through Video Conferencing/ Other Audio Visual Means ("VC/OA VM").

Dear Sir,

This is in continuation to our earlier letter dated 161[h ] September, 2021. We are enclosing herewith copy of the minutes of the 60t[h ] Annual General Meeting held on 15/09/2021 through Video Conferencing/ Other Audio Visual Means ("VC/OA VM"). The voting results of Annual General Meeting were announced on 15th September, 2021.

You are requested to please take the same on record.

Thanking you,

Yours faithfully,

For RSWM LIMITED

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SURENDER GUPTA

A VP - LEGAL & COMPANY SECRETARY FCS-2615

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Encl.: As above

(Formerly Rajasthan Spinning & Weaving Mills Limited)

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Regd. Office: Kharigram, Post Office Gulabpura - 311 021 Dist!. Bhilwara, (Rajasthan), India Tel: +91-1483-223144 to 223150, 223478 Fax:+91-1483-223361,223479 Website: www.lnjbhilwara.com GSTIN: 08AAACR9700M1Z3

Corporate Office : Regd. Office: Bhilwara Towers, A-12, Sector-1 Noida - 201 301 (NCR-Delhi), India Dist!. Bhilwara, (Rajasthan), India Tel: +91-120-4390300 (EPABX) Fax:+91-120-4277841 Fax:+91-1483-223361,223479 Website: www.rswm.in Website: www.lnjbhilwara.com GSTIN: 09AAACR9700M1Z1 GSTIN: 08AAACR9700M1Z3 Corporate Identification Number: L 17115RJ1960PLC008216

MINUTES OF THE 60TH ANNUAL GENERAL MEETING OF THE MEMBERS OF RSWM LIMITED HELD ON WEDNESDAY, THE lSTH DAY OF SEPTEMBER, 2021 AT 02:00 P.M. AND CONCLUDED AT 02:45 P.M. THROUGH VIDEO CONFERENCING ("VC")/OTHER AUDIO-VISUAL MEANS ("OAVM") WITHOUT PHYSICAL PRESENCE OF THE MEMBERS AT THE AGM VENUE. THE DEEMED VENUE OF THE ANNUAL GENERAL MEETING WAS THE REGISTERED OFFICE OF THE COMPANY AT KHARIGRAM, P.O. GULABPURA -311 021, DISTT. BHILWARA, RAJASTHAN.

DIRECTORS PRESENT

DIRECTORS PRSENT
Shri Riju Jhunhunwala	Chairman and Managing Director &CEO, Chairman of the Meeting	Present through Video Confrence fom Gurugram
Shri Ravi Jhunjhunwala Shri Shekhar Agarwal	Director Director&Member of Nomination and Remuneration Committee and Stakeholders' RelationshipCommittee	Present through Video Confrence fom N oida Present through Video Confrence fom New Delhi
Shri Brij Mohan Sharma Shri Arun Churiwal	Joint Managing Director Director&Chairman of Corporate Social Responsibility Committee and Member of the Stakeholders'	Present through Video Confrence fom Khariiram Present through Video Confrence fom Kolkata
	RelationshipCommittee.
Dr. Kamal Gupta	Director&Chairman of the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Member of Risk Management Committee.	Present through Video Conference fom Naida
Shri Priya Shankar Dasgupta	Director	Present through Video Confrence fom New Delhi
Mrs. Archana Capoor	Director, Member of Audit Committee	Present through Video Confrence fom New Delhi Present through Video Confrence fom GlU'ugram
Shri Deepak Jain Director

INVITEES PRESENT

INVITEES PRESENT
Shri A vinash Bhargava	Chief Financial Ofcer	Present through Video Conference fom
Shri Surender Gupta	Company Secretar and

	ComplianceOfcer Confrence fom Noida	ComplianceOfcer Confrence fom Noida
ShriYogesh Kumar Gupta	Audit partner ofM/s. S. S. Kothari Mehta&Co. Chartered Accountants - StatutoryAuditors	Present through Video Confrence fom Gurugram
Shri Gaurav Lodha	Audit Partner of Mis. Lodha&Co. Chartered Accountants -Statutory Auditors	Present through Video Confrence fom New Delhi
Shri Mahesh Kumar Gupta Secretarial Auditor and Scrutinizer		Present through Video Confrence fom New Delhi

Chairman of fl1c

Shri Riju Jhunjhunwala, Chairman & Managing Director and CEO of the Company chaired the meeting.

of the

Shri Surender Gupta, Company Secretary and Compliance Officer of the Company informed the members that in accordance with MCA and SEBI Circulars, this meeting was convened and conducted through Video Conferencing ("VC") or Other Audio Visual Means ("OA VM") without the physical presence of the Members. He further stated that the deemed venue for the AGM had been the Registered Office of the Company at Kharigram, P.O. Gulabpura - 311 021, Distt. Bhilwara, Rajasthan.

He further informed that total 77 Members attended the meeting through Video Conferencing ("VC") or Other Audio Visual Means ("OA VM"). After ascertaining that the required quorum for the meeting was present, the Chairman called the meeting in order.

Notice conv the Audited Directo rs ' thereon and Auditors'

With the Consent of the Members presented, the Notice convening the 60111 Annual General Meeting together with the Audited Financial Statements (including Audited Consolidated Financial Statements) and Directors' Report thereon for the year ended 3 pt March, 2021 were taken as read. Shri Riju Jhunjhunwala, Chairman, informed the Members that since the Independent Auditors' Report on Company's financial statements does not contain any qualification, reservation, observation or adverse remark as per the provisions of the Companies Act, 2013, the same were not required to be read at the AGM.

Chairman Address

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The Chairman informed that in view of massive outbreak of COVID-19 pandemic and considering the social distancing norms, the AGM was convened and conducted through VC I OAVM in accordance with the circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

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Act, 2013, were kept open electronically for inspection by the members during the AGM till the conclusion of the meeting.

Further the Chairman informed the members that Shri Amar Nath Choudhary, Director of the Company has conveyed his inability to attend the meeting due to unavoidable reasons and had sent his good wishes/ greetings to all the Directors/KMP's and members present in the meeting.

of the Members

The Chairman invited the shareholders who had registered themselves as Speakers and were attending the Meeting through VC I OA VM, to put forward their queries/f dback, if any, on the Reports and Financial Statements of the Company for the financial year ended 31[st ] March, 2021. The questions were answered to the members' satisfaction. The queries received through chat box during the AGM were also replied by the Chairman.

Remote Facilitv

The Chairman informed to the Members that pursuant to the provision of the Section 108 of the Companies Act-2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as substituted by the Companies (Management and Administration) Rules, 2015 ("Amended Rules 2015"), Secretarial Standard-2 and pursuant to the Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided to members remote e-voting facility from Sunday, the 12th September, 2021 (9:00 A.M.) to Tuesday, the 14th September, 2021 (5:00 P.M.) to exercise their votes in respect of all Resolutions mentioned in the Notice convening AGM. He further informed that the members attending the AGM who had not cast their vote by remote e­ voting were entitled to exercise their right to vote by e-voting during the AGM. The Chairman then informed the meeting that voting results would be declared by the Company to the stock exchange within forty eight hours from the conclusion of the meeting. He also mentioned that the voting results would be displayed on the website of the Company website of the Stock Exchanges BSE Limited and National Stock Exchange of India Limited and the website of NSDL.

Shri Mahesh Kumar Gupta, Practicing Company Secretary (C.P. No.1999 and Membership No. FCS 2870) of Mis. Mahesh Gupta & Company, a Practicing Company Secretaries Firm was appointed as the Scrutinizer by the Board for scrutinizing the Remote E-voting process (including e-voting during the AGM) in a fair, transparent and efficient manner and to submit their report.

The Chairman thereafter, explained the objective and implications of each Resolution before they were put to vote. In compliance with the provisions of Section 108 of Companies Act, 2013 read with relevant rules and also Listing Regulations, 2015, the Company had provided facility for voting by electronic means to all its members to enable them to cast their votes electronically and the business would be transacted through e-voting. The facility of joining the AGM was opened 15 minutes before the schedule time of AGM and remained available for 15 minutes after the scheduled time. The Company has engaged the services ofNSDL for facilitating participation by the Members at the AGM through VC or OAVM and remote e­ voting (including e-voting during the AGM).

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Thereafter the following Resolutions were placed before the meeting for consideration and approval:

(A) ORDINARY nu INESSES:

Resolution 1: Adoption of Audited Financial Statements (including Audited Consolidated Financial Statements) for the financial year ended 31st March, 2021 and the Report of Directors and Auditors thereon. (Ordinary Resolution)

"RESOLVED THAT the Audited Financial Statements including Audited Consolidated Financial Statements for the financial year 31st March, 2021 and the report of the Board of Directors and Auditors thereon be and are hereby approved and adopted."

Resolution 2:- Appoint a Director in place of Shri Shekhar Agarwal (DIN: 00066113), who retires by rotation and being eligible, offers himself for re-appointment. (Ordinary Resolution)

"RESOLVED THAT Shri Shekhar Agarwal (DIN: 00066113) who retires by rotation and being eligible, offers himself for reappointment, be and is hereby reappointed as a Director of the Company liable to retire by rotation."

Resolution 3:- Appoint a Director in place of Shri Brij Mohan Sharma (DIN: 08195895), who retires by rotation and being eligible, offers himself for reappointment. (Ordinary Resolution)

"RESOLVED THAT Shri Brij Mohan Sharma (DIN: 08195895) who retires by rotation and being eligible, offers himself for reappointment, be and is hereby reappointed as a Director of the Company liable to retire by rotation."

(B) SPECIAL BU INESS

Resolution 4:-Approval of the remuneration payable to Mis. N. D. Birla & Co., Cost Accountants (Firm Registration No.000028) as Cost Auditor of the Company for the financial year ending 31st March, 2022. (Ordinary Resolution)

"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any modification(s) or re-enactment thereof), Mis N. D. Birla & Co. Cost Accountants (Firm Registration No.000028) appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2022, be paid the remuneration of � 6,00,000 (Rupees Six Lakhs only) plus applicable taxes and out of pocket expenses that may be incurred by them during the course of audit.

Vote of Thanks

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The Chairman informed that the combined result of Remote e-voting including e-voting at the meeting would be announced and displayed on the website of website of the Stock Exchanges, NSDL and Company within 48 hours of conclusion of meeting.

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There being no other business to transact, the meeting concluded at 02:45 P.M. with a vote of thanks to the Chair.

The result of the Remote e-voting and e-voting at the AGM (attached as Annexure- 1) was declared on l 61[h ] September, 2021 based on the report of the Scrutinizers dated 15[th ] September, 2021.

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Sd/
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CHAIRMAN
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Date of Entry: 61[h ] October, 2021

Annexure -1 Declaration of Results of Remote E-Voting and E-Voting at Venue

BUSINESS:

Resolution 1 :- Adoption of Audited Financial Statements (including Audited Consolidated Financial Statements) for the financial year ended 3pt March, 2021 and the Report of Directors and Auditors thereon. (Ordinary Resolution)

(i) Voted in favour of Resolution:

(i) Voted in favour of Resolution:	(i) Voted in favour of Resolution:	(i) Voted in favour of Resolution:
Mode of Voting Number of Members Number of voted through electronic votes cast in voting system fvour Resolution of % of total number of valid votes cast
RemoteE-Voting		144 13412513 2 900 146 13413413 99.9997 100.0000 99.9997
E-Voting at Venue Total

(ii) Voted against the Resolution:

Mode of Voting	Number of voted through voting system Members electronic	Number of votes cast against the Resolution % of total number of valid votes cast	Number of votes cast against the Resolution % of total number of valid votes cast
RemoteE-Voting E-Voting at Venue	2 --	45 --	0003 - -
Total	2	45 0003

(iii) Invalid votes:

Total numbers of Members whose votes Total number of votes cast by them were declared invalid

Resolution 2:- Appoint a Director in place of Shri Shekhar Agarwal (DIN: 00066113), who retires by rotation and being eligible, offers himself for re-appointment. (Ordinary Resolution)

(i) Voted in favour of Resolution:

Mode of Voting	Number of voted through voting system Members electronic	Number of votes cast in favour of Resolution	% of total number of valid votes cast 97.8151 100.0000 97.8152
RemoteE-Voting	123	13119502
E-Voting at Venue	2	900
Total	125	13120402

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(ii) Voted against the Resolution:

(ii) Voted against the Resolution:	(ii) Voted against the Resolution:
Mode of Voting Number of Members Number of votes voted through electronic cast against the votingsystem Resolution		O/o of total number of valid votes cast
RemoteE-Voting 23	293056	2.1849
E-Voting at Venue --	--	- - 2.1848	- -
Total 23	293056

(iii} Invalid votes: Total numbers of Members whose votes Total number of votes cast by them were declared invalid Nil

Resolution 3:- Appoint a Director in place of Shri Brij Mohan Sharma (DIN: 08195895), who retires by rotation and being eligible, offers himself for reappointment. (Ordinary Resolution)

(i) Voted in favour of Resolution:

Mode of Voting Remote E-Voting E-Votingat Venue Total	Number of voted electronic system	Members through voting	Number of votes cast in fvour of Resolution	%of total number of valid votes cast
		126 2	13124070 900	97.8491 100.0000
		128 13124970		97.8493

(ii)

Voted against the Resolution:

Mode of Voting E-Voting	Number of voted Members through electronic voting system 20	Number of votes cast against the Resolution 288488		% of total number of valid votes cast
				2.1509
E-Votingat Venue Total	- - 20	-- 288488		-- 2.1507

(iii} Invalid votes:

Total numbers of Members whose votes were Total number of votes cast by them declared invalid Nil

BUSINESS:-

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(i) Voted in favour of Resolution:

(i) Voted in favour of Resolution:	(i) Voted in favour of Resolution:	(i) Voted in favour of Resolution:	(i) Voted in favour of Resolution:
Mode of Voting Number of Members voted through electronic voting system Number of votes cast in fvour of Resolution				% of total number of valid votes cast
RemoteE-Voting		141 13411558		99.9925
E-Voting at Venue Total		2 143	900 100.0000 13412458 99.9925

(ii) Voted against the Resolution:

Mode of Voting E-Voting	Number of voted through voting system Members electronic 5	Number of voted through voting system Members electronic 5	Number of votes castagainst the Resolution 1000	% of total number of valid votes cast .0075
E-Voting at Venue		--	--	--
Total		5	1000	0075

(iii) Invalid votes:

(iii) Invalid votes:
Total numbers of Members whose votes wereI declared invalid	Total number of votes cast by them
Nil

Based on the Report dated 15t[h ] September, 2021 of Scrutinizer, the Chairman declared that all the Resolutions as set out in the Notice of 601[h ] Annual General Meeting have been duly approved by the Shareholders with requisite majority.

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Sd/
CHAIRMAN
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Date of Entry: 6t[h ] October, 2021