RSWM Limited — AGM Information 2021

Sep 15, 2021

RSWM 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 September 15, 2021

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

Sub:- Outcome/Summary of Proceedings of 60'h Annual General Meeting held on 151h September, 2021 pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, held through Video Conferencing/Other Audio Visual Means ("VC/OA VM").

Dear Sir/Madam,

In Compliance with Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended), please find enclosed herewith summary of proceedings of the 60[1] " Annual General Meeting (AGM) of the Members of the Company held on today i.e. 15[111 ] September, 2021 through Video Conferencing/Other Audio Visual Means ("VC/OA VM"), without the physical presence of the Members at the AGM venue to transact the business as mentioned in the Notice of AGM dated 1211i August, 2021. The deemed venue for the AGM had been the Registered Office of the Company situated at Kharigram, P.O. Gulabpura- 311 021, Distt. Bhilwara, Rajasthan.

The voting results alongwith the Scrutinizer's Report will be announced/ displayed on the website of the Company and the website of NSDL within 48 hours from the conclusion of meeting and the results shall also be intimated to BSE Limited and National Stock Exchange oflndia Limited.

Please take and keep the above in your record and disseminate the same for the information oflnvestors.

Thanking you,

Yours faithfully, For RSWM LIMITED

AVP-LEGAL & COMPANY SECRETARY FCS-2615

Encl.: As above

(Formerly Rajasthan Spinning & Weaving Mills Limited)

Corporate Office :

Bhilwara Towers, A-12, Sector-1 Naida - 201 301 (NCR-Delhi), India Tel: +91-120-4390300 (EPABX) Fax:+91-120-4277841 Website: www.rswm.in GSTIN: 09AAACR9700M1Z1

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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 Identification Number: L17115RJ1960PLC008216

RSWM Limited

an LNJ Bhilwara Group Company

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PROUD TO BE INDIAN
PRIVILEGED TO BE GLOBAL
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Summary of Proceedings of 60th Annual General Meeting (AGM) of the Members of the Company which was convened on Wednesday, the 15th day of September, 2021 at 02:00 P.M. through Video Conferencing /Other Audio Visual Means ("VC/OA VM").

The 601[h ] Annual General Meeting of RSWM Limited was convened today i.e. Wednesday the ] 5th day of September, 202 1 at 02:00 P .M. through Video Conferencing ("VC")/Other Audio­ Visual Means ("OA VM") without the physical presence of the members at the AGM venue in compliance with the Circular issued by the Ministry of Corporate Affairs ("MCA") dated January. 13, 202 1 which read together with Circular dated 81h April, 2020, Circular dated 13[th ] April, 2020 and by Circular dated 5t[h ] May, 2020 as also circulars issued by Securities Exchange Board ofl ndia (SEBI) dated 15111 January. 2021 read with Circular dated 12th May, 2020 and as per the other applicable provisions of the Companies Act, 20 13 and the rules made thereunder. The deemed venue for the AGM had been the Registered Office of the Company at Kharigram, P.O. Gulabpura - 31 1021, Distt. Bhilwara, Rajasthan.

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

The following Directors, KMP's, CFO, Auditors and other panelist were present in· the meeting through Video Conferencing/ Other Audio Visual Means ("VC/OA VM") from their respective locations:

• Shri Riju Jhunjhunwala (DIN-00061060) Chairman and Managing Director & CEO

• Shri B.M. Sharma (DIN- 08 195895) Joint Managing Director.

• Shri Ravi Jhunjhunwala (DIN-00060972) Non Independent Director

• Shri Shekhar Agarwal (DIN-00066113) Non Independent Director, Member of Nomination and Remuneration Committee and Member of Stakeholders' Relationship Committee.

• Shri Arun Churiwal (DIN-0000 17 18) Non Independent Director, Chairman of Corporate Social Responsibility Committee and Member of the Stakeholders' Relationship Committee.

• Dr. Kamal Gupta (DIN-00038490) Independent Director, Chairman of Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee and Member of Risk Management Committee.

• Shri Priya Shankar Dasgupta (DIN-000 12552) Independent Director of the Company.

• Mrs. Archana Capoor (DIN-01204 170) Independent Director, Member of Audit Committee.

• Shri Deepak Jain (DIN-00004972) Independent Director of the Company.

• Shri Yogesh Kumar Gupta, Audit partner of Mis. S. S. Kothari Mehta & Co. Chartered Accountants, New Delhi.

• 1 1. Shri Gaurav Lodha, Audit Partner of Mis. Lodha & Co. Chartered Accountants, New Delhi.

(Formerly Rajasthan Spinning & Weaving Mills Limited)

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: 08ACR9700M1Z3 CR9700M1Z3 Corporate Identification Number: L 17115RJ1960PLC008216

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: 08ACR9700M1Z3 CR9700M1Z3

nswM Limited

an LNJ Bhilwara Group Company

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PROUO TO BE INDIAN
PRIVILEGED TO BE GLOBAL
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1. Shri Mahesh Kumar Gupta, Practicing Company Secretary (FCS 2870) (C.P. No 1999), Proprietor of M/s. Mahesh Gupta & Company, Company Secretaries, New Delhi, representing Secretarial Auditor of the Company as well appointed as the Scrutinizer to scrutinize the remote e-voting process and e-voting at Annual General Meeting in a fair and transparent manner.

2. Shri Avinash Bhargava, Chief Financial Officer of the Company.

3. Shri Surender Gupta, Company Secretary and Compliance Officer of the Company.

The Company Secretary informed the Members that pursuant to the provisions of Section l 08 of the Companies Act, 20 13 read with Rule 20 of the Companies (Management and Administration) Rules, 20 14 (as amended) and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 20 15 (as amended), Secretarial Standard No. 2 on General Meetings, the Company had provided the facility of remote e-voting through NSDL portal to its Members from 121h September, 2021 (9:00 a.m.) to 14th September, 202 1 (5:00 p.m.) to exercise their votes electronically. The e-voting facility during the AGM was also provided through the NSDL portal to those members who did not cast their votes through remote e-voting in respect of all resolutions mentioned in the Notice convening 601 1 AGM.

The Company Secretary further informed the Members that the documents referred to in the accompanying Notice were available for inspection at the website of the Company and the Statutory Registers maintained as per the Companies Act, 2013, were kept open electronically for inspection by the members during the AGM.

Shri Surender Gupta, Company Secretary and Compliance Officer of the Company further informed the Chairman that requisite number of members for constituting the quorum as per the Companies Act, 20 13 were present.

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The requisite quorum being present, the Chairman called the Meeting to order. The quorum was present throughout the meeting. He then welcomed the members to the 601h Annual General Meeting of the Company. The Chairman informed the members that Shri Amar Nath Choudhary, Independent Director of the Company has conveyed his inability to attend the meeting due to unavoidable reasons and he had sent his good wishes/ greetings to all the Directors/KMP's and members present in the meeting.

The Notice of the 601h AGM and the Annual Report and financial statements were taken as read with the permission of members present as the same had already been circulated to the Members. There were no qualifications, reservation and adverse remarks in the Auditor's Report on the financial statements and the report of Secretarial Auditor of the Company and accordingly they were not required to be read.

The Chairman, thereafter, addressed the members highlighting the salient features of the Company's operations and performance relating to the year ended the 31st March, 202 1 and also

highlighted on the performance of the Company for the current fiscal year 2021-22. (Formerly Rajasthan Spinning & WEiaving Mills Limited)

Corporate Office : Bhilwara Towers, A-12, Sector-1 Naida - 201 301 (NCR-Delhi), India Tel: +91-120-4390300 (EPABX) Fax: +91-120-4277841 Website: www.rswm.in GSTJN: 09AAACR9700M1Z1

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: 08A CR9700M1Z3

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Corporate Identification Number: L 17115RJ1960PLC008216

RSWM Limited

an LNJ Bhilwara Group Company

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PROUD TO BE INDIAN
PRIVILEGED TO BE GLOBAL
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The Chairman then initiated discussion and invited the shareholders who had registered themselves as Speakers and were attending the Meeting through VC/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 3 pt March, 2021. The queries of the members were aptly replied by the Chairman.

Thereafter, the Chairman put forward the Resolutions relating to the following items:-

ORIDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) for the financial year ended the 3 pt March, 202 1 and the Report of Directors and Auditors thereon. (Ordinary Resolution)

2. To 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)

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

SPECIAL BUSINESS

1. 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)

The Chairman announced that the combined results of e-voting and voting at the AGM alongwith the Scrutinizer's Report shall be placed on the Company's website and on the website of NSDL within 48 hours from the conclusion of meeting i.e. on or before 17th September, 2021 and the results shall also be intimated to BSE Limited and National Stock Exchange of India Limited.

He then informed to the members that Shri Mahesh Kumar Gupta, Practicing Company Secretary had been appointed as the scrutinizer to conduct and scrutinize the process of e-voting in fair, transparent and efficient manner. Thereafter, the e-voting process was conducted in the presence of the scrutinizer.

The Chairman thanked all the members for their participation in the meeting. The meeting concluded at 2:45 P.M. The E-voting facility was kept open for next 15 minutes to enable the Shareholders to cast their vote.

(Formerly Rajasthan Spinning & Weaving Mills Limited}

Corporate Office : Fax: +91-120-4277841 Website: www.rswm.in Tel: +91-1483-223144 lo 223150, 223478 Fax: +91-1483-223361, 223479 Noida - 201 301 (NCR-Delhi), India Tel: +91-120-4390300 (EPABX} Website: www.lnjbhilwara.com Bhilwara Towers, A-12, Sector-1 Kharigram, Post Office Gulabpura - 311 021 GSTIN: 09A CR9700M1Z1 GSTIN: 08A CR9700M1Z3 Dist!. Bhilwara, (Rajaslhan}, India Regd. Office:

Corporate Identification Number: L 17115RJ1960PLC008216