Ruchi Infrastructure Ltd — AGM Information 2023

Sep 22, 2023

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Date: 22[nd] September, 2023

To

BSE Ltd. Floor No. 25 Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001

National Stock Exchange of India Ltd.

Exchange Plaza Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051

Sub: Submission of proceedings of 39[th] Annual General Meeting (AGM) under Regulation 30 (2) read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir(s),

In terms of Regulation 30 (2) read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith gist of proceedings of the 39[th ] Annual General Meeting (AGM) of the Company held on Thursday, 21[st] September, 2023 at 3.30 pm through video conferencing.

The Company shall be separately submitting the results in terms of Regulation 44 (3) of the above referred Regulations.

Kindly take the same on your record.

Thanking you, Yours faithfully, For Ruchi Infrastructure Limited Narendra Digitally signed by Narendra Kumar Shah Kumar Shah Date: 2023.09.22 10:20:41 +05'30'

Narendra Shah Executive Director DIN: 02143172

Encl: As above

___________________ Regd. Office : 706, Tulsiani Chambers, Nariman Point, Mumbai – 400021, Maharashtra E-mail id: info@ruchiinfrastructure.com Website: www.ruchiinfrastructure.com

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Gist of proceedings of the 39[th ] Annual General Meeting of Ruchi Infrastructure Limited

1. Date, time and venue of the meeting:

The 39[th ] Annual General Meeting (hereinafter referred to as the meeting) of the Company was held through video conferencing, without physical presence of the members at a common venue, on Thursday, the 21[st] September, 2023. The meeting commenced at 3.30 pm and concluded at 3.52 pm.

2. Brief details of items deliberated at the meeting and result thereof:

• Mr. Mohan Das Kabra, Independent Director & Chairperson of Audit Committee of the Board of Directors of the Company was appointed to chair the meeting pursuant to provisions of section 104 of the Companies Act, 2013 and the Articles of Association of the Company. Requisite quorum being present, the Chairman called the meeting in order. All the directors except Mr. Narendra Shah, Executive Director and Mr. Krishna Das Gupta, Independent director of the Company attended the meeting. The Statutory auditors, Secretarial auditor, Chief Financial Officer and the Company Secretary were also present.

• The Chairman informed the members that the Register of Directors and Key Managerial Personnel and their shareholdings, the Register of Contracts and Arrangements and the financial statements were available at the meeting portal.

• The Chairman addressed the shareholders about the performance of the Company and affirmed his satisfaction with the efforts made by the Company to enable the members to participate and vote on the items being considered in the meeting.

• The Chairman informed the availability of e-voting facility during the meeting for the members, who did not use the remote e-voting facility, to cast their vote of the business items of the Notice of meeting.

• The Chairman informed the members that the results of voting along with the Scrutinizer’s Report shall be placed on the Company’s website and on the website of Central Depository Services (India) Limited.

• He, then invited the speaker members, who commented on performance and operations of the Company.

• The Chairman informed the members who were yet to cast the vote, may do so within next fifteen minutes. Thereafter, the chairman declared the meeting as concluded.

  • Digitally signed by

  • Narendra Narendra Kumar Shah

  • Kumar Shah Date: 2023.09.22 10:21:40 +05'30'

• ---

   - **Regd. Office** : 706, Tulsiani Chambers, Nariman Point, Mumbai – 400021, Maharashtra **E-mail id:** info@ruchiinfrastructure.com **Website:** www.ruchiinfrastructure.com
  

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-2-

• The following items of Ordinary and Special Business as set out in the Notice calling the meeting were put for shareholders' approval:

• i. Consideration and adoption of standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2023 and the Reports of the Board of Directors and Auditors thereon.

• ii. Re-appointment of Mr. Narendra Shah (DIN: 02143172), as director liable to retire by rotation.

• iii. Re-appointment of Mr. Parag Choudhary (DIN: 07845977) as Whole-time Director of the Company.

• iv. Approval of material Related Party Transactions with Patanjali Foods Limited (Formerly known as Ruchi Soya Industries Limited).

• v. Approval for revision in redemption schedule of 54,60,613 - 6% Non-Convertible Cumulative Redeemable Preference Shares.

3. Manner of approval of business

• Pursuant to the provisions of the Companies Act, 2013 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Company provided remote e-voting facility to its members to cast votes electronically, on the resolutions set out in the notice.

• Further, the facility for electronic voting was also made available to such members at the meeting who had not cast their votes by remote e-voting.

• The scrutinizers report on the result of remote e-voting and e-voting at meeting will be made available within two working days of the meeting.

For Ruchi Infrastructure Limited

Narendra Digitally signed by Narendra Kumar Shah Kumar Shah Date: 2023.09.22 10:22:04 +05'30'

Narendra Shah Executive Director DIN: 02143172

___________________ Regd. Office : 706, Tulsiani Chambers, Nariman Point, Mumbai – 400021, Maharashtra E-mail id: info@ruchiinfrastructure.com Website: www.ruchiinfrastructure.com