Sadhana Nitrochem Ltd. — AGM Information 2020

Sep 26, 2020

CIN : L24110MH1973PLC016698 ty SADHANA NITRO CHEM LIMITED

10, Bruce Street, ist Floor, 8/12 Homi Mody Street, Fort, Mumbai 400001 Sea. Tel. : 022-68663300, Email : sadhananitro@sncl.com, Website : www.sncl.com

September 26, 2020

To, Bombay Stock Exchange Limited, 1st Floor, P.J. Towers, Dalal Street, Mumbai - 400001

Scrip Code - 506642

Subject: Proceedings of the 47 Annual General Meeting (AGM) Of Sadhana Nitro Chem Limited held on Friday, September 25, 2020 under Regulation 30 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Sir/Ma'am,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule III, we hereby submit the proceedings of 47% Annual General Meeting ("AGM") of Sadhana Nitro Chem Limited ("the Company") held on Friday, 25th September, 2020 at 4:30 P.M (IST) through Video conferencing/ other Audio visual means, to transact the businesses as per the Notice of the AGM. In this Regard, please find enclosed the following:

• 1. The brief proceedings as required under Regulation 30, Para A of Part A of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• 1. Consolidated Report of the Scrutinizer dated September 26, 2020 on remote e voting and electronic voting at the AGM

Kindly take the same on record and Acknowledge receipt of the same.

FOR SADHANA NITRO CHEM LIMITED

\ é

Nitin Rameshchandra Jani Company Secretary & Compliance Officer Membership No.: A4757 Address: - Plot No. 177, Room No.16, Jawahar Nagar Road No.2, Goregaon (West) Mumbai — 400062 Encl: A/a

10, Bruce Street, 1st Floor, 8/12 Homi Mody Street, Fort, Mumbai 400001 Seal. Tel. ; 022-68663300, Email : sadhananitro@sncl.com, Website : www.sncl.com

SUMMARY OF PROCEEDINGS OF 477TH AGM HELD ON 25.09.2020

The 47th Annual General Meeting (AGM) of the Company was held on Friday, 25th September August, 2020, through two-way Video Conference (VC) /Other Audio Visual Means (OAVM) in accordance with the applicable provisions of Companies Act, 2013 read with the Rules issued thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting commenced at 04.30 p.m.

Mr. Asit Dhankumar Javeri, Executive Chairman of the company chaired the AGM and welcomed the Members to the 47th AGM and introduced them to the Directors and Key Managerial personnel of the company. The chairman further introduced the Statutory Auditors (M/s. Jayesh Dadia & Associates LLP, Chartered Accountant F-.R. No.121142W/W100122) and M/s. Makarand M. Joshi & Co, Secretarial Auditor for the financial year 2019-20.

The Chairman informed the members that the Company had taken all feasible efforts under the current circumstances to enable members to participate through video conference and vote at the AGM.

The requisite quorum being present through Video Conference, the Chairman called the meeting to order. Four Directors were present for the meeting the other Three directors could not take part in the AGM due to pre-occupancy.

The Chairman provided general instructions to the members regarding participation in the meeting. He, inter alia, informed the members that the documents which are statutorily required to be kept open were available electronically for inspection by the members during the AGM.

The Chairman then continued delivering his speech to the shareholders of the Company which included highlights on business performance, financials, outlook, etc.

The Notice convening the AGM and the Annual Report of the Company for the financial year ended 3lst March, 2020, were taken as read as the same were already circulated to the members. As the Audit Report, did not contain any qualifications/adverse remarks it was not read at the meeting.

Thereafter, Chairman enlightened the members that the company provided electronic voting facility ("remote e-voting") to the members to caste their votes electronically on all resolutions set out in the Notice of 47th AGM. He then informed that the remote e-voting commenced on Tuesday, September 22, 2020 (9:00 a.m. IST) and ended on Thursday, September 24, 2020 (5:00 p.m. IST).

The chairman then educated the members about the appointment of Ms. Kumudini Bhalerao from M/s. Makarand M. Joshi and Co., Practicing Company Secretaries as the scrutinizer.

Further, the shareholders were informed that the result of remote e-voting would be

CIN : L24110MH1973PLC016698 ty SADHANA NITRO CHEM LIMITED

The members were then requested to raise their queries on the Agenda Items as set out in the Notice convening the 47 AGM of the Company and the Annual Report. None of the speaker shareholders spoke or raised any query during the meeting.

	CHEM NITRO SADHANA ty Sea. 10, Bruce Street, 1st Floor, 8/12 Homi Mody Street, Fort, Mumbai 400001 Tel. : 022-68663300, Email : sadhananitro@snel.com, Website : www.sncl.com	LIMITED CIN : L24110MH1973PLC016698
same	AGM Company, the conclusion of the declared by the hours within from and 48 the NDSL BSE submitted (www.evoting.nsdl.com), Limited shail be to = (www.bseindia.com), and will also be hosted on the Company's website www.sncl.com.
	Members who had not cast their votes through remote e-voting platform were provided with an opportunity to cast their votes, electronically during the AGM
The members were then requested to raise their queries on the Agenda Items as set out in the Notice convening the 47 AGM of the Company and the Annual Report. None of the speaker shareholders spoke or raised any query during the meeting.
	members The Chairman, thereafter, thanked all the and for their constructive suggestions and observations.	for their participation at the AGM
	The members were allowed to vote on the resolution as set out in the Notice of AGM till 30 minutes from the conclusion of AGM.
The	convening of business, following items Notice per the as Company were transacted at the meeting:	47 AGM the the of
Ss. No.	Details of the Resolution	Resolution required (Ordinary/ Special
Is	of the Company for Ordinary Resolution Adoption of the financial statements ended March, 2020 together financial year 31st on the Board and Auditors' with the reports of the of Directors thereon
2	Seema Javeri Appointment of Smt. 00026496) as (DIN: Director of the Company, liable to retire by rotation	a Ordinary Resolution
3.	Ratification of remuneration of Cost Auditors	Special Resolution

All the aforesaid resolutions were passed with requisite majority. Detailed voting results for the votes cast through remote e-voting and electronic voting at the AGM on all the resolutions as set out in the Notice of AGM are enclosed

The meeting concluded at 04:50 p.m. with a vote of thanks to those present in the meeting.

FOR SADHANA NITRO CHEM LIMITED

we

Nitin Rameshchandra Jani Company Secretary & Compliance Officer Membership No.: A4757 Address: - Plot No. 177, Room No.16, Jawahar Nagar Road No.2, Goregaon (West) Mumbai — 400062

MAKARAND M. JOSHI & CO. Company Secretaries

Ecstasy, 803/804, 8' Floor, City of Joy, J.S.D Road, Mulund (West), Mumbai- 400080 (Ph) 022-21678136

Consolidated Report of Scrutinizer on Remote e-voting and electronic voting at the Annual General Meeting (AGM)

To

Mr. Asit Javeri

Chairman/Authorised Representative

of 47» Annual General Meeting (AGM) of the shareholders of Sadhana Nitro Chem Limited (hereinafter the "Company"), held on 25's September, 2020 at 04:30 PM through video conferencing ("VC") /other audio-visual means (OVAM)

Consolidated Scrutinizer's Report on voting through Remote E-voting and electronic voting at the AGM in terms of provisions of the Companies Act, 2013 (herein after the "ACT") read with the Rules issued there under and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

• A. I, Kumudini Bhalerao, Partner of M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, appointed as Scrutinizer in the meeting of Board of Directors of the Company held on Wednesday, 29' July, 2020 to conduct the following:
• (i) Remote e-voting process done by the shareholders of the Company pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014; and
• (ii) Electronic Voting at the AGM under the provisions of Section 109 of the Companies Act, 2013 read with Rule 21 of the Companies (Management and Administration) Rules, 2014 at the 47 AGM held on 25 September, 2020 at 04:30 PM.
• Pursuant to Section 101, 108 of the Act and Rule 20 of Companies (Management & Administration) Rules 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Company has confirmed that the Electronic copy of the Notice convening the 101s' AGM of the Company along with the process of electronic voting at the AGM and the remote e-voting were sent to the shareholders whose e-mail addresses are registered with the Company/Depository Participant(s) for communication purposes in compliance with MCA Circulars dated 5t May, 2020 read with circulars dated 8 April, 2020 and 13 April, 2020 and SEBI Circular dated 12% May, 2020.
• The Company had appointed National Securities Depository Limited (NSDL) for conducting the Electronic voting by the shareholders of the Company at the AGM. After the time fixed for closing of Electronic voting at AGM by the Chairman, voting was closed and votes cast were unblocked.

The Company had availed the remote e-voting facility provided by NSDL for conducting the remote e-voting by the shareholders of the Company. The remote e-voting commenced on Tuesday, 224 September, 2020 at 9:00 AM and ended on Thursday, 24 September, 2020 at 5:00 PM and the NSDL remote e-voting portal was blocked for voting thereafter.

• On the basis of the votes exercised by the shareholders of the Company by way of electronic voting at the AGM of the Company held on 25 September, 2020, I have issued Scrutinizer's Report dated 26 September, 2020.
• On the basis of the votes exercised by the shareholders of the Company through remote e-voting. I have issued separate Scrutinizer's Report dated 26'* September, 2020.

The Company had availed the remote e-voting facility provided by NSDL for conducting the The remote e-voting commenced of the Company. remote e-voting by the shareholders on Tuesday, 224 September, 2020 at 9:00 AM and ended on Thursday, 24 September, 2020 at 5:00 PM and the NSDL remote e-voting portal was blocked for voting thereafter.
Report dated 26 September, 2020.	On the basis of the votes exercised by the shareholders of the Company by way of electronic voting at the AGM of the Company held on 25 September, 2020, I have issued Scrutinizer's
On the basis of the votes exercised by the shareholders of the Company through remote e-voting. I have issued separate Scrutinizer's Report dated 26'* September, 2020.
Date of AGM	25th September, 2020
Total number of shareholders on record date (i.e. as on 18th September, 2020)	10,552
No. of shareholders present in the meeting either in person or through proxy:
Promoter and Promoter group	NA
Public	NA
No. of shareholders attended the meeting through Video Conferencing:
Promoter and Promoter group	6
Public	38

Resolution Item No. 1 - Ordinary Resolution:

To consider and adopt the Audited Financial Statement (including the Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2020 and the reports of the Board of Directors ("the Board") and auditors thereon.

	Resolution Item No. 1	-	Ordinary Resolution:
		To consider and adopt the Audited Financial Statement (including the Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2020 and the reports of the Board of Directors ("the Board") and auditors thereon.
	Sr. Promoter/ No_ Public	Mode of Voting	Shares Held polled	Total No. of No.of votes %.of Votes No.	Polled on outstandin g shares	of Votes No. of - in favour	Votes - against	infavour against on on votes polled	% of Votes % of Votes votes polled
			[1]	21	[S]=[(2)/)] "00	[4]	[5]	00	[6]=[(4)/(2)1 (71 16)/2)I 100
1	Promoter and Remote Promoter	E-Voting		68937530	99.99	68937530	0	100.00	0.00
	Group	E- Voting at AGM Total	68947530	0 68937530	0.00 99.99	0 68937530	0 0	0.00 100.00	0.00 0.00
	Public -	Remote		0	0.00	0	0	0.00	0.00
2	Institutional E-Voting holders	E- Voting at	132110	0)	0.00	0	0	0.00	0.00
		AGM Total		0	0.00	0	0	0.00	0.00
	Public-Others Remote			2140352	8.89	2140317	35	100.00	0.00
3		E-Voting E- Voting at	24071850	3000	0.01	3000	0	100.00	0.00
		AGM Total		2143352	8.90	2143317	35	100.00	0.00

Resolution Item No. 2 - Ordinary Resolution:

Appointment of Smt. Seema Asit Javeri as a director liable to retire by rotation.

	Resolution Item No. 2	-	Ordinary Resolution:	Appointment of Smt. Seema Asit Javeri as a director liable to retire by rotation.
	Sr. Promoter/ No_ Public	Mode of Voting	Total No. of No. of votes Shares Held polled		Polled on outstanding shares	% of Votes No. of Votes No. of - in favour	Votes - against	% of Votes % of Votes in favour
								on votes polled	against on votes polled
					[3]=[(2)/(1)]				[6]=[(4)/(2)1 [71=15)/(2)]
1		Remote	[1]	[2] 68937530	"00 99.99	[4] 68937530	[5] 0	100 100.00	"100 0.00
	Promoter and _ £-Voting P romoter	E- Voting at	68947530	0)	0.00	0	0	0.00	0.00
	Group	AGM Total		68937530	99.99	68937530	0	100.00	0.00
		Remote		0	0.00	0	0	0.00	0.00
2	Public - Institutional	E-Voting E- Voting at	132110	0)	0.00	0	0	0.00	0.00
	holders	AGM Total		0	0.00	0	0	0.00	0.00
3		Remote E-Voting		2140352	8.89	2140107	245	99.99	0.01
	Public-Others	Eorins at	24071850	3000	0.01	3000	0	100.00	0.00
	Total	Total	93151490	2143352 71080882	8.90 76.31	2143107 71080637	245 245	99.99 100.00	0.01

Resolution Item No. 3 - Ordinary Resolution:

Ratification of remuneration to Cost Auditor

	Resolution Item No. 3 Ratification of remuneration to Cost Auditor	-	Ordinary Resolution:
	Sr. Promoter/ No_ Public	Mode of Voting	Total No. of No. of votes Shares Held polled		Polled on outstanding shares	% of Votes No. of Votes No. of - in favour	Votes - against	% of Votes % of Votes in favour on votes polled	against on votes polled
			[1]	[2]	[3]=[(2)/(1)] "00	[4]	[5]	[6]=[(4)/(2)1 [71=15)/(2)] 100	"100
		Remote		68937530	99.99	68937530	0	100.00	0.00
1	Promoter and P romoter	E-Voting E- Voting at	68947530	0)	0.00	0	0	0.00	0.00
	Group	AGM Total		68937530	99.99	68937530	0	100.00	0.00
2		Remote E-Voting		0	0.00	0	0	0.00	0.00
	Public - Institutional	E- Voting at AGM	132110	0)	0.00	0	0	0.00	0.00
	holders	Total		0	0.00	0	0	0.00	0.00
3		Remote E-Voting		2140352	8.89	2140107	245	99.99	0.01
	Public-Others	Ee oting at	24071850	3000	0.01	3000	0	100.00	0.00
		Total		2143352	8.90	2143107	245	99.99	0.01
	Total		93151490	71080882	76.31	71080637	245	100.00	0.00

G. As requested by the management, | am submitting herewith a consolidated report on the results of remote e-voting together with the results of the Electronic voting facilitated at the AGM.

It is to be noted that:

• 1. Voting rights on the shares transferred to 'Unclaimed Suspense Account' and those shares transferred to the 'Investor Education and Protection Fund' are frozen.
• 1. The votes cast does not include invalid votes.

• All the aforesaid resolutions were passed with requisite majority.

Thanking you, Yours faithfully,

For Makarand M. Joshi & For Sadhana Nitro Chem Limited Co., Practicing Company Secretaries

KUMUDINI DINESH - « BHALERAG

Kumudini Bhalerao Date: 26% umbai September, 2020 Date: 26'* September, 2020

Nitin Jani Co he Authorised CP No. 6690 e "ice bi ; Place: Mumbai ros hea 'ative Place: