Salzer Electronics Ltd. — AGM Information 2020

Sep 14, 2020

SALZER ELECTRONICS LTD. —t— | bad —| CIN : L03210TZ1985PLC001535

To September 14, 2020

THE CORPORATE RELATIONSHIP DEPT M/s. National Stock Exchange of India Ltd., BSE Limited Exchange Plaza, C-1, Block G, | Floor, New Trading Ring, Bandra Kurla Complex, Rotunda Building, Bandra (E), Mumbai — 400 051 P.J.Towers, Dalal Street, Tel :+91 22 26598235/36, 26598346 Fort, Mumbai - 400 001. Fax : +91 22 26598237/38 SCRIP CODE: 517059 Symbol: SALZERELEC

Dear Sir,

Sub : Submission of AGM Proceedings

held We wish to inform that our 35" Annual General Meeting ("AGM") of the Members of the Company on September 12, 2020 at Registered Office of the Company at Samchettipalayam, Coimbatore- 64047 through VC / OAVM as permitted under MCA notification dt. 19.03.2020 through been meeting id: 99036870861 and all the business as set out in the Notice of 35" AGM has duly transacted thereat.

Obligations In compliance with Regulation 30 read with Part A and Para A of Schedule Ill to SEBI (Listing Proceedings and Disclosure Requirements) Regulations 2015, we are forwarding herewith the of our above 35"" Annual General Meeting for information and record of Exchange.

aforesaid Further we would like to submit the fact that in pursuance of Proviso to Regulation 30(6) of following Regulation regarding the delay in filing of proceeding after 24 hours that since the 2020), intermittent day i,e next day after our AGM, happened to be Sunday (September 13, today we are filing our proceedings of AGM held on September 12, 2020.

Kindly acknowledge the receipt.

Thanking you

Yours faithfully For Salzer Electronics Limited

S Baskarasubramainain

Director (Corporate Affairs) & Company Secretary DIN: 00003152

Encl : As above

yl Samichettipalayam, Coimbatore - 641 047, India. e. Phone : + + 91 422 4233600 Fax :++91 422 2692170 Sete Hae E-mail : salzer@salzergroup.com Website : www.salzergroup.com

Ly PROCEEDINGS HELD OF THE 35™ ANNUAL GENERAL MEETING OF M/S.SALZER ELECTRONICS LIMITED AT 11.30 A.M ON SATURDAY, SEPTEMBER 12, 2020 THROUGH VIDEO CONFERENCING (VC)/ MEETING ID No. 170 189 4470

DIRECTORS PRESENT:

1	Mr. Rangachary N	: Chairman
2	Mr. Doraiswamy R	Attended from Bangalore : Managing Director
3	Mr. Rajeshkumar D	Attended from the Registered Office : Joint Managing Director and CFO
4	Mr. Ramachandran. P	Attended from the Registered Office : Whole Time Director
5	Dr. Mrs.Thilagam Rajesh	Attended from the Registered Office > Non Executive and Non Independent Director
6	Mr. Jayabal N	Attended from the Registered Office : Independent Director
6	Mr. Nirmal Kumar Chandria	Attended from the Registered Office : Independent Director
7	Mr. Shah. P.K	Attended from Coimbatore > Independent Director
8	Mr. Sankaran. V	Attended from Bangalore : Independent Director
9	Mr. Venkatapathy L	Attended from Bangalore : Independent Director
10	Mr. S.Baskarasubramanian	Attended from the Registered Office : Independent Director Attended from the Registered Office
	IN ATTENDANCE:
dt	Mr BJayaram	: Statutory Auditor, JDS Associates,
2	Mr. Jayaraman	Attended from Coimbatore : Internal Auditor, Covai Management Services
3	Mr. G.Vasudevan	Attended from Bangalore : Secretarial Auditor and Appointed Scrutinizer M/s. G V and Associates, Company Secretaries, Coimbatore
4	Mr. Ramasubramania Raj	Attended from Coimbatore : Cost Auditor,

Attended from Coimbatore

Members present in person: 124

The meeting commenced under the chairmanship of Mr. N Rangachary, Chairman of the Company.

Mr. § Basrecaibrananian, Director (Corporate Affairs) & Company Secretary started his introductory speech, and briefly elaborated Members about the circumstances led to this 35" AGM by Video Confe ncing, and briefed them on certain points relating to the participation at the Meeting through VC. He confirmed that the proceedings of the meeting was video recorded and live streaming was webcast on National Depository System Limited ('NSDL') website

Mr. N Rangachary, Chairman, chaired the Meeting. The requisite quorum being present, the Chairman called the Meeting to order. He informed the members. The Chairman welcomed all the Directors and Auditors, and requested them to introduce themselves to the Members. Accordingly, all the Directors and statutory auditors indemnified themselves and confirmed their presence at the meeting.

With the consent of the Members, the Chairman informed that the Notice of the Meeting and Auditors' Report were taken as read.

The Chairman started his speech. The key features of his speech:-

• » Comprehensive reason on skipping the Dividend for the Financial years 2019-20
• » General Macro and Micro Economic trend and progress of Electrical and Electronics Industry

• » Performance of Salzer in 2019-20 and in QIFY21 including Covid -19 impact on operations

• » Significant developments during the year 2019-20 and way forward for Salzer

As requested by the Chairman:-

• » The Managing Director thanked all the members for their continuous support and guidance for evolving Salzer's growth.

• » Mr. P Ramachandran, Whole Time Director briefed out the activities of the Unit IV and V- Wires and Cables Units, a largest contributor to the topline, and its future prospectus and

• » Mr. V Sankaran narrated Salzer's performance under Covid-19 pandemic and expressed his hope that Salzer would achieve the pre-covid level of performance during the third quarter

• ^>Mr. L Venkatapathy, a long serving and outgoing Director, thanked all members and requested their never ending support for Salzer's growth.
• ^>Dr Thilagam Rajesh briefly highlighted various measures adopted by Salzer to fight Pandemic spread in the work places and also well-being of the employees.

After Board members' address, the chairman placed the following set of resolutions as set out in the Notice for Members approval.

|| Ordinary Business

• | 1. Adoption of the audited Standalone and consolidated financial statements of the Company for the fin ncial year ended March 31, 2020 and the reports of the Board of Directors with its annexures and auditors thereon;
• 1. Re-Appointment of a director in place of Dr.Thilagam Rajesh who retires by rotation at this Annual General Meeting and being eligible, has offered herself for re-appointment.
• 1. Re-Appointment of a director in place of Mr. S Baskarasubramanian who retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment.

Special Business

• 1. Appointment of Mr. Vishnu Rangaswamy as Non-Executive and Non Independent Director with term of office subjected to retirement by Rotation
• 5: Ratification of the remuneration payable to Mr. A R Ramasubramania Raja, appointed cost auditor for the financial year 2020-21.

The Chairman then invited the Members to express their views, give suggestions and make enquiries on the operations and financial performance of the Company and related matters. After a Member spoke, the Joint Managing Director responded to all queries of the Members as requested by the Chairman.

The Chairman requested the Members to cast their e-voting, if not cast earlier, for 15 minutes from 12.46 Hrs — 13.01 Hrs after the closure of the meeting and in this regard, he briefed that in order to conduct the voting process in fair and transparent manner Mr. G Vasudevan, Company Secretaries, G V Associates, Coimbatore has been appointed as the Scrutinizer for overseeing the process who was also present at the meeting.

The Chairman authorized Director (Corporate Affairs) and Company Secretary to receive report from the Scrutinizer and declare the voting results by means of dissemination to the Exchanges and posting in Company's Website within the stipulated time.

The Chairman thanked the members for their continuing support and for attending and participating in the meeting.

The meeting concluded at 12.46 Hrs

As per attached voting abstract of the scrutinizer, all the resolutions placed before Meeting have duly been passed with the requisite majority

(Sd/-) Chairman of the meeting

SALZER ELECTRONICS LIMITED

CIN: L03210TZ1985PLC001535

Registered Office: Samichettipalayam (Post), Jothipuram, Coimbatore - 641047

SALZER ELECTRONICS LIMITED CIN: L03210TZ1985PLC001535 Registered Office: Samichettipalayam (Post), Jothipuram, Coimbatore - 641047 35th Annual General Meeting held on 12th September 2020 at 11.30 AM through video conferencing or other audio visual means.
Resin No.	Item	Declaration of Results Total No. of Shares in the Company	Total No of Persons Voted	No. of Votes Polled	No of Persons Voted 'For	For Votes	%	No of Persons Voted Against	Against Votes	%
	Ordinary Business To consider and adopt the standalone and consolidated audited financial statements of the Company for the financial year ended 31.03.2020 comprising of balance sheet as at March 31,2020, Statement of Profit and loss for the year ending on that date, Cash Flow Statement and Statement of changes in Equity as on that date and the reports of the Board of Directors along with annexure and Auditors report thereon	15982737	220	7814240	217	7644219	97.82		170021	2.18
	To re-appoint a Director in place of Dr.Mrs. Rajeshkumar Thilagam (DIN: 00006783), who retires by rotation at this Annual General Meeting and being eligible has offered herself for re-appointment.	15982737	220	7814240	214	6922619	88,59		170100	2.18
	To re-appoint a Director in the place of Mr.Sankaran Baskarasubramanian (DIN: 00003152) who retires by rotation at this annual general meeting and being eligible has offered himself for re appointment	15982737	220	7814240	215	7622022	97.54		170050	2.18
	Special Business To consider and approve the appointment of Mr.Vishnu Rangaswamy (DIN: 00793090) as a Non- Executive and Non Independent Director.	15982737	220	7814240	216	6325298	80.95		170048	2.18

Place: Note: Coimbatore For item No.2 ,3 & 4 votes cast by Interested parties are not considered Date : 12.09.2020

ICSI UDIN: FO06699B000704198

a" on Partner, G.V. And Associates Scrutinizers VASUDEVAN ,B.Com.,LLB.,FCS COMPANY SECRETARY IN PRACTICE FCS 6699 CP 6522