Salzer Electronics Ltd. — AGM Information 2021

Sep 14, 2021

SALZER ELECTRONICS LTD

Regd. Office : Samichettipalayam, Jothipuram (Post) Coimbatore -641 047. CIN : L03210TZ1985PLC001535 Phone No.0422-4233600/ 614/696 E-Mail : baskarasubramanian@salzergroup.com web site : https://www.salzergroup.net/

September 14, 2021

THE CORPORATE RELATIONSHIP DEPT BSE Limited I Floor, New Trading Ring, Rotunda Building, P.J.Towers, Dalal Street, Fort, Mumbai - 400 001. SCRIP CODE: 517059

M/s. National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E),Mumbai – 400 051 Tel :+91 22 26598235/36, 26598346 Fax : +91 22 26598237/38 Symbol: SALZERELEC

Dear Sir,

Sub : Submission of AGM Proceedings

We wish to inform that our 36th Annual General Meeting ("AGM") of the Members of the Company held on September 13, 2021 through VC / OAVM as permitted under MCA notification dt. 19.03.2020 and all the business as set out in the Notice of 36th AGM has duly been transacted thereat.

In compliance with Regulation 30 read with Part A and Para A of Schedule III to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we are forwarding herewith the Proceedings of our above 36th Annual General Meeting for information and record of Exchange.

Kindly acknowledge the receipt.

Thanking you

Yours faithfully For Salzer Electronics Limited

SANKARAN BASKARASUBRA MANIAN

Digitally signed by SANKARAN BASKARASUBRAMANIAN DN: c=IN, o=Personal, pseudonym=a1f0970b14f7f3f1aa219a596ac23e84f34ef ed54da38713c999d9ff09f00afc, postalCode=641025, st=TAMIL NADU, serialNumber=e1f7b6cb4e1ce4b8d175adde6dd2a24f60 11a63e64d8c989aec8b27be44a424a, cn=SANKARAN BASKARASUBRAMANIAN

Date: 2021.09.14 11:51:39 +05'30'

S Baskarasubramainain Director (Corporate Affairs) & Company Secretary DIN: 00003152

Encl : As above

To

PROCEEDINGS OF THE 36TH ANNUAL GENERAL MEETING OF M/S.SALZER ELECTRONICS LIMITED HELD AT 11.30 A.M ON MONDAY, SEPTEMBER 13, 2021 THROUGH VIDEO CONFERENCING (VC)/ OTHER AUDIO VISUAL MEANS (OAVM) AS PERMITTED BY THE MINISTY OF CORPORATE AFFAIRS AND SECURITIES EXCHANGE BOARD OF INDIA

DIRECTORS PRESENT:

1	Mr. Rangachary N	:	Chairman
			Attended from his Residence, Bangalore
2	Mr. Doraiswamy R	:	Managing Director
			Attended from Company's Registered Office,
			Coimbatore
3	Mr. Rajeshkumar D	:	Joint Managing Director and CFO
			Attended from Company's Registered Office,
			Coimbatore
4	Mr. Ramachandran. P	:	Whole Time Director Attended from Company's Registered Office,
			Coimbatore
5	Dr. Mrs.ThiIagam Rajesh	:	Non Executive and Non Independent Director
			Attended from Company's Registered Office,
			Coimbatore
6	Mr. Jayabal N	:	Independent Director
			Attended from Company's Registered Office,
			Coimbatore
7	Mr. Nirmal Kumar Chandria	:	Independent Director
			Attended from his Residence, Coimbatore
8	Mr. Shah. P.K	:	Independent Director Attended from his Residence Bangalore
9	Mr. Sankaran. V	:	Independent Director
			Attended from his Residence, Chennai
10	Mr. S.Baskarasubramanian	:	Independent Director
			Attended from his Residence, Coimbatore
	IN ATTENDANCE:
1	Mr B Jayaram	:	Statutory Auditor, JDS Associates,
			Attended from his Office, Coimbatore
2	Mr. Jayaraman	:	Internal Auditor, Covai Management
			Services
			Attended from his Residence, Bangalore
3	Mr. G.Vasudevan	:	Secretarial Auditor and Appointed
			Scrutinizer
			M/s. G V and Associates,
			Company Secretaries, Coimbatore Attended from his office, Coimbatore
4	Mrs. Alamelu	:	Swamy & Ravi
			Former Statutory Auditor
			Attended from her office, Coimbatore

Members present in person: 102

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

Mr. K M Murugesan commenced his introductory speech with brief elaboration on the Key Rules to be followed by the shareholders during the proceedings of the 36th Annual General Meeting.

Followed by above introductory speech, Mr. N Rangachary, Chairman, occupied the Chair and commenced the proceedings of 36th Annual General Meeting for the financial year 2020-21.

The Chairman, after ascertaining requisite quorum being present, called the Meeting to order.

As requested by the Chairman, all the Directors present at the meeting introduced themselves and confirmed their presence.

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. In his speech, he pointed out the dynamics of the Pandemic that affected the people's livelihood, Economy, Industry and finally, its ripple effect on the performance of the Company in the year 2020-21. Besides he also hinted on the progressive outlook of the Company with its new venture in the Electrical Vehicle space

The Managing Director briefly highlighted various strategies pursued by the Company for its long term with the support of its New Ventures and New Business Opportunities from the Overseas Market

The Joint Managing Director narrated various challenges and headwinds faced by the Company in the financial year 2020-21 which distracted its growth and Roads ahead for future growth.

The Board Members, on the request of the Chairman, addressed the Members on various subject connected to the performance of the Company.

After Board members' address, the chairman placed the following set of resolutions as set out in the Notice of 36th AGM for Members approval.

Ordinary Business

• 1. Adoption of the audited Standalone and consolidated financial statements of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors with its annexures and auditors thereon;
• 1. Declaration of the Dividend at the rate of Rs.1.60 (i.e 16%) per Equity Share of Rs.10/ for the Financial year 2020-21;
• 1. Re-Appointment of a director in place of Mr. P Ramachandran who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.
• 1. Re-Appointment of a director in place of Mr. Vishnu Rangaswamy who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

Special Business

• 1. Re-Appointment of Mr. D Rajesh Kumar as Joint Managing Director and Chief Financial Officer for another term of Five years effective October 01, 2021.
• 1. Ratification of the remuneration payable to Mr. A R Ramasubramania Raja, appointed cost auditor for the financial year 2021-22.

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.

Upon which, the Registered Speaker Shareholder Mr. Dipak Shah insisted on the need to improve the Profit Margins, reduction of Debt levels, strengthening the growth on accelerated pace as well as enhancement of Promoters shareholdings in the Company etc.,

The Chairman, Mr. V Sankaran, as an Audit Committee Chairman, and the Joint Managing Director briefly responded to above observations of the shareholder.

The Chairman requested the Members to cast their e-voting, if not cast earlier, for 15 minutes 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 Mr. K M Murugesh, Assistant 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 finally pronounced that Subject to the Scrutinizer Report, all resolutions as set out in the Notice of the 36th AGM deemed to have been passed at this Meeting

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

The meeting concluded at 12.40 Hrs

Sd/- Chairman of the meeting

The abstract of voting result of the scrutinizer is appended herewith.

SALZER ELECTRONICS LIMITED CIN: L03210TZ1985PLC001535

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

36th Annual General Meeting held on 13th September 2021 at 11.30 AM through video conferencing or other audio visual means.

Declaration of Results (E-Voting and Poll at AGM)

Resln No.	Item	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 Against Voted Against	Votes	%
	Ordinary Business
$\mathbf{1}$	To consider and adopt the Audited standalone and consolidated		203	6389804	200	6229527	97.49	3		2.51
	financial statements of the Company for the financial year ended								160277
	March 31, 2021 comprising of balance sheet as at March
	31,2021, Statement of Profit and loss for the year ending on that 15982737
	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.
$\overline{2}$	To declare a dividend on Equity Shares for the financial year 2020-2021.	15982737	202	6389654	199	6229377	97.49	$\overline{3}$	160277	2.51
3	To re-appoint a Director in the place of Mr.P.Ramachandran		201	6389604	193	6226906	97.45	8	162698	2.55
	(DIN:01043572) who retires by rotation at this annual general 15982737
	meeting and being eligible, offers himself for re-appointment.
4	To re-appoint a Director in the place of Mr.D. Vishnu	15982737	201	5024756	193	4862058	96.76	8	162698	3.24
	Rangaswamy (DIN: 00793090) who retires by rotation at this
	Annual General Meeting and being eligible, offers himself for re-
	appointment. Special Business
	Mr.D.Rajeshkumar of re-appointment		200	4512887	189	4349389	96.38	11	163498	3.62
	approve Гo (DIN:00003126) as Joint Managing Director of the Company and 15982737
5	Chief Financial Officer for another term of five years.
	CMA to payable remuneration ratify the To
6	A.R.Ramasubramania Raja (M.No.32458) appointed as Cost 15982737		201	6389604	190	6226006	97.44	11	163598	2.56
	Auditors of the Company for FY 2021-22. Note: For item No.4 &5 votes cast by Interested parties are not considered

Place: Coimbatore

Date: 13.09.2021

ICSI UDIN: F006699C000938531

For G.V. AND ASSOCIATES G. Vasudevan Partner, G.V. And Associates Partner Scrutinizers

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