Salzer Electronics Ltd. — AGM Information 2022

Dec 7, 2022

==> picture [169 x 43] intentionally omitted <==

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/

December 07, 2022

To

THE CORPORATE RELATIONSHIP DEPT M/s. National Stock Exchange of India Ltd., BSE Limited Exchange Plaza, C-1, Block G, I Floor, New Trading Ring, BandraKurla 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

We wish to inform that our Extra-Ordinary General Meeting (“EGM”) of the Members of the Company held on December 07, 2022 through VC / OAVM as permitted under MCA notification dt. 19.03.2020 and all the business as set out in the Notice of EGM have 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 Extra-Ordinary General Meeting for information and record of Exchange.

Kindly acknowledge the receipt.

Thanking you

Yours faithfully

For SALZER ELECTRONICS LIMITED

Digitally signed by SANKARAN BASKARASUBRAMANIAN SANKARAN DN: c=IN, o=Personal, pseudonym=a1f0970b14f7f3f1aa219a596ac23e84f34efed5 4da38713c999d9ff09f00afc, postalCode=641025, st=TAMIL BASKARASUBRA NADU, serialNumber=e1f7b6cb4e1ce4b8d175adde6dd2a24f6011a MANIAN 63e64d8c989aec8b27be44a424a, cn=SANKARAN BASKARASUBRAMANIAN Date: 2022.12.07 16:52:47 +05'30'

S.BASKARASUBRAMANIAN DIRECTOR (CORPORATE AFFAIRS) & COMPANY SECRETARY

Encl : as above

PROCEEDINGS OF THE EXTRA ORDINARY GENERAL MEETING OF M/s.SALZER ELECTRONICS LIMITED HELD AT 11.30 A.M ON WEDNESDAY, DECEMBER 07, 2022 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
			Joined from his Residence, Bangalore
2	Mr Doraiswamy R	:	Managing Director
			Joined from Company’s Registered Office,
			Coimbatore
3	Mr. Rajeshkumar D	:	Joint Managing Director and CFO
			Joined from Company’s Registered Office,
			Coimbatore
4	Mr. Ramachandran. P	:	Whole Time Director
			Joined from Company’s Registered Office,
			Coimbatore
5	Dr. Mrs.ThiIagam Rajesh	:	Non-Executive and Non Independent
			Director
			Joined from Company’s Registered Office,
			Coimbatore
6	Mr. Jayabal N	:	Independent Director
			Joined from Company’s Registered Office,
			Coimbatore
7	Mr. Sankaran. V	:	Independent Director
			Attended from his Residence, Bangalore
IN ATTENDANCE LIST
1	Mr. D Govindaraj	:	Senior Manager (Corporate Accounts)
2	Mr B Jayaram	:	Statutory Auditor, JDS Associates,
			Joined from his Office, Coimbatore
3	Mr. G.Vasudevan	:	Secretarial Auditor and Appointed
			Scrutinizer
			M/s. G V and Associates,
			Company Secretaries, Coimbatore
			Joined from his office, Coimbatore
4	Mrs. Alamelu	:	Swamy & Ravi
			Former Statutory Auditor
			Joined from her office, Coimbatore
7	K M Murugesan	:	Joint Company Secretary
			Salzer Electronics Limited
			Joined from Company’s Registered Office,
			Coimbatore

Members present in person: 51

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

Mr. K M Murugesan, Joint Company Secretary commenced his introductory speech with brief elaboration on the Key Rules to be followed by the shareholders during the proceedings of the Meeting.

Followed by above introductory speech, Mr.N.Rangachary, Chairman, occupied the Chair and commenced the proceedings of the Meeting.

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 location.

With the consent of the Members, the Chairman informed that the Notice of the Meeting was taken as read.

The Chairman, in his speech, briefed about the purpose of the meeting and narrated about various terms attached to the proposed issue of securities to the Bodies Corporate belonging promoters bodies corporate and also hinted on the prosperity of the Company to achieve Rs.1000 Crs turnover mark in the current fiscal.

On the request of Chairman:-

• Mr. D Rajesh Kumar, Joint Managing Director and Chief Financial Officer highlighted the financial performance of the Company for the first six months period ending September 30,2022

• Mr. R Doraiswamy, Managing Director, urged the Unit IV, an Unit engaged in Cables and Wires Business, to concentrate on the products relevant to the market for sustainable growth

• Mr. P Ramachandran, Whole Time Director, briefed about the growth prospectus of Wires and Cables business

• Mr. V Sankaran, Chairman of the Audit Committee informed about the good governance practices that are being followed by the Company and

• Mr. N Jayabal highlighted growth story of Transformer Division of Unit II

Following above address made by the Directors, the chairman placed the following special resolutions as set out in the Notice of EGM for Members approval

Special Business

1. Issue of 17,00,000 convertible share warrants to the Promoters’ Bodies Corporate on preferential basis

The Chairman then invited registered Members to express their views on the proposal placed before the meeting

Since the only registered speaker shareholder didn’t turn up in the meeting, the joint Managing Director addressed the questions received from a shareholder by mail

Then, the Chairman requested the Members to cast their e-voting, if not cast earlier, for 15 minutes after the closure of the meeting

The Chairman authorized Mr. K M Murugesh, Joint Company Secretary to receive report from the Scrutinizer and declare the voting results to the Exchanges and posting in Company’s Website within the stipulated time.

The Chairman finally pronounced that Subject to the Scrutinizer Report, the resolutions as set out in the Notice of the EGM 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 12.05 Hrs

Chairman of the meeting

In terms of the abstract of voting result of the scrutinizer is appended herewith, the the resolutions as set out in the Notice of the Extra Ordinary General Meeting have duly passed with requisite majority

==> picture [632 x 327] intentionally omitted <==