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Salzer Electronics Ltd. Board/Management Information 2024

May 28, 2024

61391_rns_2024-05-28_a58132ee-9d2f-4d12-8929-1611918bc9ed.pdf

Board/Management Information

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SALZER ELECTRONICS LTD

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

May 28, 2024

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, Symbol: SALZERELEC Fort, Mumbai - 400 001. SCRIP CODE: 517059

Dear Sir,

Sub: Outcome of the Board Meeting held on May 28, 2024 Ref : Our letter dated May 06, 2024

Pursuant to Regulation 30 and 42 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company at their meeting held today i.e., Tuesday, the May 28, 2024 has approved the following

  1. Recommended a Dividend of Rs.2.50 per equity share of Rs.10/- each for the financial year ended March 31, 2024.

  2. Approved the Schedule of the 39[th] Annual General Meeting of the Company for the financial year 2023-24, be held on September 14, 2024.

  3. Approved the Record Date as August 30, 2024 for the purpose of Dividend payment and 39[th ] Annual General Meeting for the Financial year 2023-24

  4. Approved, subject to further consent of the shareholders the Appointment of Mr. Sunder Rajan Raman, as an Additional Director, designated as an Independent Director of the Company, for a term of five consecutive years effective May 28, 2024. The consent of the shareholders will be obtained through Postal Ballot process.

  5. Approved, , subject to further consent of the shareholders, the appointment of M/s. Swamy and Ravi, Chartered Accountants as the Statutory Auditors of the Company for a period of Five financial years from the conclusion of 39[th] Annual General Meeting for the financial year 2023-24 till the conclusion of 44[th] Annual General Meeting for the financial year 2028-29, in the place of existing Statutory Auditor -M/s. JDS Associates whose term of office is getting concluded with the date of 39[th] Annual General Meeting for the financial year 2023-24

  6. The appointment of Ms. D. Amitha, Chartered Accountant (M.No.261145) and Ms. D. Tulasi, Chartered Accountant, (M.No.270045) as Internal Auditors Jointly for the Company for the Financial year 2024-25

MURUGESAN.K.M. Digitally signed by MURUGESAN.K.M. DN: c=IN, o=PERSONAL, title=8272, pseudonym=4b2621fcc885457194474f6d5524c430, 2.5.4.20=a369294025c3a56c86574833907f53d9b69f56549fdc8b700d76a17c2be971dc, postalCode=638183, st=Tamil Nadu, serialNumber=705e9c401400bba14f9a2afe5a2eb2009dcbf720c6386f94bb32260013d24288, cn=MURUGESAN.K.M. Date: 2024.05.28 20:01:28 +05'30'

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SALZER ELECTRONICS LTD

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

  1. The re-appointment of Mr.A.R.Ramasubramania Raja, Practicing Cost Accountants as Cost Auditors of the Company for the financial year 2024-25.

  2. The re-appointment of, G.V. and Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2024-25.

Relevant disclosures in respect of above Point No. 4 to 8 under SEBI Circular No.SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July 2023 are appended herewith as Annexure -A

The Meeting commenced at 4.30 p.m., and closed at 07.50 p.m

Kindly take the same on record.

Thanking you

Yours faithfully For SALZER ELECTRONICS LTD

MURUGESAN.K.M. Digitally signed by MURUGESAN.K.M. DN: c=IN, o=PERSONAL, title=8272, pseudonym=4b2621fcc885457194474f6d5524c430, 2.5.4.20=a369294025c3a56c86574833907f53d9b69f56549fdc8b700d76a17c2be971dc, postalCode=638183, st=Tamil Nadu, serialNumber=705e9c401400bba14f9a2afe5a2eb2009dcbf720c6386f94bb32260013d24288, cn=MURUGESAN.K.M. Date: 2024.05.28 20:01:45 +05'30'

K M Murugesan Company Secretary & Compliance Officer Encl : As above

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SALZER ELECTRONICS LTD

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

Annexure A

Disclosures under SEBI Circular No.SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July 2023

Sr.No Particulars Description
1. Name of the Appointee Mr. Sundar Rajan Raman
2. DIN 02511138
3. Reason for Change viz.,
appointment, resignation,
removal, death or otherwise;		 Appointment as an Additional Director, designated as
an Independent Director of the Company, subject to
approval of the shareholders.
4. Date of Appointment(as
applicable) & term of
appointment		 May 28, 2024. (Five years subject to shareholders
approval)
5. Brief Profile
(In case of Appointment)		  Mr. Raman served as a Whole Time Member of
SEBI from 2012 to 2017. During his tenure with
SEBI, Mr. Raman supervised almost the entire
spectrum of the capital markets including
(1) Investments (Mutual Funds, Foreign Portfolio
Investments, Corporate Bonds etc.
(2) Primary Markets - including IPOs/ FPOs/
Mergers & Acquisitions.
(3) Secondary
Markets
-
including
Market
Regulation,
Regulation
of
Market
Intermediaries etc.

His significant achievements included transition to
a new Foreign Portfolio Regime in 2014, curbing
the menace of fraudulent fund raisings and
introduction of regulatory framework for several
new products viz REITS/INVITS/Municipal Bonds.
 Mr. Raman had earlier served as the Chairman
and Managing Director of Canara Bank and as
Executive Director of Union Bank of India.
6. Disclosure
of
relationships
between directors (in case of
appointment of a Director)		 Nil

MURUGESAN.K.M. Digitally signed by MURUGESAN.K.M. DN: c=IN, o=PERSONAL, title=8272, pseudonym=4b2621fcc885457194474f6d5524c430, 2.5.4.20=a369294025c3a56c86574833907f53d9b69f56549fdc8b700d76a17c2be971dc, postalCode=638183, st=Tamil Nadu, serialNumber=705e9c401400bba14f9a2afe5a2eb2009dcbf720c6386f94bb32260013d24288, cn=MURUGESAN.K.M. Date: 2024.05.28 20:02:00 +05'30'

SALZER ELECTRONICS LT
Regd. Office : Samichettipalayam, Jothipuram (Post)
Coimbatore -641 047. CIN :L03210TZ1985PLC001535
Phone No.0422-4233600/ 614/696
E-Mail : [email protected]
web site : https://www.salzergroup.net/
Mr. Raman is not debarred from holding office of a
Director by virtue of any SEBI Order or any other
such authority.
7. Information as required under
Circular
No.
LIST/COMP/14/2018-19
dated
June 20, 2018		 Mr. Raman is not debarred from holding office of a
Director by virtue of any SEBI Order or any other
such authority.

SALZER ELECTRONICS LTD

MURUGESAN.K.M. Digitally signed by MURUGESAN.K.M. DN: c=IN, o=PERSONAL, title=8272, pseudonym=4b2621fcc885457194474f6d5524c430, 2.5.4.20=a369294025c3a56c86574833907f53d9b69f56549fdc8b700d76a17c2be971dc, postalCode=638183, st=Tamil Nadu, serialNumber=705e9c401400bba14f9a2afe5a2eb2009dcbf720c6386f94bb32260013d24288, cn=MURUGESAN.K.M. Date: 2024.05.28 20:02:20 +05'30'

==> 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 : [email protected] web site : https://www.salzergroup.net/

Disclosures under SEBI Circular No.SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July 2023

S.No Name of the
Appointee		 Reason for Change viz.,
appointment, resignation,
removal, death or otherwise;		 Date of
Appointment(as
applicable) & term
of appointment		 Brief Profile
(In case of Appointment)
**1. ** M/s. Swamy and
Ravi, Chartered
Accountants		 Since
the
existing
Statutory
Auditor -M/s. JDS Associates
whose term of office is getting
concluded with the date of 39th
Annual General Meeting for the
financial
year
2023-24,
the
Board, subject to further consent
of the shareholders, appointed
M/s. Swamy and Ravi, Chartered
Accountants as the Statutory
Auditors of the Company on May
28,2024 for a period of Five
financial
years
from
the
conclusion
of
39th
Annual
General Meeting for the financial
year 2023-24 till the conclusion
of 44thAnnual General Meeting
for the financial year 2028-29,		 Five years from the
conclusion
of
39th
Annual
General
Meeting
for
the
financial year 2023-
24 till the conclusion
of
44th
Annual
General Meeting for
the
financial
year
2028-29,		 M/s. Swamy and Ravi, is a firm of Chartered
Accountants established since 1987 having its
office at Coimbatore. The firm has 4 well
experienced partners and a strong team. The
firm has been peer reviewed by ICAI.
The firm offers service in the fields of Audit,
Assurance,
Income
Tax,
GST,
Customs,
Accounting,
Advisory
and
Management
Consultancy, representing clientele before Tax
and statutory authorities for compliance, appeals
and refunds.
**2. ** Mr. A R
Ramasubramania
Raja		 The
Board
of
Directors
on
recommendation of the Audit
Committee,
approved
the
appointment
of
Mr.
A
R
Ramasubramania
Raja,
Practicing Cost Accountants as		 28.05.2024 (for FY
2024-25)		 Mr. A R Ramasubramania Raja, has been
providing Cost audit services for more than 10
years to the Company.
He is an technocrat having 40+ years work
experience in various industries. Handled costing

MURUGESAN.K.M. Digitally signed by MURUGESAN.K.M. DN: c=IN, o=PERSONAL, title=8272, pseudonym=4b2621fcc885457194474f6d5524c430, 2.5.4.20=a369294025c3a56c86574833907f53d9b69f56549fdc8b700d76a17c2be971dc, postalCode=638183, st=Tamil Nadu, serialNumber=705e9c401400bba14f9a2afe5a2eb2009dcbf720c6386f94bb32260013d24288, cn=MURUGESAN.K.M. Date: 2024.05.28 20:02:33 +05'30'

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SALZER ELECTRONICS LTD

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

the
Cost
Auditors
of
the
Company for a period of Five
years subject to approval of
Shareholders.		 and audit assignments in engineering, textiles,
electrical, paper, health care, poultry, foods ,
agriculture , plastics & polymer etc.
**3. ** M/s. G.V. and
Associates		 Re-appointment of G.V. and
Associates, Practicing Company
Secretaries as Secretarial
Auditors of the Company for the
Financial Year 2024-25.		 28.05.2024 (for FY
2024-25)		 G.V. and Associates is a Company Secretaries
firm which has established a stronghold in
Corporate Law practice with expertise in diverse
domains.
The partners and the team have engaged in the
Field of Corporate Laws, Securities Laws,
Foreign
Exchange
management
Laws,
Intellectual Property Laws, Insolvency and
Bankruptcy law. The firm has its office at
Coimbatore.
**4. ** Ms. D. Amitha, Chartered
Accountant
(M.No.261145) and Ms. D.
Tulasi, Chartered
Accountant,
(M.No.270045)		 Appointment of Ms.
D. Amitha, Chartered Accountant
(M.No.261145) and Ms. D. Tulasi,
Chartered Accountant, (M.No.270045) as
the Joint Internal Auditors of the
Company for the Financial Year 2024-25.		 28.05.2024 (for FY
2024-25)		 Both Ms. Amitha and Ms. Tulsi have extensive
practical experience in the auditing field. They
have handled departmental GST audits, GST
appeals and litigation, bank statutory audits,
stock audits, ECGC audits, and tax audits of
businesses, companies and sole proprietorship
concerns.

MURUGESAN.K.M. Digitally signed by MURUGESAN.K.M. DN: c=IN, o=PERSONAL, title=8272, pseudonym=4b2621fcc885457194474f6d5524c430, 2.5.4.20=a369294025c3a56c86574833907f53d9b69f56549fdc8b700d76a17c2be971dc, postalCode=638183, st=Tamil Nadu, serialNumber=705e9c401400bba14f9a2afe5a2eb2009dcbf720c6386f94bb32260013d24288, cn=MURUGESAN.K.M. Date: 2024.05.28 20:02:43 +05'30'

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