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Shyam Telecom Ltd. AGM Information 2024

Jul 31, 2024

61870_rns_2024-07-31_04b2bff7-f4a2-4faf-851f-f7f2fcbaa5af.pdf

AGM Information

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KIRTI KESARWANI

Digitally signed by KIRTI KESARWANI Date: 2024.07.31 13:34:50 +05'30'

Summary of proceedings of the 31[st] Annual General Meeting (‘AGM/Meeting’) of Shaym Telecom Limited

The 31[st] AGM of Members of Shyam Telecom Limited (“the Company”) was held on Wednesday, 31[st] July, 2024 at 1:00 p.m. (IST), through Video Conferencing/Other Audio-Visual Means (“VC/OAVM”). The Meeting was conducted in accordance with the circulars issued by the Ministry of Corporate Affairs (‘MCA’) and the Securities and Exchange Board of India (‘SEBI’) without the physical presence of the Members at common place.

Directors Present:

  • S. Name Designation

  • No. 1. Mr. Ajay Khanna : Managing Director and Chairman of Stakeholders Relationship Committee Meeting

    1. Mr. Alok Tandon : Non-executive Director
  • Mr. Rakesh Malhotra : Independent Director and Member of the Audit, Nomination & Remuneration Committee and Stakeholders Relationship Committee

  • Mr. Devesh Bhargava : Independent Director and Member of the Audit Committee

  • Mrs. Nishi Sabharwal : Independent Woman Director and Chairman of the Audit and Nomination & Remuneration Committee and Member of Stakeholders Relationship Committee

  • Mrs. Chhavi Prabhakar : Independent Woman Director and Members of the Audit and Nomination & Remuneration Committee

Other Attendees:

S. No. Name

Designation

  1. Mr. Vinod Raina : Chief Financial Officer 2. Ms. Kirti Kesarwani : Company Secretary & Compliance Officer 3. Mr. Rakesh Aggarwal : Representative from Statutory Auditor 4. Mr. A.N. Kukreja : Representative from Secretarial Auditor 5. Mrs. Soniya Gupta : Scrutinizer of the Meeting

Ms. Kirti Kesarwani, Company Secretary & Compliance Officer, welcomed all the Members, Directors and Auditors and introduced the Board of Directors and other panelist to the members of the Company present at the Meeting.

KIRTI Digitally signed by KIRTI KESARWANI KESARWANI Date: 2024.07.31 13:35:15 +05'30'

Quorum

Since the requisite Quorum being present in compliance of Section 103 of the Companies Act, 2013, therefore, the Company Secretary called the Meeting in order.

Chairperson

The Company Secretary, with the permission of the Members present at the Meeting and on the behalf of Board of Directors, requested Mrs. Nishi Sabharwal, Independent Director of the Company, to preside over this Meeting as Chairperson.

Thereafter, the Chairperson illuminated the Meeting with her valuable words.

It was further informed that the Company had sent AGM Notice along with Annual Report for the financial year ended 31[st] March, 2024 through e-mail to all the members of the Company whose name appear in the Register of Members at the closing of business hours on Friday, 28[th] June, 2024 and whose email addresses are registered with the Company/Company’s Registrar and Share Transfer Agent, M/s Indus Shareshree Private Limited (Formerly known as Indus Portfolio Private Limited) /Depository Participant(s).

Notice convening this Annual General Meeting and a copy of Annual Report for the financial year ended 31[st] March, 2024 were taken as read by the Chairperson as the same had already been circulated to the Members.

It was noted that Reports of Statutory and Secretarial Auditors forming the part of Annual Report for the period ended 31[st] March, 2024 does not contain any observations, qualifications and remarks from the respective Auditors of the Company.

Following businesses as enlisted in the Notice of the 31[st] AGM were transacted at the Meeting:

Ordinary Business:

  1. To receive, consider, approve and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2024 together with the Reports of the Board of Directors and Auditor thereon (Ordinary Resolution)

  2. To re-appoint the retiring Director, Mr. Alok Tandon, (DIN:00027563), who retires by rotation and being eligible, offers himself for re-appointment (Ordinary Resolution)

Special Business:

  1. To re-appoint Mr. Ajay Khanna (DIN: 00027549) as Managing Director of the Company for further period of 3 (Three) years (Special Resolution)

  2. To consider the appointment of Mr. Devesh Bhargava (DIN: 02001318) as an Independent Director of the Company for the first term of 5 (Five) years (Special Resolution)

Digitally signed by KIRTI KIRTI KESARWANI KESARWANI Date: 2024.07.31 13:35:27 +05'30'

  1. To approve the existing as well new Related Party Transactions (Material/Non-Material) with Vihaan Networks Private Limited, Think of Us India Private Limited, Think of Technologies Private Limited,

Intercity Cable Systems Private Limited & Shyam Communication Systems (Ordinary Resolution)

The Members were informed that-

  • Mrs. Soniya Gupta, Practicing Company Secretary, is appointed as the Scrutinizer of this Meeting who shall scrutinize the process of e-voting in respect of resolution set forth in the Notice of this Annual General Meeting in a fair and transparent manner.

  • the Company has provided a remote e-voting facility to cast their votes on all resolutions set forth in the Notice of this AGM through remote e-voting which is administrated by NSDL. The remote e-voting period was open from 10:00 A.M. on Sunday, 28[th] July, 2024 to 5:00 P.M. on Tuesday, 30[th] July, 2024.

  • the Members who had not yet cast their votes through remote e-voting and who were otherwise not barred from doing so, may cast their vote as the e-voting facility is open since the commencement of the Meeting and would be kept open till 15 minutes after the conclusion of the Meeting to enable the Members to cast their votes.

The Members were apprised that in compliance of Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Combined Results of remote e-voting and e-voting at the AGM shall be disseminated to both the Stock Exchanges and post intimation to stock exchanges, the results shall also be uploaded on the website of the Company (www.shyamtelecom.com) and website of NSDL (https://www.evoting.nsdl.com) along with the report of Scrutinizer.

The Company Secretary informed that the Register of Directors & Key Managerial Personnel and their shareholding and Register of Contracts and Arrangements in which the Directors of the company are interested are available for inspection and remain accessible to the members for inspection electronically throughout the continuance of this Meeting.

The Company Secretary, with the permission of the Chairperson, concluded the Meeting at 01:24 P.M. (IST) (after being open for 15 minutes for e-voting to be completed) with the vote of thanks to the Directors, members, auditors and other stakeholders for attending the Meeting as well as for their presence, support and cooperation.

Thanking you, Yours faithfully,

For Shyam Telecom Limited

KIRTI Digitally signed by KIRTI KESARWA KESARWANI Date: 2024.07.31 NI 13:35:39 +05'30'

Kirti Kesarwani

Company Secretary & Compliance Officer