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Simbhaoli Sugars Ltd AGM Information 2020

Dec 21, 2020

62139_rns_2020-12-21_18b1e2a6-3dec-4605-aa5b-f412d3b3d7c1.pdf

AGM Information

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LI

Ref: SSL: Stock Exchange December 21, 2020

Simbhaoli Sugars Limited CIN-U15122UP2011PLC044210

(An FSSC 22000: 2011, ISO 9001: 2008 & 14001 : 2004 Certified Company) Corporate Office :

The Manager - Listing National Stock Exchange of India Limited, Exchange Plaza, BandraKurla Complex, Bandra- (East), Mumbai 400 051.

A-112, Sector-63, Noida-201307 (Delhi NCR) INDIA Tel. : +91-120-480 6666 Fax : +91-120-2427166 E-mail : [email protected] www.simbhaolisugars.com

Department of Corporate Services BSE Limited, Corporate Relationship Dept., P. J. Towers, Dalal Street, Mumbai - 400 001 Scrip Code: NSE: SIMBHALS BSE: 539742

Ref: Reg. 30 of SEBI (Listing Obligations ancf IJisclosure Requirements) Regulations, 2015 Sub:9[th ] Annual General Meeting of the members of the Company held at 11.00 AM on Monday, December 21, 2020 through Video Conferencing (VC)/Other Audio Visual Means having deemed venue at Simbhaoli, District Hapur, Uttar Pradesh

Dear Sir

The 9[th ] Annual General Meeting of the members of the Company was held at 11.00 AM on Monday, December 21, 2020 through Video Conferencing (VC)/ Other Audio Visual Means having deemed venue at the Registered Office of the Company situated at Simbhaoli - 245207 and the resolutions were placed before the meeting as follows:

Item
No.
Particulars Nature
of
Resolutions
1
Adoption of te Financial Statements of te Company for te year 2019-
20 and te Reports of te Board of Directors and Auditors tereon.
Ordinary
2
Re-appointment of Ms Gursimran Kaur Mann, who retires by rotation
and beingeligible ofered herself for re-appointment.
Ordinary
3
Re-appointment of Mr Gurpal Singh, who retires by rotation and being
eligible offered himself for re-appointment.
Ordinary
4
Appointent of M/s Mittal Gupta and Company, Chartered
Accountants as Statutory Auditors for a period of 5 yearsfom te
conclusion of the 9t Annual General Meetng tll te corclusion of the
14t Annual General Meetingof te members of the Company.
Ordinary
5 Appointment of Ms. Gursimran Kaur Mann as the ManagingDirector of Special
the Company for a period starting from August 2, 2020 to August 1,
2021.
6
Appointment of Mr. SN Misra as the Whole Time Director and Chief
Operating Officer of the Company for a period starting from September
18, 2020 to September 17, 2021.
Special
7
Appointment of Mr. AtulMahindru for a period of five years as an
Independent Director of the Company.
Ordinary
8
Appointment of Mr. Shyam Sunder for a period of five years as an
Independent Director of the Company.
Ordinary
9
Appointment of Justice (Retd) CK Mahajan, for a period of five years as
an Independent Director of the Company.
Special
10
Accord consent for the fixation of remuneration Mr. Satnam Singh
Saggu, as the Cost Auditors for audit of the cost accounting records of
the Companyfor the financialyear 2020-21.
Ordinary

The above resolutions were placed before the members of the Company at the AGM for approval. The proceedings of the said meeting are furnished hereunder.

Summary of the Proceedings of 9[th ] AGM

Mr.Gurmit Singh Mann, the Chairperson joined the meeting through video conferencing and occupied the chair. The meeting commenced at 11.00 AM.

Mr. Kamal Samtani, Company Secretary of the Company submitted the attendance report of the members, present in the video conference/ other audio visual means. He stated that necessary quorum is present as per the records of attendance, with 55 members present. The quorum was present throughout the meeting.

Company Secretary requested the Chairperson to proceed with the business of the meeting as per Notice dated Nov 24, 2020.

Chairperson welcomed all the members at the AGM of the "Simbhaoli Sugars Limited" .He informed that the copies of annual report for the financial year ended on March 31, 2020have been circulated and with the permission of members, the same was considered as read.

He highlighted that the challenges specific to the sugar business in India have increased significantly. He further informed that the E-Voting Facility was provided to the members of the Company from National Securities Depository Ltd., to cast their votes for resolutions transacted at the AGM. The remote e-voting remained open from Thursday, December 17, 2020 at 10:00 am upto 5:00 pm on Sunday, December 20, 2020.

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Thereafter, the Chairperson advised the Company Secretary to proceed for the e-voting at the AGM through NSDL portal for those members who could not cast their vote through remote e­ voting.

Company Secretary announced that the voting results shall be submitted to the Stock exchanges in the prescribed format and the said results along-with Scrutinizer's Consolidated Report shall also be placed on the Company's website at www.simbhaolisugars.com. He also stated that the voting results shall also be placed on the Notice Board of the Company at its Registered Office.

The meeting concluded at 1130 PM with vote of thanks to all the participants by the Company Secretary of the Company.

The detailed summary of the proceedings of the AGM is enclosed.

You are requested to take the above submissions in your records.

Thanking you Yours faithfully, For Simbhaoli Sugars Limited Company Secretary ¥.LMU M No. - FCS 5140

Encl: Summary of Proceedings

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9th ANNUAL GENERAL MEETING

Of SIMBHAOLI SUGARS LIMITED Monday, 21[st ] December, 2020 at 11.00 AM

through Video Conferencing and Other Audio Video Visual Mode

9thANNUAL GENERAL MEETING
Of
SIMBHAOLI SUGARS LIMITED
Monday, 21stDecember, 2020 at 11.00 AM
through Video Conferencing and Other Audio Video Visual Mode
Proceedin
s:
Company I, Kamal Samtani, Company Secretary & Compliance Officer of Simbhaoli Sugars
Secretary Limited.
"Good morning to all te Directors, Auditors and Member Shareholders of the
Company, who have joied us today, at the 9tAnnual General Meeting (ACM).
As a tradition, your Company has always conducted the ACM physically at the
Registered Office of te Company. However, in the light of this unprecedented
situation, caused by Covid-19pendamic, the physical meeting may not be
conducted. The Government of India has urged all its citizens to maitai social
distancing norms i order to control the spread of this Virus.Therefore, Ministry
of Corporate Affairs has through various circulars permitted the Companies to
hold AGM through VC mode.Your Company tus with an itention to support
the measures taken by te Government, decided to conduct the AGM tis year
through video conferencing and other audio-visual modes. I thus thank &
welcome all the Shareholders who have joined us today trough the Webex
platform."

Before commencing the official proceedings, I would like to inform all the attendees that:

1.
The attendees can post their queries, if any; and they shall be placed on
mute mode to avoid any disturbance from background to ensure smoot
conduct of te meetig.
2.
Upon commencement of te question hour, the Chairman will allow to
speak at te meetig.
I inform tat directors, auditors and key managerial officials are present at the
meeting as follows:
Directors:
1.
Mr Gurmit Sigh Mann, Chairperson
2.
Ms Gursiman Kaur Mann, Managing Director
3.
Mr Gurpal Singh, Director
4.
Mr Sanjay Tapriya, Director
5.
Mr Sachchida Nand Misra, Chief Operating Officer
6.
Mr H P Kain, an Independent Director and Chairman Audit Committee,
Nomination and Remuneration Commttee and Stakeholders Relationship
Comttee
7.
Mr Shyam Sunder, Independent Director
Statutory Auditors:
Mr Bihari Lal Gupta, Representing as Parter, Mittal Gupta & Co,
Chartered Accountants, Kanpur
Secretarial Auditors:
Mr Amit Gupta, Representing as Proprietor, Amit Gupta & Associate�-, -.,.
Company Secretaries, Lucknow
/�1
S
t
// ' /
cru
er:
.
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Mr Sandeep Joshi, Company Secretary
I(� I '·, ·- '
Chief Fiancial Officer:
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MrDayal Chand Popli
Company Secretary:
Kamal Samtani
I would now like to request all the directors and auditors to introduce themselves
and thereafter,te roceedin s of the meetin commenced at 11:00 AM.
Chairman I hereby declare that the meeting has the presence of the requisite quorum and is
in order to commence the proceedings of the meeting.I welcome you at the 9th
Annual General Meeting of "SIMBHAOLI SUGARS LIMITED". As you are
aware, that due to Covid-19 pendamic, this meeting is beig conducted through
video conferencing / other audio visual means. The deemed venue for te AGM
shall be te Registered office of the Company situated at Simbhaoli, District
Hapur.
The copies of aual report for the financial year ended on March 31, 2020 have
been circulated and with your permission, I take tem as read.
Now, I take up the items stated i te Notice. I would like to quickly summarize
the busiess as stated in the Notice of 9tAGM.
Item No.1 is proposed to be passed as an Ordiary Resoluton to receive, consider
and adopt te Fiacial Statements of te Company for te year 2019-20 and the
Reports of te Board of Directors and Auditors tereon.
The qualifications, observations or comments i te Audit Report and Secretarial
Audit Report have been explained in te appropriate Notes to the Financial
Statements and Directors Report.
Item No. 2 is proposed to be passed as a Ordinary Resolution for re­
appointment of Ms Gursimran Kaur Ma, who retires by rotaton and being
eligible ofers herself for re-appointment.
Item No. 3 is proposed to be passed as an Ordiary Resolution for re­
appointent of MrGurpal Singh, who retires by rotation and being eligible offers
himself for re-appointment.
Item No. 4 is proposed to be passed as an Ordinary Resolution for Appoitment
of M/ s Mittal Gupta ad Company, Chartered Accountants as Statutory Auditors
for a period of 5 years from te conclusion of the 9th Annual General Meeting tll
te conclusion of te 14th Annual General Meeting of te members of te
Company.
Item No. 5 is proposed to be passed as a Special Resolution for appoitent of
Ms. Gursimran Kaur Mann as te Managing Director of te Compay for a
period starting from August 2, 2020 to August 1, 2021.
Item No. 6 is proposed to be passed as a Special Resolution for appointent of
Mr. SN Misra as the Wole Time Director and Chief Operatg Offcer of te
Company for a period startig from September 18, 2020 to September 17, 2021.
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Item No. 7 is proposed to be passed as an Ordinary Resolution for appointmei'(:',t
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Mr. AtulMahindru for a period of five years as an Independent Director of{
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Item No. 8 is proposed to be passed as an Ordinary Resolution for appointment of
Mr. Shyam Sunder for a period of five years as an Independent Director of the
Company.
Item No. 9 is proposed to be passed as a Special Resolution for appointment of
Justice (Retd) CK Mahajan, for a period of five years as an Independent Director
of the Company.
Item No. 10 is proposed to be passed as an Ordinary Resolution to accord consent
for the fixation of remuneration Mr. Satnam Singh Saggu, as the Cost Auditors for
audit of the cost accounting records of te Company for the financial year 2020-
21.
As te Chairman of this meeting, on my own motion, I order Online voting to be
open for te next 15 minutes to enable tose members who have not voted earlier
on all Businesses as set out in items 1 to 10 of the Notice of the 9thACM.
Company Secretary is advised to take note tat, I am interested in Item No. 2 & 5
of the said Notice. He shall inform you the process of e-voting and you may cast
your vote. After te scrutiny of te Papers, te Results shall be declared and also
to be uploaded at the website of the Company.
He further informed that the E-Votng Facilty was provided to te members of
te Compay from National Securities Depository Ltd., to cast teir votes for
resolutions transacted at the ACM. The remote e-voting remained open from
Thursday, December 17, 2020 at 10:00 am upto 5:00 pm on Sunday, December 20,
2020.Mr Sandeep Joshi, Company Secretary was appointed as te Scrutinizer for
E-voting ad with your permssion, he shall contnue to act as Scrutnizer for E­
votig, being conducted at tis ACM.
Thereafter, te Chairperson advised te Company Secretary to proceed for the e­
votig at te ACM trough NSDL portal for those members who could not cast
their vote throu h remote e-votin .
Questons
by
Now, I request te shareholders to come forward and ask their questions who
have registered temselves wit us previously.
sharehold
ers i any
Company
Secretary
Vote
tanks
of
I Request to all shareholders please cast your vote who have not casted yet. If
you have any di iculty to cast te vote, please write in the Q & A box and we will
help you for te same. Votingis open for a few minutes from now.
Chairperson tanked all te directors, shareholders and oter attendees at today's
meeting.
Thereafter, Company Secretary announced tat te voting results shall be
submitted to te Stock exchanges in te prescribed format ad te said results
along-with Scrutinizer's Consolidated Report shall also be placed on the
Compay's website. He also stated tat te voting results shal also be placed on
te Notice Board of te Company at its Registered Office. The .}·�:[�l.��
concluded and partcipants may leave te meeting as per their conve��)e--·<' � ;:.
Ii r·' ,
, ,, ,
ThankOU.
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