SNL Bearings Ltd. — AGM Information 2020

Sep 15, 2020

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September 15, 202 0

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BSE Lim i ted Corpora t e Relation s hip Depa r tment 1[st] Floor , P. J Towe r s, Dalal St r eet, Mumbai 400 001

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Code No. 505827

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Sub: Disclosure under Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations) ‐ Brief Proceedings of the 40[th] Annual General Meeting of the Company

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Dear Sir / Madam,

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Pursuan t to Regul a tion 30 re a d with P a rt A in Sc h edule III o f the Listi n g Regulations, we enclose h erewith b rief proc e edings of the 40[th] A nnual General Mee t ing (AGM) of the Compan y , as Anne x ure A, hel d on Mond a y, Septem b er 14, 20 2 0 at 3:00 p .m. throu g h Video Confere n cing (VC) / Other A u dio Visua l Means ( O AVM), in a ccordanc e with the relevant circulars issued by the Minist r y of Corp o rate Affai r s and Sec u rities and Exchange B oard of India.

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All the r e solutions at the sai d AGM hav e been pas s ed with r e quisite m a jority. We request you to kindly take t he same o n record.

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Thankin g You,

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Sincerel y ,

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For SNL BEARINGS LIMITED

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Kamlesh Sondigala Company Secretary

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Annexure A

Brief Proceedings of the 40[th] Annual General Meeting of the Company held on Monday, September 14, 2020:

The 40[th] Annual General Meeting (AGM) of the Company was held on Monday, September 14, 2020 at 3:00 p.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM), in accordance with the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020 issued by the Ministry of Corporate Affairs and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in view of the continuing Covid‐19 pandemic.

Ms. Harshbeena Zaveri, Chairman of the Company, took the Chair and after ascertaining the quorum, called the meeting to order at 3:00 p.m. The Chairman then commenced the proceedings by welcoming the shareholders and introducing the Directors. The Chairman confirmed the presence of the Chairman of the Audit Committee, Nomination and Remuneration Committee and as well as the Stakeholders Relationship Committee. Mr. Ram Narayan Sahu, Finance Head ‐ Chief Financial Officer and Mr. Kamlesh Sondigala, Company Secretary were in attendance. The Chairman then informed that the representatives of the Statutory Auditors and Secretarial Auditors of the Company were also present.

Thereafter, the Chairman with the permission of shareholders, took the Notice already sent to the members as read. She mentioned that the Auditor's Report as well as Secretarial Auditor's Report did not contain any qualification, hence, it was not required to read the Auditor's Report as well as Secretarial Auditor's Report at the meeting.

Thereafter she addressed the meeting, inter‐alia, highlighting the industry scenario, financial performance of the Company and future outlook etc. The Chairman further informed the shareholders that there was no proxy facility available for the meeting, as the facility was dispensed by the Ministry of Corporate Affairs for AGM conducted through VC, while other statutory registers were available for inspection electronically . The Chairman then informed the shareholders that pursuant to Section 108 of the Companies Act, 2013 read with relevant Rules thereon and Regulation 44 of the Listing Regulations, the Company had provided the facility of remote e‐voting for voting on the resolutions contained in the Notice calling the AGM and also facility of e‐voting was made available at AGM venue to facilitate those shareholders who did not exercise their vote through remote e‐voting. She further informed that Mr. Upendra Shukla, Practicing Company Secretaries was appointed as the Scrutinizer to scrutinize the process of remote e‐voting and e‐voting at the Meeting.

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The Chairman then invited the Members who had registered themselves in advance by sending request from their registered email id to express their views at the AGM. Four (4) shareholders gave their comments/ views on the performance of the Company.

The Chairman informed that the queries raised at the meeting would be responded to by the Company over email to the respective shareholders.

The Chairman thanked the Board members and the shareholders for attending the meeting and called the meeting to a close at 3.35 p.m. informing that those shareholders who had not voted through remote e‐voting were allowed to cast their votes for 15 minutes and authorised the Company Secretary of the Company to receive the voting results and intimate same to the stock exchanges.

The following resolutions as set out in the Notice convening the AGM were put on vote through remote e‐voting and e‐voting at the Meeting:

			Type of Resolution Ordinary	Type of Resolution Ordinary
	Sl. No.	Particulars	Type of Resolution
	1.	Consider and adopt the Audited Financial Statements of the Company together with reports of the Board of Directors and Auditors thereon for the financial year ended March 31, 2020.	Ordinary
	2.	Confirm the payment of Interim Dividend of Rs. 3/‐ per equity share already paid by the Company, during the F.Y. 2019‐20.	Ordinary
	3.	Appointment of Director in place Mr. Satish Rangani (DIN.00209069) who retires by rotation and being eligible offers himself for re‐appointment	Ordinary
		.
	4.	Re‐appointment of Mr. Jayavardhan Dhar Diwan (DIN: 01565319) as an Independent Director for a second term.	Special
	5.	Approval of Material Related Party Transactions.	Ordinary

All the resolutions as set out in the Notice of the AGM were duly approved by the members with requisite majority.

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