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Syncom Formulations (India) Ltd. AGM Information 2024
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AGM Information
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SYNCOM/SE/2024-25 17th October, 2024
Online filing at: www.listing.bseindia.com and https://neaps.nseindia.com/NEWLISTINGCORP/login.jsp
To, BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai (M.H.) 400 001 BSE CODE:524470
To, National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai- 400051 NSE SYMBOL: SYNCOMF
Subject: Submission of the Minutes of the 36thAnnual General Meeting held on 30th September, 2024.
Dear Sir/Ma'am,
With reference to the Regulation 30 read with Schedule III of SEBI (LODR) Regulation, 2015, we hereby submit the detailed Minutes of the 36thAnnual General Meeting of company held on Monday, 30th September 2024 at 2:00 P.M. (IST) and concluded at 2:40 P.M. (IST) through Video Conferencing (VC)/Other Audio Visual Means (OAVM) for which purpose the Registered office situated at 7, Niraj Industrial Estate, off Mahakali caves Road, Andheri (East), Mumbai (M.H.) 400 093 shall be deemed as the Venue for the meeting.
You are requested to please take on record the above said document for your reference and further needful.
Thanking You, Yours Faithfully, For, SYNCOM FORMULATIONS (INDIA) LIMITED VAISHALI AGRAWAL COMPANY SECRETARY & COMPLIANCE OFFICER Encl: a/a VAISHALI AGRAWA L Digitally signed by VAISHALI AGRAWAL Date: 2024.10.17 13:54:00 +05'30'
| OF THE 36ANNUAL GENERAL MEETING OF SYNCOM | ||
|---|---|---|
| MINUTES | FORMULATIONS (INDIA) LIMITED HELD ON MONDAY THE 30T DAY OF SEPTEMBER, 2024 A'T 2:00 P.M. AND CONCLUDED AT 2:40 AUDIO VISUAL |
|
| P.M. THROUGH VIDEO CONFERENCING/OTHER MEANS ("VC/OAVM") FOR WHICH PURPOSE THE REGISTERED |
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| OFFICE | AT SITUATED 7, |
ESTATE, OFF INDUSTRIAL NIRAJ MAHAKALI CAVES ROAD, ANDHERI (EAST), MUMBAI, 400093 |
| (M.H.) SHALL BE DEEMED AS THE VENUE FOR THE MEETING. PRESENCE IN THE MEETING THORUGH VC/OAVM: |
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| I. DIRECTORS: | ||
| 1. | Mr. Kedarmal Shankarlal Bankda | : Chairman &Whole-time Director |
| 2. | Mr. Vijay Shankarlal Bankda | : Managing Director |
| 3. | Mrs. Rinki Ankit Bankda | Whole-time Director |
| Mrs. Ruchi Jindal 4. |
:Woman Independent Director | |
| Mr. Ankit Jain 5. |
Independent Director | |
| II. OFFICERS IN PRESENCE: | ||
| 1. | Mrs. Vaishali Agrawal | : CS and Compliance Officer |
| 2. | Mr. Ankit Kedarmal Bankda | :CFO (KMP) |
| III. SPECIAL INVITEE: | ||
| CS (Dr.) D. K. Jain 1. |
: Secretarial Auditor | |
| 2. | CA Manish Mittal (Authorized | Statutory Auditor |
| Representative of M/s Sanjay | ||
| Mehta & Associates) | : Scrutinizer for remote E-Voting and | |
| CS Anish Gupta 3. |
E-Voting at AGM |
Mr. Kedarmal Shankarlal Bankda, Chairman of the Board occupied the Chair for the Meeting. The Chairman occupied the Chair and welcomed all the Directors, Members, Scrutinizer and Special Invitees present at the 36thAGM of the company.
LEAVE OF ABSENCE:
Leave of Absence was granted to Mr. Ritesh Kumar Lunkad, Independent Director of the company from attending the meeting on his request due to his pre-occupation.
NUMBER OF MEMBERS AS ON THE CUTOFF DATE AND REQUIREMENT OF QUORUM FOR THE AGM:
As per records made available by M/s. Ankit Consultancy Pvt. Ltd., the Share Transfer Agent on the Cut-off date i.e. 23rd September, 2024 there were 4,79,164 (Four Lakhs Seventy Nine Thousand One Sixty four) members of the Company who were entitled to attend and vote at the 36"AGM and minimum 30 members were required to constitute the valid quorum for the 36"AGM.
PRESENCE OF QUORUM:
At the 36hA GM total 55 (Fifty Five) Members were present through Video Conferencing and participated at the AGM.
BOOKS & STATUTORY REGISTER:
CS informed that the Register of Director and Key Managerial Personnel and their shareholding and Share Transfer Book and the Register of Members along with other statutory books, as required under provisions of the Companies Act, 2013 have been available online for inspection of the members.
|CHAIRMAN'S |INITIALS
| MINUTE BOOK | PAGE | |
|---|---|---|
| ON | TIME |
PROCEEDINGS AT THE AGM:
HELD AT
As per Article 102 of the Article of Association of the Company Mr. Kedarmal Shankarlal Bankda, Chairnman of the Company occupicd the Chair for the Meeting. The requisite quorum being prescnt, the Chairman called the meeting in order. The Chairman informed the Members that the mecting is being held through Video Conferencing/ Other Audio Visual Means (VC""OAVM") in accordance with the circulars and guidelines issued by MCA and SEBI. He introduced the members of the Board and other officials present at the meeting.
The Chairman of the Audit Committee Mr. Ankit Jain was also present at the meeting to respond to the Queries related to Books of Accounts, etc., CFO Ankit Kedarmal Bankda, CS Vaishali Agrawal Company Secretary and Compliance Officer, PCS Anish Gupta, Scrutinizer, Secretarial Auditor CS (Dr.) D. K. Jain and CA Manish Mittal, Authorized Representative of M/s Sanjay Mehta & Associates, Statutory Auditors were also present at the AGM.
Thereafter the Company Secretary informed the Members that, this time only Electronic copies of the Annual Report for financial year 2023-24 have been sent to those members whose E-mail ID's were registered with the Company or Depository Participant(s).
With the permission of the Members present at the Meeting the Chairman declared that the Notice of the 36hAnnual General Meeting, Independent Auditors Report on financial statements of the company and observation made by the Secretarial Auditor and management comments are taken as read.
Thereafter the CS requested the Members to consider and cast the e-votes on the ordinary and special businesses, if not done so as mentioned in the Notice of AGM from Item No. 1 to 5 and on the instructions of the Chairman the CS read out the following Agenda Items one by one.
| No. | Type of | Item |
|---|---|---|
| Resolution | ||
| Ordinary | Adoption of the Audited Standalone and consolidated Financial | |
| Statements containing the Balance Sheet as at 3 1t March, 2024, | ||
| the Statement of changes in Equity, Profit & Loss and Cash | ||
| Flow for the financial year ended 31 March, 2024 and the |
||
| Reports of the Boards and Auditors thereon as on that date. | ||
| 2. | Ordinary | Appointment of a director in place of Shri Vijay Shankarlal |
| Bankda (DIN: 00023027), who is liable to retire by rotation at | ||
| this Annual General Meeting and being eligible offers himself | ||
| for re-appointment. | ||
| 3 | Ordinary | remuneration of Cost Auditor of the Ratification the |
| company for the year 2024-25. | ||
| 4 | Special | Re-appointment of Shankarlal Shri Kedarmal Bankda |
| (DIN:00023050) Executive Chairman/Whole-time the as |
||
| Director and to approve the remuneration payable to him. | ||
| 5. | Special | Bankda Shankarlal of Shri Re-appointment Vijay |
| (DIN:00023027) as the Managing Director of the Company and | ||
| to approve the payment of remuneration to him. |
CS further informed that the Company has provided e-voting facility to its members whose names appeared in the Register of Members as on cut-off date i.e. 23d september, 2024 1o cast their votes on the resolutions proposed to be passed at 36Annual General Meeting through remote e-voting. The e-voting commenced from Friday, 27lh September, 2024 at 9:00 A.M. (1.S.T.) and ended on Sunday, 29h September, 2024 at S:00 P.M. (1.s.T.) and voting at this Annual General Meeting shall be conducted by way of E-Voting therefore the members present at the Meeting who have not casted their votes through remote e-voting were requested to cast their votes through E-Voting tAGM. CHAIRMAN'S
|INITIALS
| HELD AT | ON | TIME | |
|---|---|---|---|
She further informed that the Company has appointed CS Anish Gupta (FCS 5733, CP 4092) Practicing Company Sccretary as scrutinizer to scrutinize the remote e-voting as well as E-voting at AGM in a fair and transparent manner.
She offered an opportunity to the members of the Company to ask their queries if any on the agcnda tem of the notico, financial statements and the business activities.
The Company Secretary requested the Moderator of CDSL to invite speakers one by one to ask questions or queries which were replied by the Chairman of the Company.
CS considered and informed to the members that the results of the Meeting would be announced within 2 (two) working days from the conclusion of the Annual General Meeting upon receipt of report from Scrutinizer and the same shall be posted on the website of the Company, BSE, NSE and CDSL. The date of passing of resolutions would be the date of AGM i.e.30hSeptember, 2024.
CONCLUSION OF THE MEETING:
Thereafter being no other business, the Meeting was declared as concluded by the Chairman, Mr. Kedarmal Shankarlal Bankda at 2:40 P.M. on 30h September, 2024, with a vote of thanks to the Chair given by CS Vaishali Agrawal.
SCRUTINISERS REPORT:
After receiving the Scrutinizers and Consolidated Report on Remote E-voting and E-voting at AGM for the 36thAnnual General Meeting dated 30oth September, 2024, the Chairman declared the following results, on the basis of report submitted by the scrutinizer on 3rd October., 2024 for the 36hAnnual General Meeting and also declared that the date of the passing of the resolutions shall be considered as the date of the Annual General Meeting, i.e. 30h September, 2024 as under for all the purposes.
DECLARATION OF RESULTS FOR THE BUSINESSES PROPOSED AT THE 36THANNUAL GENERAL MEETING
With due consideration of the Scrutinizer's Report, the Chairman declared the following results for the 36"Annual General Meeting held on Monday, 30th Sept., 2024 at 2:00 P.M.
ORDINARY BUSINESS BY ORDINARY RESOLTION:
Item No. 1: Adoption of the Audited Standalonc and Consolidated Financial Statements for the year ended 31st March, 2024, the Statement of Profit & Loss, Statement of changes in Equity and Cash Flow for the financial year ended 31" March, 2024 and the Reports of the Boards and Auditors thercon.
"RESOLVED THAT the Standalone and Consolidated Audited Financial statements containing the Balance Sheet as at 31 March, 2024, Statement of Profit & Loss Account, Cash Flowv Statement and change in Equity Statement for the year ended 31st March, 2024 along with the Boards' and Auditors' Report thereon and the Report of the Board of Directors on Corporate Governance be and are hereby received, considered, and adopted."
|CHAIRMAN'S INITIALS
MINUTE BOOK
HELD AT
ON TIME
| Resolution roquircd: (Ordinary/ Specinl) | Ordinary | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| resolution? | Whethe promoter / promoter group are intorested In the Agenda | No | ||||||||
| Categoy of |
Mode Votin |
No, Shares hell |
% of Votes No, Polled votes outstandling polled slharese(2)y 1))^100 (3) |
No. Votes - In favor |
of No Votes ngalnst |
of Votes In favor on votes polled (4)//2) *! |
of % Votes agalnst on votes polled ((5)/(2)) 100 |
|||
| () | (2) | (4) | (5) | (6 | (7) | |||||
| homoter and |
E Votin |
475347599 | 435346779 | 91.57% | 435346779 | 100.00% | 0 | |||
| Promoter | Poll | 0 | 0 | 0 | 0 | |||||
| Group | Postal | |||||||||
| Ballot | 475347599 | 435346779 | 91.57% | 435346779 | 0 | 100,00% | ||||
| Public Institutio |
Total E Votin |
2268574 | 94349 | 4.16 | 94349 | 0 | 100.00%o | |||
| ns | 0 | |||||||||
| Poll Postal |
0 | 0 | 0 | |||||||
| Ballot | 2268574 | 94349 | 4.16 | 94349 | 0 | 100.00% | 0 | |||
| Public Non |
Total E Votin |
462383827 | 1503754 | 0.33% | 1500298 | 3456 | 99.77% | 0.23% | ||
| Institutio | 0 | 0 | ||||||||
| ns | Poll Postal |
) | 0 | 0 | ||||||
| Ballot Total |
462383827 | 1503754 | 0.33% | 1500298 | 3456 | 99.77% | 0.23% | |||
| Total | 940000000 | 436944882 | 46.48% | 436941426 | 3456 | 99,99% | 0.0008 % |
Based on the aforesaid results, given by the Scrutinizer, Chairman declared that Resolution No. 1 was passed by requisite Majority as an Ordinary Resolution.
Item No. 2: Appointment of Director in place of Shri Vijay Shankarlal Bankda (DIN: 00023027), who is liable to retire by rotation at this Annual General Meeting and being eligible offers himself for re-appointment:
"RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Shri Vijay Shankarlal Bankda (DIN:00023027), Director of the Company who retires by rotation at this meeting, be and is hereby re-appointed as Director of the Company, liable to retire by rotation.
Category Promoter and Promoter Group Public Institution Public Non Votin Poll Postal Ballot Total E Votin | Resolution required: (Ordinary/ Special) Poll Mode No. of Shares held Postal Ballot Total F. Votin 475347599 The Results of the Voting were as under: Whether promoter / promoter group are interested In the Agenda resolution? (0) of 475347599 2268574 2268574 Votin 462383827 No. votes polled (2) 435346779 0 0 435346779 94349 0 94349 1 S03019 (3) % of Votes Polled outstanding shares=(2)/( 1)]*100 91.57% 91.57% 4.16 4.16% 0.33% Ordinary No (4) 43534677 0 43534677 9 94349 0 94349 1475141 No. ol No Votes - in Votes (5) of 0 0 ) ) 0 27878 00 (6) of Votes in favor on votes polled 0(4/(2))"1 100.00% 0 0 100.00% 100.00% 0 100.00% 98,15% CHARMAN'ST |INITIALS 100 (7) Votes against on votes polled 0(sM2)|* of 0 0 0 0 L85% favor against
MINUTE BOOK
PAGE ......o*
HELD AT ON TIME
| Instiution | ||||||||
|---|---|---|---|---|---|---|---|---|
| I'oll | () | 0 | 0 | |||||
| Iostal Ballot |
) | 0 | (0) | 0 | ||||
| Total | 46238J827 | Is0,3019 | 0,33% | 1475141 | 27878 | 98,15% | L.85% | |
| Total | 940000000 | 436944147 | 46,48% | 43691626 | 27878 | 99,99% | 0,0064%a |
Based on the aforesald results, glven by the Scrutlnlzer, Chairman declared that Resolution No. 2 was passed by requlslte Majorty as an Ordlnary Resolution.
Item No. 3 Ratification of the remuncration of Cost Auditor of the company for the Financial Year 2024-25.
"RESOLVED THAT pursuant to the provisions of Section 148(3) and all other applicable provisions, if any, of the Companies Act, 2013 rcad with the Companics (Audit and Auditors Rules) 2014, including any statutory modifications(s) or re-enactment thereof for the time being in force, the members of the Company do hereby ratify the payment of remuneration of Rs.50,000/- (Rupees Fifty Thousand Only), plus applicable taxes and reimbursement of out of pocket expenses at actuals to M/s M. Goyal & Co., (Firm Registration No. 000051) as appointed by the Board of Directors of the Company upon the recommendation of the Audit Committee, as the Cost Auditors to conduct the audit of the cost records of the Company for the Financial Year 2024-25, be and is hereby ratified.
The Results of the Voting were as under:
| Resolution required: (Ordinary/ Special) | Ordinary | |||||||
|---|---|---|---|---|---|---|---|---|
| Whether resolution? | promoter | romoter group are interested In the Agenda | No | |||||
| Category | Node of Voting |
No. of Shares held (1) |
No, of votes polled (2) |
of Votes % on Polled outstanding shares=l(2/(1 )*100 (31 |
No. of Votes in favor (4) |
of No. Votes against (5) |
of Votes in favor on votes polled I(4)/(2))^1 00 (6) |
of Votes against on votes polled I(5)V(2)] (7) |
| Promoter and Promoter |
E Voting |
475347599 | 435346779 | 91.57% | 4353467 | 0 | 100.00% | |
| Group | Poll | 0 | 0 | 0 | ) | |||
| Postal Ballot |
0 | ) | ||||||
| Total | 475347599 | 435346779 | 91.57% | 4353467 79 | 100.00% | |||
| Public Institution |
E Voting |
2268574 | 94349 | 4.16 | 94349 | 100,00% | ||
| Poll | 0 | |||||||
| Postal Ballot |
0 | 0 | 0 | 0 | ||||
| Total | 226857-4 | 94349 | 4.16 | 94349 | 0 | 100,00% | ||
| Public Non |
Voting | 462383827 | 1502094 | 0.33% | 1494824 | 7270 | 99.52% | 0.48% |
| Institution | Poll | 0 | 0 | 0 | ||||
| Postal Ballot |
0 | ) | ||||||
| Total | 462383827 | IS02094 | 0.33% | 1494824 | 7270 | 99.52% | 0.48%% | |
| Total | 940000000 | 436943222 | 46. 48% | 4369359 | 7270 | 99,99% | 0.0017% |
Based on the aforesaid results, given by the Scrutinizer, Clhairman declared that Resolution No. 3 was passed by requisite Majority as an Ordinary Resolution.
SPECIAL BUSINESS BY SPECIAL RESOLUTION:
Item No.4: Re-appointnent of Shri Kedarmal Shankarlal Bankda (DIN:00023050) as the Executive Chairman/Whele-time Director and to approve the remuneration payable to him
RESOLVED THAT pursuant to the provisions of section 199, 196, 197, 203 read with the provisions of Schedule V of the Companies Act,
| CHAIRMAN'S INITIALS |
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| ------------------------- | -- |
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| HELD AT | s ON eees.e.eeseee.e. TIME reseeeeeeeeaeeeseeeeeeseeesseeees |
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|---|---|---|
| 2013 and the Companies (Appointment and Remuneration of the Managerial Personnel) Rulcs, 2014 and other applicable provisions if any of the Companies Act, 2013 (including any statutory modifications or re-cnactment thereof for the time being enforce), and applicable Regulations 17(6X¢) of the SEBI (Listing Obligations and Disclosure Requirenment) Regulations, 2015, as amended from time to time and such other consents and permissions as may be necessary and as Committee and Remuneration Nomination and recommended by approved by the Board of directors at their respective meetings, the approval of the members of the Company be and is hereby granted for Bankda Shankarlal Kedarmal Shri of re-appointment the (DIN:00023050) as the Executive Chairman and Whole-time Director of the Company, who has already attained the age of 70 (Seventy years), for a further period of 2 (Two) years w.e.f. 2nd May, 2025 on the following terms and condition. |
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| Period: From 2nd May, 2025 to 1 May, 2027. I. |
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| II. Renmuneration, benefits and perquisites: annual with month, an 7,50,000 per Upto (a) Salary: Rs. increment of 20% of salary. |
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| (b) Perquisites: Subject to maximum of Rs. 5,00,000 per month, which includes the followings: of medical |
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| Reimbursement Reimbursement: (i)) Medical expenses actually incurred for himself and family. (ii) Leave Travel Concession: Leave Travel Concession for |
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| self and family once in a year incurred in accordance with | ||
| the rules of the company. (iii) Club Fees: He shall be entitled to the reimbursement of |
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| will not include fees of any two clubs in India. This admission and life membership fee. |
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| (iv) Personal Accident Insurance: The Company shall pay an annual premium of a sum not exceeding Rs.1,00,000/ |
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| of towards personal accident insurance policy Shri |
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| Kedarmal Shankarlal Bankda. minimum under the not covered which are (c) Other benefits: |
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| remuneration Leave Encashment: Earned privilege leaves on full pay and (i) |
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| allowance as per the rules of the Company. | ||
| (ii) Provident Fund: Company's contribution subject to a ceiling as laid down by the Government from time to time. |
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| (iii) Gratuity: Gratuity payable shall not exceed half a month's | ||
| salary for each completed year of service and which shall be subject to the maximum amount as may be permitted under the Company's rules in relation to Gratuity prevailing from time to |
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| time. (iv) The company shall provide a car with a driver and telephone & mobile with internet connection at his residence for |
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| discharging his duties. (d) Commission on Net Profit before tax: at such rate as may be decided by the Nomination and Remuneration Committee and |
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| within the limit of the overall remuneration approved by the Board of upto 5% of the net profits of the Company for such financial |
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| year. III. Limits on Remuneration: |
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| The remuneration as specified in clauses above shall be subject to the overall limits as specified under Sections 196, 197 and other applicable provisions read with Schedule V of the Companies Act, |
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| 2013. RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of |
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| Kgnations HANANS SEBI (Listing Obligations and Disclosure |
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| INITIALS |
| HELD AT | ON | TIME | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2015 read with the applicable provisions of the Companies Act, 2013 | |||||||||||||
| and as per the rocommendation of the Nomination & Remuneration | |||||||||||||
| Committoc and the Board of dircctors of the company, the consent of | |||||||||||||
| the menbers be and is hercby accorded to the continuation of payment | |||||||||||||
| of remuneration, | Shri | Kedarmal Shankarlal Bankda, Chairman and | |||||||||||
| Whole-time Director, who is the Promoter of the company, from 2nd | |||||||||||||
| May, 2025 to 1 May, 2027, notwithstanding that the aggregate annual | |||||||||||||
| remuneration exceeds 5% (Five per cent) of the net profits of the | |||||||||||||
| company (taken together with | all the Executive Promoter Directors) | ||||||||||||
| calculated as per the provisions of Section 198 of the Companies Act, | |||||||||||||
| 2013. | |||||||||||||
| RESOLVED FURTHER THAT in the event of there being loss or | |||||||||||||
| inadequacy of profit in any financial year, the aforesaid remuneration | |||||||||||||
| payable | the to |
Whole-time | Director | shall | the be |
minimum | |||||||
| remuneration in terms of provisions of Schedule V of the Companies | |||||||||||||
| Act, 2013 as may be applicable from time to time during his tenure and | |||||||||||||
| the Board shall have absolute powers to decide the breakup of the | |||||||||||||
| salary as may be considered appropriate from time to time without | |||||||||||||
| seeking any further approval of the members of the company. | |||||||||||||
| RESOLVED FURTHER THAT the Whole-time Director shall also | |||||||||||||
| be entitled for the reimbursement of actual entertainment, traveling, | |||||||||||||
| boarding and lodging expenses incurred by him in connection with the Company's business and such other benefits/ amenities and other |
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| Executives of the Company. | privileges, as any from time to time, is available to other Senior | ||||||||||||
| RESOLVED FURTHER THAT there shall be clear relation of the | |||||||||||||
| Company with Shri Kedarnal Shankarlal Bankda as the Employer | |||||||||||||
| Employee and each party may terminate the above said appointment | |||||||||||||
| with the six months' notice in writing or salary in lieu thereof. | |||||||||||||
| The Results of the Voting were as under: | |||||||||||||
| Resolution required: (Ordinary/ Special) Whether promoter / promoter group are interested In the Agenda / |
Special No |
||||||||||||
| resolution? | |||||||||||||
| Category | Mode of | of No. |
No. of |
% of |
No. of Votes | No. of | Votes | ||||||
| Voting | Shares held |
votes polled |
Votes Polled |
- in favor | Votes | in favor on |
Votes | ||||||
| on outstan |
again st |
votes polled |
against on votes polled |
||||||||||
| ding | I(4)/(2) *1 | I(5)/(2) "1 | |||||||||||
| (1) | shares= [(2)/(1)) |
(4) | 00 (6) |
||||||||||
| (2) | *100 | ||||||||||||
| (3) | (5) | ||||||||||||
| Proinoter | E-Voting | 435346779 | 91.57% | 435346779 | 0 | 100.00% | (7) | ||||||
| and | 475347599 | ||||||||||||
| Promoter Group |
Poll Postal |
0 | 0 | 0 | 0 | ||||||||
| Ballot | |||||||||||||
| Public | Total E-Voting |
475347S99 | 435346779 94349 |
91.57% 4.16 |
435346779 94349 |
0 0 |
100,00% 100.00% |
0 0 |
|||||
| Institutio | Poll | 2268574 | 0 | ||||||||||
| Postal | 0 | 0 | 0 | 0 | |||||||||
| Ballot Total |
2268574 | 94349 | 4.16 | 94349 | 0 | 100.00% | 0 | ||||||
| Public | EVoting | I503219 | 0.33% | 1491671 0 | 1548 | 99.23% | 0.77% | ||||||
| Non Institutio |
Poll Postal |
462383827 | 0 0 |
0 | 0 | 0 | |||||||
| ns | Ballot | ||||||||||||
| Total | 462383827 | 1503219 | 0.33% | 1491671 | I15-48 | 99.23% | 0.77% | ||||||
| Totul | 940000000 | 436944347 | 46,48% | 436932799 | 11s48 | 99.99% | 0,0026% |
Based on the aforesaid results, given by the Scrutinizer, Chairman declared that Resolution No. 4 was passed by requisite Majority as an Special Resolution.
CHAIRMAN'S INITIALS
Totul
| HELD AT | ON TIME |
|---|---|
Item No.5: Re-appointment of Shri Vijay Shankarlal Bankda (DIN:00023027) as the Managing Director of the Company and to approve the payment of remuneration to him
RESOLVED THAT pursuant to the provisions of section 190, 196, 197, 203 read with the provisions of Schedule V of the Companies Act, 2013 and the Conpanies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013 (including any statutory modifications or re-enactment tlhereof for the time being enforce), and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as amended from time to time and such other consents and permissions as may be necessary and as recommended by Nomination and Remuneration Committee and approved by the Board of Directors of the company at their respective meetings, the approval of the members of the Company be and is hereby granted for re-appointment of Shri Vijay Shankarlal Bankda (DIN:00023037) as the Managing Director of the Company, for a further period of 2 (Two) years w.e.f. 29h November, 2024 on the following terms and conditions.
- I. Period: From 29th November, 2024 to 28th November, 2026
- II, Remuneration, benefits and perquisites:
- (a) Salary: Upto Rs. 7,50,000 per month, with an annual increment of 20% of salary.
- (b) Perquisites: Subject to maximum of Rs. 5,00,000 per month, which includes the followings;
- (i) Medical Reimbursement: Reimbursement of medical expenses actually incurred for himself and family.
- self and family once the rules of the company; (ii) Leave Travel Concession: Leave Travel Concession for a year incurred in accordance with
- (iii) Club Fees: He shall be entitled to the reimbursement of fees of any two clubs in India. This will not include admission and life membership fee;
- (iv) Personal Accident Insurance: The Company shall pay an annual premium of a sum not exceeding Rs. 1,00,000/ towards personal accident insurance policy of Shri Vijay Shankarlal Bankda.
- (c) Other benefits: which are not covered under the minimum remuneration
- (i)) Leave Encashment: Earned privilege leaves on full pay and allowance as per the rules of the Company.
- (ii) Provident Fund: Company's contribution subject to a ceiling as laid down by the Government from time to time.
- (iii) Gratuity: Gratuity payable shall not exceed half a month's salary for each completed year of service and which shall be subject to the maximum amount as may be permitted under the Company's rules in relation to Gratuity prevailing from time to time.
- (iv) The company shall provide a car with a driver and telephone & mobile with internet connection at his residence for discharging his official duties.
- (d) Commission on Net Profit before tax: at such rate as may be decided by the Nomination and Remuneration Committee and approved by the Board within the limit of the overall remuneration of the upto 5% of the net profits of the Company for such financial year.
|CHAIRMAN'S |INITIALS
(e) Limits on Remuneration:
The remuneration as specified in clauses above shall be subject to the overall limits as specified under Sections 196, 197 and other applicable provisions read with Schedule V of the Companics Act, 2013.
RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act, 2013 and as per the recommendation of the Nomination & Remuneration Committee and the Board of Directors of the company, the consent of the members be and is hereby accorded to the continuation of payment of remuneration, to Shri Vijay Shankarlal Bankda, Managing Director, who is the Promoter of the Company, from 29h November, 2024 to 28h November, 2026, notwithstanding that the aggregate annual remuneration exceeds 5% (Five per cent) of the net profits of the company (taken together with all the Executive Promoter Directors) calculated as per the provisions of Section 198 of the Companies Act, 2013.
RESOLVED FURTHER THAT in the event of there being loss or inadequacy of profit for any financial year, the aforesaid remuneration payable to the Managing Director shall be the minimum remuneration in terms of provisions of Schedule V of the Companies Act, 2013 as may be applicable from time to time during his tenure and the Board shall have absolute powers to decide the breakup of the salary as may be considered appropriate from time to time without seeking any further approval of the members of the company.
RESOLVED FURTHER THAT the Managing Director shall also be entitled for the reimbursement of actual entertainment, traveling, boarding and lodging expenses incurred by him in connection with the Company's business and such other benefits/ amenities and other privileges, as any from time to time, is available to other Senior Executives of the Company.
RESOLVED FURTHER THAT there shall be clear relation of the Company with Shri Vijay Shankarlal Bankda as the Employer Employee and each party may terminate the above said appointment with the six months' notice in writing or salary in lieu thereof
The Results of the Voting were as under:
| Resolution required: (Ordinary/ Special) | Special | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Whether promoter / promoter group are interested In the Agcnda / resolution? |
No | ||||||||
| Category | Mode of Voting |
No. Shares held (1) |
of No. voles polled (2) |
%% of Votes or Polled outstanding shares=I(2) (1)]*100 (3) |
No. of Votes - in favor (4) |
No. Votes again st (5) |
ir Votes favor on votes polled I(4/(2) *1 00 (6) |
of Votes against on votes polled I(5V2) *1 00 (7 |
|
| Promotcr | EVoting | 435346779 | 91.57% | 100,00%o | |||||
| and | Poll | 475347599 | 435346779 0 | 0 | 0 | ||||
| Promoter | Postal | 0 | 0 | ||||||
| Group | Ballot Total |
475347599 | 435346779 | D | 100,00% | ||||
| Public | 94349 | 91.57% 4.16 | 435346779 94349 | I00,00% | 0 | ||||
| Institutio | F-Voting Poll |
2268574 | 0 | 0 | 0 | 0 | |||
| Postal Ballot |
0 | 0 | 0 | ||||||
| Total | 2268574 | 94349 | 4.16 | 94349 | 0 | 100,00% | |||
| Public | E-Votins | 1503219 | 0.33% | 1498416 | 4803 | 99.68% | 0.32% | ||
| Non | Poll | 462383827 | 0 | 0 | 0 | 0 | |||
| Institutio | Postal Ballot |
0 | 0 | 0 | 0 | ( | 0 | ||
| Total | 462383827 | 1503219 | 0.33% | 1498416 | 4803 | 99.68% | 0.32% | ||
| Totul | 940000000 | 436944347 | 46.48% | 436939544 | 4803 | 99.99% | 0.0011 |
|CHAIRMAN'S |INITIALS
PAGE.......
TIME
HELD AT ON TIME
Based on the aforesaid results, given by the Scrutinizer, Chairman declared that Resolution No. 5 was passed by requisite Majorityy as a Special Resolution.
The Chairman instructed to the Company Secretary to forward the results of the voting for the AGM to the BSE, NSE, CDSL, NSDL and host the same on the website of the Company and comply with all the requirements and procedure as required under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015.
VOTE OF THANKS:
Being no other business, the Chairman concluded the meeting, and CS gave thanks to all the members and Board members and invitees for participating in the meeting.
Place: Indore Date: 30h September, 2024
Kedarmal Shankarlal Bankda Chairman & Whole-time Director DIN: 00023050
CHAIRMAN'S |INITIALS