Texmaco Infrastructure & Holdings Ltd — AGM Information 2020

Sep 15, 2020

Texmaco Infrastructure & Holdings Limited

Date: l5rh September, 2020

Nalional Stock brchahge oflndia Limited
Exchange Plaza,
Bandrc - Kurla Complex
Bandru (E), Mumbai 400 051
Synbol - TEXINFRA

BSE Liuited P. J. Towers, Dalal Street, Fort Munbai - 40A ⁰⁰¹ Suip Code - 505400

Dear Sir(s),

Further to our letter dated l4rh September, 2020, we are enclosing herewith the proceedings of the Eightieth Annual General Meeting ofthe Company held on Monday, l4th September,2020 through through Video Conference / Other Audio Visual Means. This is for your information and record.

Thanking you,

Yours laithfully, For Texmaco lnfrastructure gs Limited ,^1 -. K. K. Rajgaria cFo

^4. \Z Texmaco Infrastructure & Holdings Limited

TEXINFRA

SUMMARY OF' THE PROCEEDINGS OF THE EIGHTIETH ANNUAL GENERAL MEETING OF TEXMACO INFRASTRUCTURE & HOLDINGS LIMITED HELD ON 14TtI SEPTEMBER,2O2O

The Eightielh Annual General Meeting (.AGM,) of the Members of Texmaco Infrastructure & Holdings Limited ('the Company') was held on Monday, l4s September, 2020 at 4:00 p.m. (lST) through Video Conference ('VC') / Orher Auclio Visual Means (,OAVM,). The Meering was held in compliance with the Gcneral Circular nos. l4l2O2O, 1712020,20/2020 and 22/2020 issued by the Ministry of corporare Affairs ('MCA') and circular no. SEBI/Ho/cFDrcMDUCrNp/2020/7g issued by the Securities and Exchange Board oflndia ('SEBI,) and as per the applicable provisions ofthe Companies Act,2013 and the Rules framed thereunder.

Mr. S. K. Poddar, Chairman, chaired the AGM ofthe Company.

The Meeting commenced at 4:20 p.m. due to technical glitches arising from internet fluctuations. The Chairman \a,elcomed the Members to the AGM. The Chairman announced that the requisite quorum for the Meeting being presenl through VC, the Meeting was called to order.

The Chairman informed the Members that the statutory documents, Registers of the Company were available for inspection elecrronically. The facility for appointment of proxies by the Members was not applicable as the AGM was held through VC and hence the proxy register was not available for inspection.

Messrs. Akshay Poddar, S. K. Rungta, Kalpataru Tripathy, D. R. Kaarthikeyan, and Ms. Jyotsna Poddar, Directors and Mr. K. K. Rajgaria, CFO ofrhe Company attended the Meeting.

The Chairman informed the Members that rhe Company had taken all feasible efforts under the cu(ent circumstances to enable Members to participate through VC and vote during the ACM.

The Chairman briefed the Members regarding the arrangements made for the Meeting. The Chainnan informed that the Company had enabled the Members to participate in the ACM through the VC facility provided by KFin Technologies privare Limited, Registrar and Share Transler Agent olthe Company.

It was further informed that the Members were provided with the facirity to exercise their right to vote by electronic means, through remote e-voting and e_voting at the AGM (,lnstapoll,) in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regularions, 20 I 5 (,Listing Regulations,). 7{asl I t'jc;\

ReBd. Office : Betgharia, (otkata 700056 . ph +91033 25691500 . tax 2541L722 f Email : texmail@texmaco.in Website : www.texinfra.in CIN: 170101W81939P1C009800

^4. \Z Texmaco Infrastructure & Holdings Limited

TEXINFRA

The chairman deliberated on the company's overalr performance and arso mentioned about f,ture outlooks of the Company and also the impact of COVID_Ig pandemic on Indian economv and the challenges and opponunilreq in lndra.

The Chairman informed the Members that the Financial Statements and the Reports of Board of Directors a.d Auditors thereon for the financiar year ended 3rsrMarch, 2020 and the Notice convening the Eightieth AGM were taken as read as the same had already been circulated to the Members. As there were no qualifications in the Audit Report, it was not required to be read.

The chairman thereafter, briefly covered rhe items as stated in the AGM Notice and then invited the Members, to express their views, offer suggestions and seek clarifications, ifany. Few Shareholders sought clarifications which were satisfactorily replied. The items as per the AGM Notice dated lTrh June, 2020 were transacted as follows:

ORDINARY BUSINESS

Ilem No. l: Ordinarv Resotution:

Adoption of Audited Financial Statements the Company, for the financial year ended and the Auditors thereon. including the Audited Consolidated Financial Statement of 3l" March 2020 and the Reports ofthe Board of Directors

Jtem No.2: Ordinary Resolution:

Declararion ofDividend on Equity Shares for the Financial year ended 3lsr March, 2020.

Item No.3i Ordioarv Resolutioni

Approval for re-appointment of Mr. Akshay and oflers himself for re-appointment. Poddar, Non-executive Director, who retires bv rotation

SPECIAL BUSINESS

Item No. ,l: Ordinary Resolution:

Ratification of remuneration to be paid to Messrs DGM & Associates, Cost Auditor for the Financial Year ending 3lsrMarch 2O2l. of the

Regd. offi ce : Belgharia, Kolkata 700056. ph +91 033 2569 15 OO . Fax 2541 1j2) Email : texmail@texmaco.in Website : www.texinfra.in CtN: 170101W81939p1C009800

^4. \Z Texmaco Infrastructure & Holdings Limlted

TEXIIIFRA

Ilem No.5: Soecial Resolution:

Approval for continuation ofappointment of Mr. Saroj Kumar poddar as a Non-execulive Director and Chairman of the Company, in terms of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 20 I 8.

Item No. 6: Ordinarv Resolution:

Approval for re-appointment of Ms. Jyotsna poddar as a Non-executive Director of the Company, liable to retire by rotation.

Item No. 7t Ordinarv Resolution:

Approval for appointment of Ms. Ramya Hariharan as an Independent Director.

Item No. 8: Ordinarv Resolution:

Approval for appointment of N4r. Soundararaghavan Rangachari as a Non-executive Director of the Company, Iiable to retire by rotation.

Ilem No.9: SDecial Resolulion:

Approval for re-appointment of Mr. Sirajuddin Khan as the Manager ofthe Company.

The Chairman thanked all the Shareholders and informed that as required under R€gulation 44 of the Listing Regulations, Section 108 ofthe Companies Act,2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, rhe Company had provided remote e-voting facility to the Shareholders to cast their votes to each of the Resolutions proposed in the AGM. The Chairman advised that those Shareholders who had not been able to cast their vot€s by remote e-votjng, and are otherwise not barred from doing so, may avail the facility ofe-voting during the AGM (lnstapoll). The Company had appointed Ms. Geeta Roy Chowdhury ofMTs S. R. & Associates, Company Secretaries, as Scrutinizer for the ACM. The e-voting module was kept open for 15 minutes.

The Chairman thereafter, announced that combined Results of remote e-voting and e-voting during the ACM (lnstapoll) would be made availablc on the website of the Company and also on the website of Stock Exchange(s) where the Equity Shares ofthe Company are listed i.e. National Stock Exchange of India Limiled snd BSE Limited within ,{8 hours from the conclusion ofthe Meeting.

The Meeting concluded at 5:25 P.M. after being open lor l5 minutes for e-voting to be completed.

Regd. office : Betgharia, Kotkata 70005G . ph +91 033 2569 15oo . Fax 2s4t t722 / Email : texmail@texmaco.in Website : www.texinfra.in CtN: 170101WB1939p1C009800 Belghafla KoJkata 2

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