Tilaknagar Industries Ltd — AGM Information 2019

Sep 11, 2019

ONLINE FILING

Ref: TI/NSE/COMP/2019-20/42

September 11, 2019

To: The Manager (Listing). National Stock Exchange of India Ltd., Exchange Plaza, Plot no. C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400 051 Ph No.: 022 26598235/36 Fax No.:022 26598120/237/238

Sub: Proceedings of the 84th Annual General Meeting Scrip Code - TI Ref:

Dear Sir/Madam.

We wish to inform you that the 84th Annual General Meeting ("AGM") of the Members of the Company was held on Wednesday, September 11, 2019 at 10.30 a.m. at the Registered Office of the Company i.e. P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra - 413720, to transact the business as stated in the Notice dated August 09, 2019.

In this regard, proceedings of the AGM as required under Regulation 30, Part - A of Schedule III of the SEBI (LODR) Regulations, 2015 are enclosed herewith as Annexure - 1.

Please take note that the AGM concluded at 12.05 p.m.

Kindly acknowledge the receipt and take the same on your record.

HARAI

Thanking you,

Yours faithfully,

For Tilaknagar Industries Ltd.

Encl: a/a

Corp. Office: Industrial Assurance Building, 3rd Floor, Churchgate, Mumbai, Maharashtra - 400 020, India P +91 (22) 2283 1716/18 F +91 (22) 2204 6904 E tiliquor@tilind.com

Regd. Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Alunedoagar, Maharashtra - 413 720, India P +91 (2422) 265 121 / 265 032 F +91 (2422) 265 135 E regolf@tilind.com

CIN: L15420PN1933PLC133303

Registered Office: P.O. Tilaknagar, Tal. Shrirampur, Dist. Ahmednagar, Maharashtra-413 720 Corporate Office: 3+Floor, Industrial Assurance Building, Churchgate, Mumba: Maharashtra 400 020 Email: meestow/tsind.com/ Website: www.tilind.com/ Phone: +91 22 22831716/18; Fax: +91 22 22046904

Annexure - 1

Summary of the proceedings of the 84th Annual General Meeting

The 8400 Annual General Meeting ("AGM") of the Members of the Company was held on Wednesday, September 11, 2019 at 10.30 n.m. at the Registered Office of the Company i.e. P.O. Tilaknagar, Tal. Shru ampur, Dist. Ahmednagar, Maharashtra - 413720 and concluded at 12.05 p.m. The summary of the proceedings of the AGM is as follows:

• In accordance with Article 75 of the Articles of Association, Mr. Amit Dahanukar, Chairman & $\pm 1$ Managing Director of the Company took the Chair.
• ii) The Chairman welcomed all the Members present at the AGM and introduced the Board of Directors, Semor Management Team, Statutory Auditors, proposed Statutory Auditors, Secretarial Auditors and Scrutinizer to them.
• m) The Chairman informed the Members present that Dr. Ravindra Bapat and Mr. Satish Chand Mathur, Independent Directors were not able to attend the Meeting due to personal commitments.
• IN The Cluarman further informed the Members present that 56 Members were present in person (including authorized representatives in terms of Section 113 of the Companies Act, 2013) and 25 Members holding 23,77,593 Equity Shares of the Company (representing 1.90 % of the paid up equity share capital of the Company) were present through proxies.
• The Chairman, after ascertaining that the requisite quorum as per Section 103 of the Companies Act. 2013 was present, called the Meeting to order at 10.30 a.m. The quorum was present at the commencement of the Meeting as well as at the time of consideration of each item of business.
• vil The Chairman announced that the documents mentioned in the AGM Notice (including certificate given by the Statutory Auditors with respect to implementation of the ESOP Schemes of the Company), the Statutory Registers required to be placed in the Meeting pursuant to the provisions of the Companies Act, 2013 along with Reports of the Statutory and Secretarial Auditors were available for inspection by the Members during the continuance of the Meeting
• val The Notice convening the Meeting was taken as read with the permission of the Members.
• vm) At the instruction of the Chairman, Company Secretary read out the observations in the Secretarial and Statutory Auditors' Report along with explanations given by the Board of Directors thereon.
• (x) The Chairman then took the Members through the highlights of the Company's performance and also gave them the opportunity to share their comments/observations on the performance of the Company.
• The Chairman thunked the Members for their support and invited Mr. Kishorekumar G. Mhatte and Maj Gen Dilawar Singh(Retd.), Independent Director of the Company to address the Members present.

• vil Thereafter, the Chairman informed the Members that in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company had provided remote e-voting facility through CDSL r voting platform from Sunday, September 08, 2019 at 10.00 a.m. to Tuesday, September 10 3019 upto 5.00 p.m. to the Members as on the cut off date of Wednesday, September 04, 2019 in respect of the business as set out in item nos. 1 to 6 of the AGM Notice dated August 09, 2019.
• xul The Chairman requested the Members who had not exercised their vote through remote e-voting, to cast their votes through Ballot Form once all the resolutions were proposed and seconded and informed them that the Meeting would stand concluded post completion of the poll process.
• suit The Chairman informed the Members that Advocate R. T. RaiGuroo was appointed as Scrutinuser by the Board of Directors on August 09, 2019 to scrutinize the voting process uncluding cemote e voting) in a fair and transparent manner.
• xiv) The Members were further informed that the consolidated results of voting (remote e-voting and voting at the AGM venue) in respect of all the business as set out in item nos. 1 to 6 of the AGM Notice of the Company would be declared on or before September 13, 2019. The voting results idong with the Consolidated Scrutinizer's Report would be submitted to the Stock Exchanges i.e. BSE & NSE within the prescribed timelines and would also be uploaded on the Company's and CDSL's website.
• voi The Chairman conducted the proceedings with respect to the following items of business as per the Notice dated August 09, 2019 convening the 84th AGM except item no. 2 in which he was interested and the same was conducted by Mr. Kishorekumar G. Mhatre:

ResolutionNo.	Resolutions	ResolutionType
ORDINARY BUSINESS
	To receive, consider and adopt the audited financial statements(standalone and consolidated) of the Company for the financialyear ended March 31, 2019, Auditors' Report thereon and theLinectors' Report	Ordinary
2.	To appoint a Director in place of Mr. Amit Dahanukar(DIN: 00305636), who retires by rotation and being eligible,offers himself for re-appointment.	Ordinary
3	To appoint M/s Harshil Shah & Company, CharteredAccountants (ICAI Firm Registration No. 141179W) as theStatutory Auditors of the Company to fill the casual vacancycaused due to resignation of the existing Statutory Auditors i.e.M/s. M. M. Parikh & Co., Chartered Accountants (ICAI FirmRegistration No. 107557W) and to fix their remuneration	Ordinary.
SPECIAL BUSINESS
ä.	Appointment of Maj Gen Dilawar Singh (Retd.)(DIN: 08216047)us an Independent Director of the Company	Ordinary
5.	Appointment of Mr. Satish Chand Mathur(DIN: 03641285) asan Independent Director of the Company	Ordinary
6	Approval of the remuneration payable to the Cost Auditor forthe imagenal vera 2019-20.	Ordinary

• xvii The Chairman apprised the Members about the background and implications of the Ordinary and Special business as set out in item nos. 1 to 6 of the AGM Notice. The Ordinary Resolutions as set out in item nos. 1 to 6 of the AGM Notice were then proposed and seconded by the Members present in the Meeting.
• vivil The Chairman then requested Advocate R. T. RajGuroo to explain the poll process to the Members and conduct the voting process through Ballot Form.
• symi Advacate R. T. RajGuroo then conducted the poll process in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. He explained the poll procedure to the Members. The empty Eullot Box was then locked and sealed in the presence of the Members and Ballot Forms were distributed to the eligible Members and Proxy Holders present.
• xix) Advocate R. T. RajGumo requested all the Members and Proxy Holders, present and entitled to vote, to participate in the poll, by putting the duly completed Ballot Forms in the Ballot Box kept at the AGM venue. After casting of votes by the eligible Members and Proxy Holders present, Advocate R. T. RajGuroo closed the poll and took custody of the Ballot Box.

There being no other business, the Meeting concluded with a vote of thanks to the Chair at 12.05 p.m.

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