Tilaknagar Industries Ltd — AGM Information 2023

Sep 28, 2023

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To, BSE Limited Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400001 Scrip Code : 507205

To,

National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051 Symbol : TI

Sub: Proceedings of the 88[th] Annual General Meeting (the AGM)

Dear Sir/Madam,

We are pleased to inform you that the AGM of the Members of the Company was held on Thursday, September 28, 2023 at 10.30 a.m. through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to transact the businesses as stated in the Notice dated August 08, 2023.

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 .

This is for your information and records.

Thanking you,

Yours faithfully,

For Tilaknagar Industries Ltd.

Digitally signed ABHINA by ABHINAV GUPTA V GUPTA Date: 2023.09.28 15:52:58 +05'30'

Abhinav Gupta Chief Financial Officer

Encl: a/a

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Annexure - 1

Gist of the Proceedings of the 88[th ] Annual General Meeting

The 88[th] Annual General Meeting (“AGM”) of the Members of the Company was held on Thursday, September 28, 2023 at 10.30 a.m. IST through Video Conferencing (VC)/Other Audio Visual Means (OAVM) and concluded at 11.24 a.m. The gist of the proceedings of the AGM is as follows:

• i) Mr. Amit Dahanukar, Chairman & Managing Director of the Company took the Chair.

• ii) The Chairman informed that in view of the recent circulars of Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI), the AGM was conducted through VC/OAVM.

• iii) As per the attendance registered for the meeting, 118 Members were present through VC including authorized representative of Bodies Corporates in terms of Section 113 of the Companies Act, 2013.

• iv) 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.

• v) The Chairman welcomed all the Members present at the AGM and introduced the Board of Directors, Statutory Auditors, Secretarial Auditors and Scrutinizer to them.

• vi) The Chairman then presented the highlights of the Company’s financial and operational performance to the Members.

• vii) The Chairman thanked the Members for their support and invited the Shareholders to speak in the AGM, who had registered themselves as speaker.

• viii)Thereafter, the Members were informed that the Company had provided remote e- voting facility through CDSL e-voting platform from Monday, September 25, 2023 at 9.00 a.m. to Wednesday, September 27, 2023 upto 5.00 p.m. to the Members as on the cut-off date of Thursday, September 21, 2023 in respect of the business as set out in item nos. 1 to 6 of the AGM Notice dated August 08, 2023.

• ix) The Chairman conducted the proceedings with respect to the following items of business as per the Notice dated August 08, 2023 convening the 88[th] AGM except item no. 5 in which he was interested and the same was conducted by Mr. C V Bijlani, Independent Director of the Company:

Resolution No.	Resolutions	Resolution Type
ORDINARY BUSINESS
1.	To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2023, Auditors’ Report thereon and the Directors’ Report.	Ordinary
2.	To declare a Final Dividend on Equity Shares at the rate of Rs. 0.25 per equity share (2.5 %) for the financial year 2022‑23	Ordinary
3.	To appoint a director in place of Mr. Chemangala Ramachar Ramesh (Mr. C. R. Ramesh) (DIN: 08876738), who retires by rotation and, being eligible, offers himself for re-appointment.	Ordinary
SPECIAL BUSINESS
4.	To ratify the remuneration payable to the Cost Auditor of the Company for the financial year 2023‑24	Ordinary
5.	To consider and approve the re-appointment and remuneration of Mr. Amit Dahanukar (DIN: 00305636) as Chairman and Managing Director	Special
6.	To consider and approve the re-appointment and remuneration of Mr. Chemangala Ramachar Ramesh (Mr. C. R. Ramesh) (DIN: 08876738) as a Whole- Time Director	Special

• x) The Members were informed that Advocate R. T. RajGuroo was appointed as Scrutinizer to scrutinize the voting process (including remote e-voting) in a fair and transparent manner.

• xi) The Members were further informed that the facility to vote at this meeting is only available for those Shareholders who have not cast their votes through remote e-voting and as the AGM was being held through Video Conferencing and the resolutions mentioned in the 88[th] AGM Notice had already been put to vote through remote e-voting & e-voting, therefore, there was no need to propose or second the resolutions.

• xii) The Members were further informed that the consolidated results of voting (remote e-voting and e-voting during the AGM) 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 within the prescribed timelines. The voting results along 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.

• xiii)The Chairman thanked the Directors and Shareholders for attending and participating in the Meeting and other stakeholders for their continued support. The Meeting was concluded with a vote of thanks to the Chair. The e-Voting facility was kept open for the next 15 minutes to enable the Members to cast their votes.

Note: This document does not constitute minutes of the proceedings of the Annual General Meeting of the Company.

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