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Timken India Ltd — AGM Information 2023
Aug 21, 2023
61027_rns_2023-08-21_e8a1fc2f-bd41-45e4-9814-549d63623323.pdf
AGM Information
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Mandar Vasmatkar
Company Secretary & Chief-Compliance [email protected]
21 August, 2023
The Secretary The National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G-Block, Bandra- Kurla Complex, Bandra (E), Mumbai- 400 051.
NSE Symbol - TIMKEN
The Secretary BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai- 400 001.
Scrip Code- 522113
Dear Sir/Madam,
Sub: Proceedings of 36[th] Annual General Meeting
In terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith proceedings of 36[th ] Annual General Meeting held on Monday, 21 August, 2023 at 3.00 PM through Video Conferencing (VC)/Other Audio Visual Means (OAVM).
Kindly request you to take this on record.
Thanking you,
Yours faithfully
For TIMKEN INDIA LIMITED
MANDAR MOHANIRAJ VASMATKAR Digitally signed by MANDAR MOHANIRAJ VASMATKAR DN: c=IN, o=Personal, title=3981, pseudonym=c5a0b4d8f6a0ce013ed0cb82916eaf8882468cacf014efea7c9562dccb7f15e4, 2.5.4.20=65d459dfab51d000c07dbe7d99110fbb38ed9d862b891c132ff0187fe275eb27, postalCode=410206, st=Maharashtra, serialNumber=cf50a20c408a98f8751853432df02413f6f379f381b9f0575842de6667cfbb66, cn=MANDAR MOHANIRAJ VASMATKAR Date: 2023.08.21 19:49:18 +05'30'
Mandar Vasmatkar
Company Secretary & Chief - Compliance
Registered office: Timken India Limited
39-42, Electronic City, Phase II, Hosur Road, Bangalore 560 100. - Tel: +91(80) 41362000, Fax: +91(80) 41362010, Website: www.timken.com/en in/ CIN:L29130KA1996PLC048230
PROCEEDINGS OF 36[TH] ANNUAL GENERAL MEETING OF TIMKEN INDIA LIMITED HELD ON MONDAY, 21 AUGUST, 2023 AT 3.00 P.M. THROUGH VIDEO CONFERENCING (VC) /OTHER AUDIO VISUAL MEANS (OAVM)
PRESENT:
BOARD OF DIRECTORS
==> picture [13 x 16] intentionally omitted <==
| Mr. Sanjay Koul | - Chairman & Managing Director | Bengaluru | |
|---|---|---|---|
| Mr. P S Dasgupta | - Independent Director, Chairman of the Audit Committee | Delhi | |
| Mrs. N S Rama | - Independent Director, Chairperson of the Stakeholders | Bengaluru | |
| Relationship Committee | |||
| Mr. George J Ollapally | - Independent Director, Chairman of the Nomination and | Bengaluru | |
| Remuneration Committee | |||
| Mr. Veerappan V | - Independent Director of the Company | Bengaluru | |
| Mr. Avishrant Keshava | - Business Controller - India, CFO & Whole-time Director | Bengaluru | |
| COMPANY SECRETARY | |||
| Mr. Mandar Vasmatkar | - Company Secretary & Chief - Compliance | Bengaluru | |
| AUDITORS AND SCRUTINIZER | |||
| Mr. Sathya P Koushik | - Statutory Auditors, M/s. Deloitte Haskins & Sells LLP |
Bengaluru | |
| Mr. V Sreedharan | - Secretarial Auditors, M/s V Sreedharan & Associates | Bengaluru | |
| Mr. Nagarjun Y G | - Scrutinizer | Bengaluru | |
| ______________ |
Mr. Sanjay Koul (DIN:05159352), Chairman & Managing Director took the chair and declared the meeting open and welcomed the shareholders. Chairman informed that this meeting was being held through Video Conferencing/Other Audio-Visual Means as permitted by the Ministry of Corporate Affairs and was being recorded for compliance purpose. It was informed that Mr. Douglas Smith and Mr. Hansal Patel could not join this meeting. It was also informed that Company had arranged for remote e-voting facility for all the resolutions to be considered at this AGM from 18 August, 2023 to 20 August, 2023 (both days inclusive). Those shareholders attending this meeting who could not participate in remote e-voting and wishing to cast their
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vote in respect of each of the resolutions, may vote through e-Voting till 15 minutes from closure of this meeting.
Chairman thereafter, addressed and briefed Members of the Company which inter alia covered Indian economy, financial summary etc.
Chairman informed that Notice of Annual General Meeting and 36[th] Annual Report of the Company was sent by email as permitted by the Ministry of Corporate Affairs. Chairman with the permission of Members took the Notice and the Board’s Report as read. It was also informed that Independent Auditor’s Report and Secretarial Audit Report were issued with unmodified opinion. Therefore, with the permission of Members, these reports were taken as read.
Shareholders were allowed to cast vote (through remote e-voting and e-voting on the day of AGM) on following business items covered in 36[th] AGM Notice:
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To receive, consider and adopt the Audited Financial Statements for the year ended 31 March, 2023 and the reports of the Board of Directors and the Statutory Auditors
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To declare dividend of Rs.1.50/- per equity share of Rs.10/- each fully paid up for the year ended 31 March, 2023
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To appoint a Director in place of Mr. Douglas Smith (DIN: 02454618), who retires by rotation and being eligible, offers himself for re-appointment
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Appointment of Mr. Ajay Sood (DIN: 03517303) as an Independent Director of the Company
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Appointment of Dr. Lakshmi Lingam (DIN: 10181197) as an Independent Director of the Company
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Ratification of remuneration payable to the Cost Auditors
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Material Transactions with Related Party - The Timken Company
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Material Transactions with Related Party - The Timken Corporation
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Material Transactions with Related Party - Timken Engineering and Research-India Private Limited
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Material Transactions with Related Party - Timken Wuxi Bearings Co. Ltd
Chairman requested Tarun Beniwal, Moderator to enable registered speaker shareholders to speak and ask questions or to express their views. Thereafter, Speaker Shareholders spoke and asked questions or expressed their views. All questions were suitably answered by the Chairman.
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It was stated that upon receipt of consolidated report from the Scrutinizer, comprising results of both remote E-voting and E-voting at the meeting, the Company Secretary would declare consolidated voting results and would place the same on the website of the Company and also would send the consolidated voting results to the stock exchanges to disseminate.
Chairman thanked all the Directors, attendees and members for participation and thereafter, concluded the meeting.
It may please be noted that all above business items (1 to 10) covered in AGM were passed with requisite majority. Detailed report on voting along with consolidated report from the Scrutinizer will be filed separately with the stock exchanges.
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