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TRUSTWAVE SECURITIES LIMITED AGM Information 2021

Sep 27, 2021

63808_rns_2021-09-27_51aa36bd-692e-47f3-8fe9-fae5475d3fa3.pdf

AGM Information

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CIN No. : L65990MH1983PLC031384

Date: 27[th] September, 2021

To,

BSE LIMITED

The Corporate Relationship Manager, Department of Corporate Services, BSE Ltd. P J Towers, Dalal Street, Mumbai – 400001

Ref: Scrip Code – 508963

Sub: Outcome with proceedings of the 37[th] Annual General Meeting of Sterling Guaranty & Finance Limited held on 27[th] September, 2021.

Pursuant to provisions of Regulation 30 and Part A of Schedule III of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 please find enclosed herewith outcome with proceedings of the 37[th] Annual General Meeting of the Sterling Guaranty & Finance Limited held on Monday, 27[th] September, 2021 at 11.00 A.M through Video Conferencing (VC)/ Other Audio Visual Means (OAVM)

Kindly take the same on your record and oblige.

Thanking you,

For Sterling Guaranty & Finance Limited

Thanking you, Yours Faithfully

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Nandini Chavan Company Secretary & Compliance Officer

EGD. OFFICE: 91-A, Mittal Court, Nariman Point, Mumbai – 400021

TEL: 91-22-22840019. Email: [email protected]

Website: www.sterlingguaranty.com

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S UMMARY OF OUTCOME WITH PROCEEDINGS OF THE 37TH ANNUAL GENERAL MEETING OF STERLING GUARANTY & FINANCE LIMITED HELD ON MONDAY, SEPTEMBER 27, 2021

The 37[th] Annual General Meeting of the Company was held on Monday, the 27[th] day of September, 2021 at 11.00 A.M. through Video Conferencing (VC)/ Other Audio Visual Means (OAVM).

The meeting was held in compliance with the General Circular numbers 14/2020, 17/2020 and 20/2020 dated April 08, 2020 , April 13, 2020 and May 05, 2020 and Circular No 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time respectively by the Ministry of Corporate Affairs ('MCA') and Circular number SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by the Securities and Exchange Board of India ('SEBI') (hereinafter referred as 'Circulars') and as per the applicable provisions of the Companies Act, 2013 read with Rules made thereunder, Secretarial Standards and the SEBI (listing Obligations and Disclosure Requirements) Regulations 2015

Directors Present

Mr Dharmen Mehta Chairman & Managing Director Mr Rajan Shah Executive Director & CEO

In Attendance

Ms Aditi Mehta Chief Financial Officer

Ms Nandini Chavan Company Secretary

Invitees

Ms Sark & Associates Scrutinizer

Mr Dharmen Mehta the Chairman Precided over the meeting

Ms Nandinin Chavan , the Company Secretary of the Company welcome all the members of the company , chairman, Board of Directors, other Stakeholders and dignitaries present at the meeting

EGD. OFFICE: 91-A, Mittal Court, Nariman Point, Mumbai – 400021

TEL: 91-22-22840019. Email: [email protected]

Website: www.sterlingguaranty.com

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As the requisite quorum was present, the Company Secretary called the meeting to order. He stated that Annual Report for the financial year 2020-21 along with Notice for the 37th AGM was dispatched to the members of the Company whose email addresses was registered with the Company /RT A/Depositories and to all others who were entitled for the same through electronic mode.

She further announced that the- requisite registers and all other documents as referred in the Notice were open for inspection electronically during the AGM

The Chairman welcomed all present at the 37th AGM and briefly introduced the Directors, Key Managerial Personnel and Invitees who were present in the meeting through Video Conferencing. The Chairman also informed that the Chairperson of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee were present at the AGM. He further confirmed that the Company has made all efforts feasible under the current circumstances to enable the members to participate in the meeting through the video conferencing facility and vote electronically

The Chairman concluded his speech by thanking the members, the employees, his colleagues on the Board and all the stakeholders for their continued support.

The Chairman and Company Secretary informed the members, that there are no qualifications, observations, comments, disclaimer or adverse remarks in the Auditors' Report and the Secretarial Audit Report, which have any adverse effect on the functioning of the Company

With the permission of the Chairman and Members present, the Notice convening the 37[th] AGM, Auditors Report, Directors' Report and related documents were taken as read .

The Chairman, then, briefed the objectives and implications of the Ordinary Businesses set forth in the AGM Notice. The Chairman further informed that, the Company has provided the facility to cast the votes electronically during September 24, 2021 to September 26, 2021, on all resolutions set forth in the 37th AGM Notice. Members who were participating in the meeting and had not cast their votes through remote e-voting were provided an opportunity to cast their votes through e-voting at the meeting.

The Chairman informed that Mr Sumit Khanna partner of M/s Sark & Associates, Practising Company Secretaries, who was appointed as by the Board of Directors of the Company as the Scrutinizer for scrutinizing the voting process, in a fair and transparent manner. The Scrutinizer would consolidate the results of remote e-voting and e- voting at the AGM and then submit his report.

EGD. OFFICE: 91-A, Mittal Court, Nariman Point, Mumbai – 400021

TEL: 91-22-22840019. Email: [email protected]

Website: www.sterlingguaranty.com

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Thereafter, the Chairman announced that the e-voting process would remain open for another 15 minutes for members who have not yet cast their vote.

The following businesses were considered at the AGM:

ORDINARY BUSINESS:

1. Adoption of the Audited Standalone Financial Statements consisting of the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Explanatory Notes annexed to, and forming part of, any of the above documents together with the reports of the Board of Directors and the Auditors thereon. i.e Ordinary Resolution

2. Re-appointment of Mr. Rajankumar Shah (DIN:08619751), Director, who retire by rotation in compliance of the provisions of Section 152 of the Companies Act, 2013 (hereinafter called “the Act”) i.e Ordinary Resolution

3. Continue the appointment of M/S J. H. Bhandari Co. Chartered Accountants as Statutory Auditors to hold office for the period of 3 years of her Second term till 38[th] Agm to be held for FY 2021-22 and to authorize the Board to fix their remuneration and in this regard. To consider and if thought fit to pass following resolution as Ordinary Resolution i.e Ordinary Resolution

SPECIAL BUSINESS:

  • 4 . Approved the related party transaction between the company with Sterling Investment India Ltd and Indistock Securities Ltd i.e Ordinary Resolution

  • Approved the Rescindment of the following Special Resolutions passed in 36[th] AGM dated 29.09.2020 as item no 7 & 8 & 9 by Recommendation of the Board of Directors as they have become Redundant i.e Sepcial Resolution

  • Approved the Adoption of Memorandum of Association as per the provisions of the Companies Act, 2013 i.e Sepcial Resolution

  • Approved the Adoption of Articles of Association as per the provisions of the Companies Act, 2013 i.e Sepcial Resolution

EGD. OFFICE: 91-A, Mittal Court, Nariman Point, Mumbai – 400021

TEL: 91-22-22840019. Email: [email protected]

Website: www.sterlingguaranty.com

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The results shall be declared after receiving the report from the Scrutinizer not later than 48 hours of the conclusion of the AGM. The results declared along with the Scrutinizer Report would be placed on the Company's website and communicated to the BSE Limited

The Chairman concluded his address by thanking all the participants for attending the AGM and declared the meeting as closed.

The Meeting concluded at 11.30 a.m

By order of the Board of Directors

Thanking you,

For Sterling Guaranty & Finance Limited

Thanking you, Yours Faithfully

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Nandini Chavan

Company Secretary & Compliance Officer

EGD. OFFICE: 91-A, Mittal Court, Nariman Point, Mumbai – 400021

TEL: 91-22-22840019. Email: [email protected]

Website: www.sterlingguaranty.com