Uniinfo Telecom Services Limited — Regulatory Filings 2021

Oct 26, 2021

MINUTES OF THE 11THANNUAL GENERAT MEETING OF THE MEMBERS OF UNIINFO TELECOM SERVICES LIMITED HELD ON WEDNESDAY, 29TH SEPTEMBER, 2O2L AT 12.00 P.M. THROUGH VIDEO CONFERENCING (vc)/oTHER AUDrO-VTSUAL MEANS (OAVC) FOR WHrCH PURPOSE THE REGISTERED OFFICE SITUATED AT 403, CHETAK CENTRE, 1212 RNT MARG, INDORE (M.P.) - 452O0t, SHALL BE DEEMED AS THE VENUE FOR THE MEETING.

Serial Number of the meeting - AGM/I1/2020-21 Time of Commencement of Meeting: 12.00 p.m. Time of Conclusion of Meeting: 12.15 p.m.

L. DIRECTORSPRESENT:

Mr. Kishore Kumar Bhuradia Mr. Pranay Kumar Parwal Mr. Anil Kumar fain Mr. Prakash Chandra Chhajed

Mr. Pramod Deogirikar Mrs. Sudha Rathi

Chairman & Managing Director Wholetime Director Wholetime Director Independent Director (also, as the Chairman Audit Committee, Nomination & Remuneration Committee & Independent Director Meeting) Independent Director Independent Director [also, as the Chairperson of Corporate Social Responsibility Committee & Stakeholder Relationship Committee)

ALSO. PRESENT:

Mr. Anil Kumar Jain CS Manish Maheshwari CA Abhay Sharma

INATTENDANCE Ms. Astha f ain

Chief Financial Officer [CFO) Secretarial Auditor & Scrutinizer Statutory Auditor

Company Secretary & Compliance Officer

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CHAIRMAN:

Mr. Kishore Kumar Bhuradia was the Chairman of the Meeting. Mr. Kishore Kumar Bhuradia took the chair. He extended the warm welcome to all the members present, Directors, Secretarial Auditor and all other persons present in the meeting.

NUMBER OF MEMBERS AS ON THE CUT-OFF DATE AND REQUIREMENT OF QUORUM FOR THE AGM:

As per records made available by M/s. Link Intime India Private Limited, the Registrar & Share Transfer Agent on the Cut-off date i.e. 2Zna September,2021^ there were 467 members of the Company who were entitled to attend and vote at the 11tn Annual General Meeting and Minimum 05 members were required to constitute the valid quorum for the 11th AGM.

PRESENCE OF QUORUM:

At the 11th Annual General Meeting total 07 [Seven) Members were present through Video Conferencing and participated at the AGM.

BOOKS & STATUTORY REGISTER:

The Company Secretary informed that the Register of Director and Key Managerial Personnel and their shareholding and Share Transfer Book and the Register of Member along with other statutory books, as required under provisions of the Companies Act,2073 have been available for inspection of the members.

PROCEEDINGS AT THE AGM:

As per Article 702 of the Article of Association of the Company Mr. Kishore Kumar Bhuradia, Chairman of the Company occupied the Chair for the Meeting. The requisite quorum being present, the Chairman called the meeting in order.

The Company Secretary informed the Members that the meeting is being held through video conferencing in accordance with the circulars and guidelines issued by MCA and SEBI. The Company Secretary, Ms. Astha Jain introduced the Directors through roll call and Chairman of the Audit Committee Mr. Prakash Chandra Chhajed is also available.

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The Chairman thereafter delivered the chairman speech to the members at the Annual General Meeting. The Company Secretary further informed that Notice of convening 11th Annual General Meeting, Director's report along with annexures thereto, the Audited Financial statements along with notes for the financial year ended March 31st,202L. The Statutory Auditor's and Secretarial Audit report for the financial year ended March 37"t, z0zr have already been circulated to members by electronic mode as per the records of Registrar and to other members of the company physically.

The company secretary, Ms.Astha fain informed that the members who do not have the copy the Annual report of the company can collect the same from the desk where it is made available.

Thereafter the company secretary requested the Members to consider and cast the e-votes on the ordinary businesses if not done so as mentioned in the Notice of AGM for Item No. 1, 2 and 3 and on the instructions of the chairman the CS read out the following Agenda Items one by one.

Sr. No.	Type of Resolution	Item
L.	Ordinary	To receive, consider and adopt the Audited Financial Statements (including the consolidated financial statements) of the Company for the year ended 31't March, 2021, including the Audited Balance Sheet as on 31't March, 202I, the statement of profit and loss and Cash Flow Statement for the year ended and the Reports of the Board of Directors and Auditors Report thereon.
2	Ordinary	To appoint a Director in place of Mr. pranay Kumar Parwal (DIN: 032577311, who retires by rotation and being eligible offer himself for re-appointment.
3.	Ordinary	To appoint M/s A B M S & Associates Chartered Accountants, Indore (M.P.) as Statutory Auditor for the period of 5 fFive) consecutive years from the conclusion of this Annual General Meeting (1 1th AGM) till the conclusion L6th Annual General Meeting of the Company, to fill the casual vacancy caused by resignation of M/s A.P.G. & Associates, Chartered Accountants, Indore (M.P.).

REMOTE E-VOTING & VOTING AT AGM VENUE

The company Secretary, Ms.Astha fain informed that as per the requirements of the companies Act, 201-3 the Remote-E-voting was commenced from 26*' september, 2027 at 9:00 A.M. and has already completed on Z8th September, 202'J- at 5.00 P.M. [l.s.T.) and voting at the General Meeting shall be conducted electronically.

The Members who is in the records of the company as on the cut-off date i.e. 22no September, 2021 shall only be entitled to participate in the voting process.

The members can vote electronically in the meeting. Member who has already casted his vote by Remote E-voting shall not be entitled to caste their e-vote during the meeting.

No query has been registered or raised from shareholders.

The company Secretary considered and informed to the members that the results of the Meeting would be announced within 48 hours from the conclusion of the Annual General Meeting upon receipt of report from Scrutinizer and the same shall be posted on the website of the company, NSE Emerge Platform and GDSL. The date of passing of resolutions would be the date of AGM i.e. 29tt' September,20ZL

PASSED AS DETAITED BELOW: -

ORDINARY BUSINESS: -

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To receive, consider and adopt the Audited Financial Statements [including the consolidated Financial Statements) of the Company for the year ended 31,t March, 2027, including the Audited Balance sheet as on 3L.t March, 202L, the statement of profit and loss and cash Flow Statement for the year ended and the Reports of the Board of Directors and Auditors Report thereon and in this regard pass the following Resolution as an Ordinary Resolution:

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'RESOLVED THAT the Audited Financial Statements of the Company [including the Consolidated Financial Statements) for the financial year ended 31't March, 2021 including Audited Balance Sheet as at 3Lst March, 2027, the Statement of Profit & Loss Account and the Cash Flow Statement for the year ended together with the Board Reports and Auditors Report thereon be and are hereby considered and adopted,"

The Results of the Voting are as under: -

	Resolution required: (0rdinary/SpecialJ	Ordinary
Whether Promoter/Promoter group are interested in the agenda/resolution?			No
Category	Mode of Voting	No. of shares held	No. of Votes Polled	o/o of Votes Polled on 0utstan ding Shares = t(2)/(r) l*100	No. of Votes - in favour	No. of Votes - ln against	o/o of Votes Polled in favour on vo!es polled (4)/(2)1. 100	o/o of Votes Polled ln agalnst on votes polled = tsl/(2)l +100
		i1)	(2)	t3l	(4)	(s)	t6)	(7)
Promoter and Promoter group	E-Voting Poll Postal Ballot	5444080	54+4080	L00	5444080	0	1.00	0
	Total	s444080	5444080	100	5.144080	0	100	0
Public Institutions	E-Voting Poll Postal Ballot	0	0	0	0	0	0	0
	Total	0	0	0	0	0	0	0
Public Non Institutions	E-Voting Poll Postal Ballot	5249040	97280	1.85	95280	2000	97.94	206
	Total	s249040	97280	1.85	95280	2000	97.94	2.06
Total		70693120	5541360	st.B2	5539360	2000	99.96	0.04

Based on the aforesaid results, given by the Scrutinizer, Chairman declared that Resolution No. 1 was passed by requisite Majority as an Ordinary Resolution.

2. DIRECTORLIABLE TO RETIRE BYROTATION: -

To appoint a Director in place of Mr. Pranay Kumar Parwal [DIN: 0325773I), who retires by rotation and being eligible offer himself for re-appointmen! and in this regard, pass the following resolution as an Ordinary Resolution: -

HELD AT ON TIMF

"RESOLVED THAT Mr. Pranay Kumar Parwal [DIN: 03257737), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment be and is hereby re-appointed as a Director of the Company, liable to retire by rotation."

The Results of the Voting are as under: -

Resolution		required:	Ordinary
(0rdinary/Special)
Whether Promoter/Promoter group are interested in the asenda/resolutio n?			No
Category	Mode of Voting	No. of shares held	No. of Votes Polled	o/o of Votes Polled on 0utstan ding Shares = t(2)tu) l*100	No. of Votes - in favour	No. of Votes - ln against	o/o of Votes Polled in favour on votes polled (4)/(2)l+r 00 (61	o/o of Vo s Polled n agalnsr n votes polled (sl/(2ll 00
		(1)	(2)	(31	(4)	ts)		(7)
Promoter and Promoter group	E-Votine Poll Postal Ballot	s444080	5444080	100	5444080	0	100	0
	Total	5444080	s44+080	100	5.t44080	0	100	0
Public Institutions	E-Voting Poll Postal Ballot	0	0	0	U	0	0	0
	Total	0	0	0	0	0	0	0
Public Non lnstitutions	E-Voting Poll Postal Ballot	5249040	97280	185	97280	0	100	0
	Total	s249040	9724O	1,85	97240	0	100	0
Total		70693720	5541360	s7.82	5541360	0	100	0

Based on the aforesaid declared that Resolution Ordinary Resolution. results, given by No, 2 was passed the Scrutinizer, Chairman by requisite Majority as qn

3. APPOINTMENT OF STATUTORYAUDITOR:-

To consider and if thought fit, to pass, with or without modification[s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to Section 139[8) of the Companies 4ct,2073 read with the Companies [Audit and Auditors) Rules, 2014 and other applicable provisions, if any, (including any Statutory modification[s), clarifications, exemptions or re- enactments thereof for the time being in force), M/s A B M S & Associates, Indore [M.P.), who was appointed in the EGM

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as Statutory Auditors of the Company until the conclusion of this AGM to fill the casual vacancy caused by resignation of M/s A,P.G. & ASSOCIATES, Chartered Accountants, [FRN: 119598W] Indore [M.P.).

RESOLVED FURTHER THAT pursuant to the provisions of Section 139[8) and other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time or any other law for the time being in force [including any statutory modification or amendment thereto or re-enactment thereof for the time being in force), M/s A B M S & Associates, Indore [M.P.), be and is hereby appointed as Statutory Auditors of the Company for a period of 5 [Five) consecutive years from the conclusion of this Annual General Meeting [11th AGM) till the conclusion 16th Annual General Meeting of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company [including its Committee thereof), be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution."

The Results of the Voting are as under: -
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Resolution (0rdinary/SpecialJ		required:	Ordinary
Whether Promoter/Promoter group are interested in the agenda/resolution?			No
Category	Mode of Voting	No. of shares held	No. of Votes Polled	o/o of Votes Polled on 0utsta nding Shares	No. of Votes - in favour	No. of Votes - ln against	7o of Votes Polled in favour on votes polled (4')/(2)l*r 00	7o of Votes Polled in against on votes polled (s)/(2)l*1 00
		t1l	(2')	t(2)/(r )l*100 (31	(41	(sl	(61	(7)
Promoter and Promoter	E-Voting Poll	5444080	5444080	100	5444080	0	100	0
group	Postal Ballot
	Total	5444080	5444080	100	5444080	0	100	0
Public Institutions	E-Voting Poll Postal Ballot	0	0	0	0	0	0	0
	Total	0	0	0	0	0	0	0
Public Non Institutions	E-Votine Poll Postal Ballot	5249040	97280	roJ	97280	0	100	0
	Total	s249040	97240	1.85	97280	0	100	0
Total		r0693L20	5541360	SL.B2	5541360	0	100	0

Based on the aforesaid results, given by the Scrutinizer, Chairman declared that Resolution No. 3 was passed by requisite Majority as an Ordinary Resolution.

The Company Secretary considered and informed to the members that the results of the Meeting would be announced within 48 hours from the conclusion of the Annual General Meeting upon receipt of report from Scrutinizer and the same shall be posted on the website of the Company, NSE Emerge Platform and CDSL. The date of passing of resolutions would be the date of AGM i.e. 29tt September,2021,.

SCRUTINIZERS REPORT:

After receiving the Scrutinizers and Consolidated Report on Remote E-Voting and E-Voting at AGM for the 11ti' Annual General Meeting dated 29th September, 202t, the Chairman declared the following results, on the basis or report submitted by the scrutinizer on 29tt' September,2027 for the 11th Annual General Meeting and also declared that the date of the passing of the resolutions shall be considered as the date of the Annual General Meeting, i.e. 29ttt September,2027, as under for all the purposes.

DECLARATION OF RESULTS FOR THE BUSINESSES PROPOSED AT THE 11TH ANNUAL GENERAL MEETING:

With due consideration of the Scrutinizer's Report, the Chairman declared the following results for the 11ti'Annual General Meeting held on Wednesday, 29h September, 202'J, at 12:00 P.M

VOTE OF THANKS:

There was no other business to be transacted the Meeting declared as concluded by the Chairman, at 12:75 P.M, on 29tt' September, 2021-, with a vote of thanks to the Chair given by CS Astha f ain.

Place: Indore Date:23.10.2O2t

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Kishore Kumar Bhuradia Chairman