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Varroc Engineering Limited — AGM Information 2020
Aug 14, 2020
61938_rns_2020-08-14_14bcc541-26ff-47fc-aa29-6e080788148e.pdf
AGM Information
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Varroc Engineering Ltd.
Regd. & Corp. Office
L-4, MIDC, Industrial Area Tel + 91 240 6653700 Waluj, Aurangabad 431 Fax + 91 240 2564540 136, Maharashtra, India
email : [email protected] www.varroc.com CIN: L28920MH1988PLC047335
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VARROC/SE/INT/2020-21/31
August 14, 2020
To,
(1) The Manager – Listing The Listing Department, National Stock Exchange of India Limited Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai-400051. NSE Symbol: VARROC
(2) The Manager - Listing The Corporate Relation Department, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001. BSE Security Code: 541578 Security ID: VARROC
Sub: Proceedings of 32[nd] Annual General Meeting of the Members of the Company
Dear Sir/Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed summary of the Proceedings of the 32[nd] Annual General Meeting (“AGM”) of the Members of the Company held on August 14, 2020 at 11:00 a.m. through Video Conference/ Other Audio Visual Means, without physical presence of the Members at a common venue.
Please note that the outcome of the AGM along with the combined results of the Remote e-voting and e-voting at the AGM and the Scrutinizers Report thereon are being submitted separately.
Thanking you,
Yours faithfully, For Varroc Engineering Limited
Digitally signed by AJAY KUMAR SHARMA DN: c=IN, o=Personal, AJAY KUMAR 2.5.4.20=8e394f0b54df7a428a2c5037cce4c75628f0ab036b8fe3c204ae92155ac8623d, postalCode=121004, st=HARYANA, serialNumber=6874ec243b772feb55e68c4ac7a SHARMA f69e44bded0b2f83f14b155f3058c5ed4b3ae, cn=AJAY KUMAR SHARMA Date: 2020.08.14 14:35:24 +05'30'
__________________________ Ajay Sharma Group General Counsel and Company Secretary
Encl: a/a
Varroc Engineering Ltd.
Regd. & Corp. Office
L-4, MIDC, Industrial Area Tel + 91 240 6653700 email : [email protected] Waluj, Aurangabad 431 Fax + 91 240 2564540 www.varroc.com 136, Maharashtra, India CIN: L28920MH1988PLC047335
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Annexure A:
Summary of Proceedings of the 32[nd] Annual General Meeting of Varroc Engineering Limited held on August 14, 2020
Date, time and venue of the Annual General Meeting:
The 32[nd] Annual General Meeting (“AGM/Meeting”) of the Members of the Company was held on August 14, 2020 at 11:00 a.m., through Video Conference ("VC") / Other Audit Visual Means (“OAVM”) without the physical presence of the Members at a common venue, in compliance with relevant Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.
In accordance with Secretarial Standard - 2 on General Meeting issued by the Institute of Company Secretaries of India (ICSI) read with Guidance/Clarification dated April, 15, 2020 issued by ICSI, the AGM Proceedings were deemed to be conducted at the Registered Office of the Company which was the deemed Venue of the AGM.
Proceedings in brief:
Mr. Naresh Chandra, Chairman of the Company could not attend this meeting due to unavoidable circumstances and in his absence, Directors present at the Meeting elected Mr. Tarang Jain, Managing Director as Chairman of the Meeting.
81 Members attended the Meeting through Video Conferencing. As the AGM was held through VC, the facility for appointment of Proxies by the Members was not available.
The Members were informed that Live Proceedings of the AGM were also being webcast on the e- voting website of National Securities Depository Limited (“NSDL”).
The requisite quorum being present, the Chairman called the Meeting to order.
The Chairman of the Meeting welcomed all the Directors present at the Meeting and conveyed regrets on behalf of Mr. Naresh Chandra, Chairman of the Company who could not attend the AGM. The Chairman informed that the Statutory Auditors and the Secretarial Auditor were also present at the Meeting.
With the consent of the Members present, the Notice convening the 32[nd] AGM was taken as read. Further, qualifications in the Audit Report and comment in the Secretarial Audit Report, was read out at the AGM.
The Chairman then apprised the Members regarding the performance of the Company.
The Members were also informed 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 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided facility for casting of the votes through electronic
Varroc Engineering Ltd.
Regd. & Corp. Office
L-4, MIDC, Industrial Area Tel + 91 240 6653700 email : [email protected] Waluj, Aurangabad 431 Fax + 91 240 2564540 www.varroc.com 136, Maharashtra, India CIN: L28920MH1988PLC047335
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means by way of Remote e-voting prior to AGM and has also provided e-voting at the AGM for Members who had participated in the AGM and not cast their vote through Remote e-voting.
| Cut-offdate for e-voting | Friday,August7,2020 |
|---|---|
| Commencement of Remote e-voting | 9:00 a.m.(IST) on Tuesday,August11,2020 |
| Conclusion of Remote e-voting | 5:00 p.m.(IST) on Thursday,August13,2020 |
| e-voting at the AGM | From commencement of the AGM till conclusionof AGM |
The Members were then informed that the Company had appointed Mrs. Uma Lodha, Practicing Company Secretary, as the Scrutinizer for the purpose of scrutinizing the process of remote e- voting and e-voting during the AGM. Further, the e-voting results along with the consolidated Report of the Scrutinizer would be announced within 48 hours of the conclusion of the Meeting and the results would be disseminated to the Stock Exchanges and will also be placed on the website of the Company and NSDL.
Thereafter, the following items of business as set out in the Notice convening the 32[nd] AGM were transacted:
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(a) Adoption of Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2020 and the reports of the Board of Directors and Auditors thereon; and
- (b) Adoption of Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2020 and the report of the Auditors thereon.
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To confirm the Interim Dividend of Rs.3/- per Equity Share declared and paid by the Company for the Financial Year 2019-20 as the Final Dividend;
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Re-appointment of Mr. Tarang Jain, Director who retired by rotation and offered himself for re-appointment;
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Appointment of Mr. Rohit Prakash as Whole Time Director of the Company;
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Re-appointment of Mr. Gautam Khandelwal as an Independent Director;
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Re-appointment of Mr. Marc Szulewicz as an Independent Director;
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Re-appointment of Mrs. Vijaya Sampath as an Independent Director;
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Ratification of remuneration of Cost Auditor; and
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Issue of Non-Convertible Debentures on Private Placement Basis.
Varroc Engineering Ltd.
Regd. & Corp. Office
L-4, MIDC, Industrial Area Tel + 91 240 6653700 email : [email protected] Waluj, Aurangabad 431 Fax + 91 240 2564540 www.varroc.com 136, Maharashtra, India CIN: L28920MH1988PLC047335
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Various questions and requests for clarifications from the Members were received by the Company before and during the AGM. They were duly addressed during the Q&A Session.
After Q&A Session, e-voting window was kept open for 15 minutes. Thereafter, AGM concluded at 11:48 a.m.
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