Vindhya Telelinks Ltd. — AGM Information 2019

Aug 6, 2019

Vind hya Telelinks Limited

Regd. Office: Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.P.) lndia, Tel. : (07662], 400400 . Fax : (07662) 40059 1 E- Ma i I : headoffi ce@vtl rewa.com . Website : www.vtl rewa.com PAN No. AAACV7757J . ClN No. L3130OMPl 983PLCO02 l 34 CSTI N : 23 AA{\CV7 7 57 J1 ZO

06 AUGUST 2OI9

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BSE Limited Corporate Relationship Department, 1"t Floor, New Trading Ring, Rotunda Building, P.J.Towers, Dalal Street, Fort, MImBAI-4oo 001

Companv's Scrip Code: 517015

The Manager, Listing Department, The National Stock Exchange of India Ltd, Exchange Plaza, C- 1, Block G, BandraKurla Complex, Bandra (E), MI'MBAI.4OO 051

Company's Scrip Code: VINDIIYATEL

Dear Sir,

Sub: Proceedings of 36tu Annual General Meetinq

We would like to inform you that the 36ti, Annua1 General Meeting (AGM) of Members of Vindhya Telelinks Limited was held on SrH August, 2olg ^l 1Z.ZO p.M. at the registered office of the Company at Udyog Vihar, P.O. Chorhata, Rewa-486006 (M.p.).

In accordance with the Regulation 30 (6) of the SEBI (Listing Obligations and Djsclosure Requirements) Regulations, 2OL5, the proceedings of 35m Annual Genera_l Meeting of the company is enclosed herewith for your kind information.

Please find the same in order and acknowledge the receipt.

Thanking you,

Encl: As above

Yours laithfully, For Vindhya Teleli

(Satye Compliance Officer

BRIEF PROCEEDINGS OF THT 36TH ANNUAL GENERAL MEEflIING OF VINDITYA TELELIM(S LIMITED HELD ON srH AUGUST. 2019

The 36th Annual General Meeting of the members of the Company was held on Sth August, 21lg at 12.30 P.M. at the Registered Oflice of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.).

Shri Harsh V. Lodha, Chairman of the Board of Directors took the Chair and presided the Meeting in accordance with the Article 72 of the Articles of Association of the Company.

Shri R.C. Tapuriah, Director and Chainnan of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee and Shri Y.S. Lodha, Managing Director of the Company were also present at the Meeting.

Fifty (50) Members were present in person including Six (6) Body Corporate Members present through their authorised representatives and TWo (2) Members were iepresented by their Proxies. There was one member's representative who attended the meeting but without proxy.

The quorum was present at the commencement of the Meeting as well as at the time of consideration of each item of business. The Chairman confirmed the compliance with the applicable provisions of the Companies Act, 2Ol3 and rules made thereunder, Secretarial Standard on General Meetings (SS-2) issued under Section 118(10) of the Companies Act, 2OL3 and Securities and Exchange Board of India (Listing Obligations and bisclosure Requirements) Regulations, 2OLS as amended, with respect to calling, convening and conducting the Annual General Meeting.

The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section l7O of the Companies Act, 2013 read with Rule 17 of the Companies (Appointment and Qualification of Directors) Rules, 2Ol4; the Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013; Register of Proxies; Audited Standalone Financial Statements for the year ended 31"t March, 2019; Audited Consolidated Financial Statements for the year ended 31"t March, 2019; Independent Auditors' Report on the audited Standalone and Consolidated Financial Statements of the Company; Secretarial Audit Report; Notice in writing from a member under section 160 of tl:e Companies Act,2013 proposing the candidature of Smt. Kiran Aggarwal for the office of Director of the Company; Memorandum and Article of Association of the Company were open for inspection and accessible by the members having a right to attend the Meeting during the continuance of the Meeting.

The Chairman informed the members that pursuant to provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2OL4, as amended by the Companies (Management and Administration) Amendment Rules, 2OLS and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided to its members the facility of remote e-voting to exercise their right to vote by electronic means in respect of the business to be transacted at the Thirty Sixth Annual General Meeting. The remote e-voting commenced on l"t August, 2019 (at 9:00 AM) and ended on 4th August, 2Ol9 (at 5:00 PM). Shri Rajesh Kumar Mishra, Practicing Company Secretar5r or failing him Shri R.S. Bajaj, Practicing Company Secretarlr was appointed as Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner. The facility for voting through Ballot process by distributing

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ballot/poll paper was also provided to put every Resolution to vote through a ballot process in respect of all items of the businesses to be transacted at the 36ft Annual General Meeting of the Company as contained in Notice dated 16ti' May, 2Ol9 read with Explanatory Statement annexed thereto and forming a part of said Notice for all those members/designated prodes who were present at the AGM but did not cast their votes by availing the remote e-voting facility. Shri Rajesh Kumar Mishra, Practising Company Secretary and Shri Hemant Sirrgh, Practising Chartered Accountant, were appointed and acted as Scrutinizers to scrutinize the voting through ballot/poll process at the Meeting in fair and transparent manner.

The Chairman apprised the members about the financial performance of the Company during the financial year 2018-19 and the prevailing business condition in telecom cables industry in particular and also on infrastructure sector relevant to business and affairs

The Chairman then invited ttre Members to ask questions, if any, andfor other-wise offer their view/comments. The queries raised and'suggestions made by Members in the Meeting were duly and satisfactorily replied by the Chairman and the Director/Managing Director present in the Meeting.

The Chairrnan then proceeded with the business of the Meeting for the items of Ordinary and Special Businesses as per Notice of the 36m Annual General Meeting of the Company.

AII the 7 (Seven) resolutions as stated below were moved for consideration and approval of the Members:

ORDINARY BUSINESS:

1. Resolutlon No.1: Ordinary Resolution

• (a) Adoption of audited financial statements of the Company for the frnancial year ended 31"t March, 2Ol9 and the reports of the Board of Directors and Auditors thereon.
• (b) Adoption of audited consolidated financial statements of the Company for the financial year ended 31"t March , 2OL9 and the reports of the Board of Directors and Auditors thereon.

2. Resolution No.2: Ordinary Resolution

Declaration of Dividend at the rate of Rs.12/- (Rupees Twelve) only per equity share of the face value of Rs. 10/- (Rupees Ten) each fully paid-up for the frnancial year ended 3l"t March, 2019.

Being interested in the next resolution concerning his re-appointment as a Director by rotation, Shri Harsh V. Lodha without prejudice to his voting rights on the Resolution, entrusted the conduct of the proceedings in respect of this item of ordinary business to Shri Y.S. Lodha, Managing Director with the consent of Shri R. C. Tapuriah, Director and all members present in the Meeting.

Shri Y.S. Lodha accordingly took the Chair and then moved the following resolution:

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3. Resolution No.3: Ordinary Resolution

Re-appointment of Shri Harsh V. Lodha (DIN: OO394O94) as a Director, who retires by rotation and being eligible offered himself for re-appointment.

Shri Y.S. Lodha then requested Shri Harsh V. Lodha to resume the chair for the remaining Items of the business to be transacted in this Meeting. Accordingly, Shri Harsh V. Lodha took the Chair and presided over the Meeting again.

SPECIAL BUSINESS:

4. Resolution No.4: Special Resolution

Re-appointment of Smt. Kiran Aggarwal (DIN: 06991807) as an Independent Director of the Company, for a second term of frve (5) consecutive yea-rs, w.e.f. 10tt November,2ol9 to 9tt November 2OL4.

5. Resolution No.S: Ordinary Resolution

Ratification of remuneration to be paid to Messers D. Sabyasachi & Co., Cost accountants, the Cost Auditors of the Company for the financial year ending 31"t March,2O2O.

Being interested in the remaining two resolutions concerning the remuneration/compensation by way of profit related commission or otherwise, as permissible, to Non-Executive Directors including Independent Directors; and to Shri Harsh V. Lodha, without prejudice to his voting rights on the Resolutions, he entrusted the conduct of the proceedings in respect of these two items of Special Businesses to Shri Y.S. Lodha, Managing Director with the consent of Shri R. C. Tapuriah, Director and all Members present in the Meeting.

Shri Y.S. Lodha accordingly took the Chair and then moved the following resolutions:

Resolution No.6: Ordinary Resolution 6.

Payment of remuneration/ compensation by way of profit related commission or other.wise as permissible to the Non-Executive Directors including Independent Directors of the Company.

Resolution No.7: Special Resolution 7.

Payment of remuneration/ compensation by way of profit related commission or otherwise as permissible to Shri Harsh V. Lodha (DIN: OO394O94), Non-Executive Chairman of the Company, which may exceed Fifty Percent of the total annual remuneration/compensation payable to all Non-Executive Directors of the Company.

Shri Y.S. Lodha then requested Shri Harsh V. Lodha, Chairman to resume the chair for rest of the proceedings of the Meeting. Accordingly, Shri Harsh V. Lodha took the Chair and presided over the meeting again.

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Thereafter, the Chairnan ordered for a poll to be taken at the Meeting on all the Seven (7) Resolutions for the Ordinar5r as well as Special Businesses as set out under Item No(s). l, 2, 3, 4, 5, 6 and 7 of the Notice as aforesaid, but before commencement of polling, the Chairman requested the Scrutinizers to show the empty Ballot Box to the Members and then lock the Ballot box appropriately. The Chairman then requested the Members and Proxies present in the Meeting to cast their vote(s) and put the ballot papers in the Ballot Box, il they have not voted through remote e-voting facility made available by the Company. The Chairman categorically informed the members that any member, who has already exercised his/her votes through Remote e-voting, is prohibited to vote through ballot process (poll) at the Meeting, and his/her vote, if any, cast at the Meeting shall be treated as invalid.

After completion of poll process, the Chairman informed that based on consolidated Scrutinizer's Report, the combined results of remote e-voting and voting through a ballot process (po11) at the Meeting shall be declared at the Registered Offrce of the Company at Udyog Vihar, P.O. Chorhata, Rewa - 486006 (M.P.) on the date, time and in the mErnner indicated below, by a person duly authorized by him in this behalf.

(a) Adoption of audited financialResolution No.1staterhents of the Company for thefinancial year ended March 31,
2019, and the Reports of the Boardof Directors and Auditors thereon.(b) Adoption of the audited consolidatedfinancial statements oftheCompany for the Iinancial yearended March 31, 2019, and Report	On 6e August 2Ol9 at 3.00 PM
of Auditors thereon.
Declaration of Dividend on EquityResolution No. 2Shares for the financial year endedMarch 31,2019.
Re-appointment of Shri Harsh V LodhaResolution No. 3as a Director, who retires by rotation.	The Hon'lcle High Court atCalcutta vide an order dated 2"dAugust, 2Ol9 passed in G.A.No. 1735 of 2Ol9 (newlynumbered as G.A. No. 43 of20l9l in TS 6 of 2OO4 in theGoods of Priyamvada Devi Birla(Deceased) and Harsh VardhanLodha & Ors. v/s Arvind KumarNewar & Ors. has passed anorder, extract of which to theextent prima facie relevant, isstated herein:"It has been brought to thenotice of this Court that theelection process for re-electionof Mr. Harsh Vardhan Lodha asthe Director and/or Chairmanof the company mentionedabove has already started, thisCourt is not inclined to stay theelection process for the present.However, to protect the interest

		of the parties and to decide theapplications, this Court on anurgent basis directs that theelection process shall continueand shall be completed withinthe time scheduled but theresult of the election shall notbe made public until expiry ofsix weeks from date or withoutleave of the Court, whicheverhappens eadier."
		However, the Company is not aparty to such litigation.
		The results in respect of theordinary item ofbusinessrelating to re-appointment ofShri Harsh V. Lodha as theDirector/Chairman oftheCompany, (as briefly statedherein) shall not be made publicuntil expiry of six weeks fromdate (i.e. 5ft August, 2019) orwithout leave of the Court,whichever happens earlier.
		"Re-appointment of Shri HarshV. Lodha (DIN: 00394094) as aDirector, who retires by rotationand being eligible offeredhimself for re-appointment. "
		This is without prejudice to theCompany's rightsandcontentions in law.
Resolution No. 4	Re-appointment of Smt. Kiran Aggarwalas an Independent Director of theCompany for the second term of 5 (five)consecutive yea.rs, i.e. with effect from10. 1 1.2019 to 09. 11.2024.
Resolution No. 5	Ratifrcation of Remuneration to be paidto Cost Auditors for the financial yearendins March 31,2O2O.	On 6tr, August 2Ol9 at 3.0O PM
Resolution No. 6	Paymentofremuneration/compensation by way of profit relatedcommission orotherwise aspermissible tothe Non-ExecutiveDirectors including IndependentDirectors of the Company.

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Resolution No. 7	Payment of annual remuneration/compensation for the financial year2O19-2O to Shri Harsh V Lodha, NonExecutive Non-Independent Chairman,which may exceed 50% of the totalremuneration payable to allNonExecutive Directors of the Company.	On 6ft August 2Ol9 at 3.00 PM
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For VindhVa felelid<s Limited

F^w.M-^u) Compliance Officer