HIMADRI SPECIALITY CHEMICAL LIMITED Ref. No: HSCL / Stock-Ex/2022-23/39
Date: 08/08/2022
E-mail:monika@himadri.com | |
Ref: Listing Code: 500184 (Equity) | Ref: Listing Code: HSCL |
BSE Limited | National Stock Exchange of India Ltd |
Department of Corporate Services | Exchange Plaza, C-1,Block-G |
P. J. Towers, 25th Floor, | Bandra Kurla Complex, |
Dalal Street, | Bandra (E) |
Mumbai- 400 001 | Mumbai- 400 051 |
Sub: Summary Proceedings, Voting Results and Scrutinizer's Report of the Extraordinary
General Meeting held on 08 August 2022
Dear Sir/ Madam,
This is to inform you that the Extraordinary General Meeting (EGM) of Himadri Speciality Chemical Ltd was held on Monday, the 08 August 2022 at 01.00 p.m. (IST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM"), to transact the businesses as stated in the Notice dated 14 July 2022.
We are enclosing herewith the following:
- Summary of the Proceedings of the EGM of the Company as required under Regulation 30, Part-A of the Schedule III of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, marked as Annexure - I.
- The details of e-voting results of the businesses transacted at the EGM of the Company under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, marked as Annexure - II.
- Consolidated Scrutinizer's report on e-voting submitted by the Scrutinizer, M/s Arun Kumar Maitra & Co., Practising Company Secretaries (ACS: 3010), pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management & Administration) Rules, 2014 (as amended) marked as Annexure - III.
All items of Agenda as contained in notice of EGM have been passed with requisite majority. The meeting concluded at 1:45 p.m. (IST) (including the time allowed for e-voting at EGM).
The e-voting results along with the Scrutinizer's Report dated 08 August 2022 will be made available on the Company's website at www.himadri.comand on the website of the NSDL within 48 hours of the conclusion of the meeting.
This is for your information and taking on records.
Thanking You,
Yours faithfully,
For Himadri Speciality Chemical Ltd
Monika
Saraswat
Digitally signed by Monika Saraswat DN: c=IN, o=Personal, 2.5.4.20=6b06d113abc64c2fc52629405130a8d764b5fae5b 766f76fa0314a5c7ed5d130, postalCode=711101, st=West Bengal, serialNumber=e3ef4fb1f3715333065f97d82f739ec44555eb efa0082e68321386eb1d57ae85, cn=Monika Saraswat Date: 2022.08.09 00:13:19 +05'30'
(Company Secretary & Compliance Officer)
ACS: 29322
Enclosed: as above
- To: National Securities Depository Ltd
Annexure -I
Summary of proceedings of the Extraordinary General Meeting of Himadri Speciality Chemical Ltd
In view of the continuing COVID-19 pandemic and in compliance with the General Circulars No.
14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021 and 3/2022 dated April 08, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 08, 2021 and May 05, 2022 respectively (collectively referred to as "MCA Circulars") and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and circulars issued by the Securities and Exchange Board of India ("SEBI Circulars") and other applicable circulars and in compliance with the relevant provisions of the Companies Act, 2013 (" Act") and Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Extraordinary General Meeting ("EGM" or "Meeting") of the Members of Himadri Speciality Chemical Ltd ( "Company") was duly convened and held on Monday, the 08 August 2022 through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM"), which commenced at 01.00 p.m. (IST).
PRESENT | |||
Sr. No. | Name | Designation | |
1. | Mr. Santosh Kumar Agrawala | Independent Director, Chairman of the EGM, | |
Chairman of the Nomination & Remuneration | |||
Committee (from Kolkata) | |||
2. | Mr. Anurag Choudhary | Managing Director & Chief Executive Officer | |
(from Kolkata) | |||
3. | Mr. Shyam Sundar Choudhary | Whole-time Director (from Kolkata) | |
4. | Mr. Amit Choudhary | Whole-time Director (from Kolkata) | |
5. | Mr. Girish Paman Vanvari | Independent Director | |
Chairman-Audit Committee (from Hyderabad) | |||
6. | Mr. Santimoy Dey | Independent Director | |
Chairman - Stakeholders Relationship Committee | |||
(from Hooghly, West Bengal) | |||
7. | Mr. Sakti Kumar Banerjee | Independent Director (from Kolkata) | |
8. | Mr. Gopal Ajay Malpani | Independent Director (from Mumbai) | |
9. | Ms. Monika Saraswat | Company Secretary (from Kolkata) | |
10. | Mr. Kamlesh Kumar Agarwal | Chief Financial Officer (from Kolkata) |
- At the commencement of the meeting, Ms. Monika Saraswat, Company Secretary welcomed all the Directors and Members attending the EGM. She also briefed about the general guidelines to be followed during the meeting for the Shareholders and registered speakers. She then introduced Mr. Anurag Choudhary, Chairman of the Board of Directors of the Company and Managing Director and CEO of the Company. Since Mr. Choudhary is interested in the
Agenda Items, the Board of Directors at its meeting held on 14 July 2022 has elected Mr. Santosh Kumar Agrawala, Independent Director, as the Chairman of the EGM.
- Mr. Santosh Kumar Agrawala, Independent Director, who has been elected as the Chairman of the EGM took the Chair.
- There were Seventy-Nine (76) members present through VC/OAVM as per the records of the attendance.
- The Chairman greeted the Members and chaired the proceedings at the EGM. As the requisite quorum was present, the Chairman then called the Meeting to order.
- Thereafter, with the permission of the Chairman, Ms. Monika Saraswat, Company Secretary, introduced other directors who joined the Meeting from various locations. All the Directors including the respective Chairpersons of the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee, were present at the EGM. The Scrutinizer for the EGM, Mr. Arun Kumar Maitra, Practicing Company Secretary (CP No. 14490) was also present.
- The Notice dated 14 July 2022 convening the EGM was taken as read with the consent of the Members present.
- The Chairman further informed the members that pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI Listing Regulations, the Company had engaged NSDL to provide remote e-voting facility which commenced on Thursday, 04 August 2022 (09:00 a.m. IST) and ended on Sunday, 07 August 2022 (05:00 P.M IST) and e-voting facility during the EGM to all the eligible Members who participated in the Meeting and had not cast their votes through remote e-voting in respect of the businesses transacted at the Meeting.
Thereafter, the resolutions were tabled at the Meeting by the Chairman, and he explained the objectives and implications of each item of businesses for consideration by the shareholders.
The following items of business as per the Notice of the EGM were transacted:
Special Business:
- To approve requests received from Mr. Bankey Lal Choudhary, Mr. Vijay Kumar Choudhary, Mr. Tushar Choudhary, Ms. Sushila Devi Choudhary, Ms. Saroj Devi Choudhary, Ms. Kanta Devi Choudhary and Ms. Swaty Choudhary, Persons belonging to Promoters/ Promoter Group for reclassification from "Promoters / Promoter Group" category to "Public" category.
- Issue of upto 7,25,50,000 (Seven Crores Twenty Five Lakhs Fifty Thousand) Warrants each convertible into, or exchangeable for, one equity share of the Company within the period of 18 (eighteen months) in accordance with the applicable laws to the Promoter/ Promoter Group of the Company and certain identified non-promoter persons / entity.
3. Ratification and Approval of Contracts/Arrangements with Tuaman Engineering Limited, Related Party
Thereafter, with the permission of Chairman, Ms. Monika Saraswat, Company Secretary invited the Members who had registered themselves as speakers and were attending the Meeting through VC / OAVM, to put forward their queries / feedback, if any, in respect of any of the items of business as contained in the Notice. Five (5) speakers expressed their feedback, queries, and suggestions. The Managing Director & CEO responded to the queries and provided necessary clarifications to the same.
The voting rights of the Members were reckoned based on the number of shares held by them as on the 'cut-off' date i.e., Monday, 01 August 2022. Arun Kumar Maitra & Co., Practicing Company Secretary (CP No. 14490), Kolkata, was appointed for the purpose of scrutinizing the process of remote e-voting and e-voting during the Meeting in a fair and transparent manner.
The Chairman further informed the Members that the consolidated results of the e-voting and the report of the Scrutinizer will be communicated to the stock exchanges viz. BSE Ltd and National Stock Exchange of India Ltd, where the shares of the Company are listed and will also be placed by the Company on its' website at www.himadri.comand also on the website of NSDL within two working days of the conclusion of the EGM.
The Chairman concluded the proceedings of the Meeting after thanking all the Members of the Company for their unwavering trust in the Company and acknowledged the persistent support of all the stakeholders of the Company.
The Company Secretary placed vote of thanks.
The Scrutinizer had submitted his Consolidated Report on the Voting Results on 08 August 2022.
Based upon the Scrutinizer's Report all the resolutions as mentioned in the Notice dated 14 July 2022 convening the EGM has been duly passed with requisite majority by the Members of the Company through remote e-voting and e-voting conducted during the EGM.
The EGM of the Company concluded at 01:45 P.M. (IST) (including the time allowed for e-voting at EGM).
This is for your information and records.
Yours faithfully,
For Himadri Speciality Chemical Ltd
Monika
Saraswat
Digitally signed by Monika Saraswat DN: c=IN, o=Personal, 2.5.4.20=6b06d113abc64c2fc52629405130a8d764b5fa e5b766f76fa0314a5c7ed5d130, postalCode=711101, st=West Bengal, serialNumber=e3ef4fb1f3715333065f97d82f739ec4455 5ebefa0082e68321386eb1d57ae85, cn=Monika Saraswat
Date: 2022.08.09 00:13:58 +05'30'
(Company Secretary &
Compliance Officer)
ACS: 29322
CIN: L27106WB1987PLC042756
Voting Results
Annexure II
Date of EGM | 08 August 2022 | |
Total Number of shareholders on record date (Cut-off Date: 01 August 2022) | 327205 | |
No. of Shareholders present in the meeting either in person or through proxy: | ||
- Promoter and Promoter Group | NA | |
- | Public | |
No. of Shareholders attended the meeting through Video Conferencing | ||
- Promoter and Promoter Group | 2 | |
- | Public | 75 |
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Himadri Speciality Chemical Ltd. published this content on 09 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2022 21:04:17 UTC.
