'" BEMCO HYDRAULICS LINIITED (CIN: L5110iKA1957PLC001283)

Transcription

1 '" BEMCO HYDRAULICS LINIITED (CIN: L5110iKA1957PLC001283) IS0 9001:2008 Certified Company. e,(j(ld CompOy Reg NO. RQ91/6325 R~~No..MIWIE.H~~ REGD. OFFICE &WORKS : UDYAMBAG, BELGAUM KARNATAKA, INDIA Tel: , finance@bemcohydraulics.net Web :- Fax : PROCEEDINGS AT THE EXTRA ORDINARY GENERAL MEETING OF SHAREHOLDERS OF BEMCO HYDRAULICS LIMITED HELD ON TUESDAY, 19TH MARCH, 2019 AT THE REGISTERED OFFICE, UDYAMBAG, KHANAPUR ROAD, BELGAUM AT 3.30 P.M. The Extra Ordinary General Meeting (EGM) of the Members of Bemco Hydraulics Limited (the Company) was held on Tuesday, 19" March, 2019 at 03:30 pm at the registered office of the company Khanapur Road, Udyambag, Industrial Estates, Belgaum I. CHAIRMAN OF THE MEETING Mr. Anirudh Mohta proposed Mr: Madan Mohan Mohta as the chairman of the meeting and Mr. Madan Mohan Mohta took the chair and presided over the meeting. Mr. Madan Mohan Mohta Chairman welcomed all the members at the EGM of the company and introduced the directors on the dais. 11. QUORUM Ascertaining presence of requisite quorum namely presence of not less than 15 members personally present, the chairman initiated the proceedings of the meeting INSPECTION OF DOCUMENTS The chair declared that the documents referred to in the notice of EGM were available for inspection by the members. 1V. PROCEEDINGS: The Chairman then informed that the Notice of EGM along were dispatched to all the members within statutory period. Ms. Amruta Tarale, Company Secretary read out the Notice convening the Extraordinary General Meeting. She then informed the members that, there were five resolutions to be passed at the EGM and ordered poll on the resolutions. She also informed that the poll shall be clacluded at the closure of the meeting. The Chairman invited queries from the members present on the item on the agenda but there were no queries. The Chairman thereafter requested Mr. S. R. Deshpande, the Practicing Company Secretary [Membership No: 1865) to act as scrutinizer, for conducting the e-voting and poll process in a fair and transparent manner and submit his report. He then advised Ms. AmrutaTarale, Company Secretary to take the members through poll process. Ms. Amruta Tarale Company Secretary briefed the members about the poll pro.cess. She then informed the shareholders that, pursuant to the provisions of section 108 of the Companies Act, 2013 read with rule 20 of the companies (Management and Administrative) Rules, 2014 and regulation 44 of SEBl (Listing Obligations and ~isclosurk Requjrements)

2 Regulations, 2015 the company has extended the e-voting facilities to the members of the company through Adroit Corporate Services Pvt Ltd to vote on resolutions proposed to be passed at the EGM. She further informed that the e-voting was commenced from Saturday 16" March, 2019 at 10:OO am to Monday, 18" March, 2019 till 05:OO pm. The members as on cut of date i.e. Tuesday 12th March, 2019 were eligible to participate in e-voting process. Ms. Amruta Tarale conducted the poll for voting to enable the members of the company who were present in person and through proxy at the EGM and who have not exercised their right to vote through e-voting process. Accordingly, Ms Amruta Tarale Company Secreiary and Mr. Vijay Sambrekar, CFO made arrangement for ballot box and circulation of ballot papers amongst the members present at the meeting. The poll was conducted in accordance with the provisions of law i.e. it was ascertained that those members who are present at the meeting and who have not voted on any resolutions under e voting and they were allowed to vote on all items on the agenda of the Extraordinary General Meeting. After'conduct of the poll through physical ballot,,the ballot box was handed over to Mr. S R Deshpande. The Chairman waited for the scrutinizers' report on E-voting and insta-poll at the meeting. Ms Amruta Tarale informed the members that, the combined results of the e-voting and instapoll conducted at the EGM as be submitted by the scrutinizer, shall be intimated to the stock exchange within 48 hours of Conclusion of EGM and the same will be posted on the Company's Website. She then handed over the dais back to the chairman. We wish to intimate the following items stated in the notice were placed before the members for yoting at the EGM. AS SPECIAL BUSINESS 1. To re-appoint Mr. Animdh Mohta (DIN: ) as the Managing Director and furing his remuneration w.e.f lstapril, To consider and if thought fit, to pass, the following resolution as special resolution. RESOLVED THAT, pursuant to the provisions of section 196, 197 and 203, Schedule V and other applicable provisions if any, of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014 (Including any statutory modification(s] and / or re-enactmentls) thereof for the time being in force] and the article of associaiion of the Company, approval of the shareholders of the Company be and is herby accorded by way of special resolution for the reappointment of Mr. Anirudh Mohta (DIN: ] as the Managing Director of the company, for a period of 5 years w.e.f Ol*April, 2019 upto 31St March, 2024 on the terms and conditions set out in the Explanatory statement attached to the notice and with liberty to board to vary, amend or revise the terms and conditions, remuneration in accordance of the provisions of the Act and the rules made there under, and as may be agreed between the Board of Directors and Mr. Anirudh Mohta.

3 2. Continuation of Directorship of Mr. Madan Mohan Mohta (DIN: ), as Non Executive Director of the Company, liable to retire by rotation w.e.f OlSt April, To consider and if thought fit, to pass, the following resolution as Special Resolution, of India isti tin^ Obligations and Disclosure Requirements) Regulations, 2015 (Including any statutory modification(s) and / or re-enactment(s) thereof for the time being in force) and other special Resolution for continuation of Directorship by Mr. Madan Mohan Mohta (DIN: ). as an Non Executive Director of the Company who has attained the age of 75 years and who is liable to retire by rotation, the continuation of Directorship as an Non Executive Director shall be w.e.f 015tApri1, Continuation of Directorship of Mr. Nawal Kishore Daga (DIN: ), a Non Executive Director of the Company and To re-appoint him as Non Executive Independent Director of the company to hold office for a second term from 01s April, 2019 to 31stmarch, To consider and if thought fit, to pass, the following resolution as Special Resolution. of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Indoding any statutory modification(s) and / or re-enactment(s) thereof for the time being in force) and other special Resolution for continuation of Directorship by Mr. Nawal Kishore Daga (DIN: ), as an Non Executive Director of the Company who has attained the age of 75 years,.the continuation of Directorship as an Non Executive Director shall be w.e.f Olst April, RESOLVED FURTHER THAT, pursuant to the provisions of Section 149 and 152 read with Schedule 1V and other applicable provisions, if any of the Companies Act, 2013 and Companies (Appointment and Qualifications of Directors) Rules, 2014 and applicable provisions of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Including any statutory modification(s) and / or re-enactment(s) thereof for the time being in force) hr. Nawal Kishore Daga'(D1N: ), whose term as an Independent director of the company expires on 31st March, 2019 and being eligible to be re-appoint as an independent director of the Company, approval of the members of the Company be and is herby accorded by way of special Resolution to re-appoint him for a second consecutive term of 5 years w.e.f OISt April, 2019 upto.31stmarch, 2024 and who shall not be liable to retire by rotation. 4. Continuation of Directorship of Mr. ~amesh Manickchand Shah (DIN: ), as Non ~xecutive Director of the Company and To re-appoint him as Non Executive Independent Director of the company to hold office for a second term from lst April, 2019 to 31s march, 2024.

4 To consider and if thought fit, to pass, the'following resolution as Special Resolution. of lndia [Listing Obligations and Disclosure Requirements) Regulations, 2015 (Including any statutory~modification(s) and / or re-enactment[s) thereof for the time being in force) 'and other special Resolution for continuation of Directorship by Mr. Ramesh Manickchand Shah (DIN: ), as a Non Executive Director of the Company who shall be attaining.the age of 75 years on 05thApri1, 2019, the continuation of Directorship as a Non Executive Director shall be w.e.f Olrt April, RESOLVED FURTHER THAT, pursuant to the provisions of Section 149 and 152 read with Schedule 1V and other applicable provisions, if any of the Con~panies Act, 2013 and Companies [Appointment and Qualifications of Directors) Rules, 2014 and applicable provisions of the Securities Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Including any statutory modification(s) and / or re-enactmentls) thereof for the time being in force) Mr. Ramesh Manickchand Shah [DIN: ) whose term as an Independent director of the company expires on 31st March, 2019 and being eligible to be re-appoint as an independent director of the Company, approval of the members of the Company be and is herby accorded by way of special Resoluti,on to re-appoint him for a second consecutive term of 5 years w.e.f Olst April, 2019 upto 31*March, 2024 and shall not be liable to retiie by rotation. resolution, arid to do all such acts, deeds and things as may be necessary, expedient and dekirable 5. To re-appoint Mr. Dilip Premraj Chandak (DIN: ), as Non Executive Independent Director of the company to hold office for a second term from OISt April, 2019 to 31s march, To consider and if thought fit, to pass, the following resolution as Special Resolution. RESOLVED THAT,. oursuant. to the orovisions of Section 149 and 152 read with Schedule IV and other applicable provisions, if any of the Companies Act, 2013 and Companies [Appointment and Qualifications of Directors) Rules, 2014 and applicable provisions of the Securities Exchange Board of 1ndia [Listing Obligations and ~isclosu; ~e~uirements) Regulations, 2015 (~nchding any statutory modification(s) and / or re-enactmentls) thereof for the time being in force) Mr. Dilip Premraj Chandak (DIN: , whose term as an Independent director of the company expires on 31st March, 2019 and being eligible to be re-appoint as an independent director of the Company, approval of the members of the Company be and is herby accorded by way of special Resolution to re-appointed him for a second consecutive term of 5 years w.e.f OlSt April, 2019 upto 315f March, 2024 and shall not be liable to retire by rotation. The Chairman thereafter declared the proceedings of the EGM as closed at 04:10pm,

5 The consolidated scrutinizer report was received from the scrutinizer and accordingly the resolutions set out in the notice of the EGM were declared as passed. You are requested to take the same on your record. Thank you FOR BEMCO HYDRAULICS LIMITED. Amruta A. Tarale Company Secretary. ACS: A42288