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| Exchange Received Time 28/09/2018 17:00:56 Exchange Disseminated Time 28/09/2018 17:01:02 Time Taken 00:00:06 | OUT-COME / PROCEEDINGS OF THE 39th ANNUAL GENERAL MEETING OF JAGSONPAL PHARMACEUTICALS LIMITED HELD ON 28.09.2018 AT 10.00 A.M. AT VANITA SAMAJ, LODHI ROAD, NEW DELHI - 110003.
1. Mr.Rajpal Singh Kochhar, Chairman and Managing Director took the Chair and welcomed the members to the 39th Annual General Meeting of the Company.
2. Mr. Rajpal Singh Kochhar then asked the Company Secretary to ascertain the quorum. After ascertaining the same by the Company Secretary, the Chairman declared the meeting as validly convened on the basis of advice from the Company Secretary that the requirement of the quorum, as per the Companies Act, 2013, was fulfilled.
3. The Statutory Registers, Proxy Registers and inspection documents were available during the meeting for inspection of the Members.
4. With the concurrence of the Members, the Notice of 39th Annual General Meeting together with the Financial Statements, Directors' Report. The Company Secretary read the Auditor's Report.
5. Mr. Raipal Singh Kochhar apprised the shareholders about the Company's performance during the last financial year and future plans, prospects and outlook of the Company in the years to come.
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6. He stated that the Company had provided electronic voting facility to the members entitled to cast their vote at the Annual General Meeting, as per the Companies Act, 2013 in the manner as prescribed under the Companies (Management and Administration) Rules, 2014 and therefore, it was obligatory to provide similar voting rights to the members present, in person and through proxies at the Annual General Meeting, to vote in proportion to the shares held by them. He stated that Poll will be taken for the voting on all the resolutions of ordinary and special businesses as set out in items 1 to 7 of the Notice of the 39th Annual General Meeting.
7. The Chairman, thereafter, ordered the Poll on the resolutions as set out in notice i.e. resolution 1 to 7 except item no. 3 & 7, he being an interested party, and requested all the members and proxy holders present and entitled to vote to participate in the Poll. It was decided that the polling will be taken immediately and Dr. ishpal Singh Ghai, took Chair for item no. 3 & 7.
8. He informed that on receipt of Scrutinizer's Report on the Poll to be conducted, the results of voting shall be declared by Sunday, 30th September, 2018 at the registered office of the Company. The results to be declared for each resolution shall indicate votes on Poll & electronic voting and would be immediately intimated to the National Stock Exchange of India Ltd. and BSE Ltd. and shall also be uploaded on the Company's website www.jagsonpal.com with the respective reports of Scrutinizer for electronic voting and the Poll and shall be available at the registered office of the Company.
9. Mr. Hira Lal Bansal, Scrutinizer conducted the Poll, showing empty polling box to the members, locking and sealing of empty polling box in the presence of members and proxies. After ensuring that all members and proxies participating in the Poll had casted their votes, the Scrutinizer closed the Poll at around 11.40 a.m. The scrutinizer then took the custody of polling box.
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Following Resolutions as given in the Notice of the 39th Annual General Meeting:-
A. ORDINARY BUSINESS
01 The following ordinary resolution was proposed and considered.
To receive, consider and adopt the Audited Financial Statement of the Company for the period ended on March 31, 2018 together with the report of the Board of Directors and Auditors' report.
02 The following ordinary resolution was proposed and considered.
To declare on Dividend on Equity Shares.
B. SPECIAL BUSINESS
03 To consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution.
Resolved that Mrs. Jasbir Kaur Kochhar be and is hereby re-appointed as Woman Director from this 39th Annual General Meeting till the conclusion of 43rd Annual General Meeting.
04 To, consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:-
'Resolved that Mr. Bharat Sinh, (DIN: 00347364) be and is hereby re-appointed as Non-Executive Independent Director of the Company from this 39th Annual General Meeting till the conclusion of the 43rd Annual General Meeting pursuant to Section 149 and 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 27(2) of LODR, 2015 SEBI amended or re-enacted form time to time.
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05 To, consider and, if thought fit, to pass, with or without modification(s), the following resolution as Special Resolution:-
'RESOLVED That, Dr. Ishpal Singh Ghai, (DIN:006551659), be and is hereby re-appointed as Non-Executive Independent Director of the Company from this 39th Annual General Meeting till the conclusion of the 43rd Annual General Meeting pursuant to Section 149 and 152 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 27(2) of LODR, 2015 SEBI amended or re-enacted from time to time.
06 To approve and ratify the remuneration of the Cost Auditors for the financial year ending 31st March, 2019, to consider and if thought fit, pass the following resolution as an Ordinary Resolution.
'RESOLVED THAT pursuant to the provisions of Section148 and and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or enactment(s) thereof, for the time being in force), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial year ending 31st March, 2019 be paid the remuneration of Rs. 1.90 lac plus out of pocket expenses.
07 To, consider and, if thought fit, to pass, with or without modifications(s), the following resolution as Special Resolution:-
RESOLVED THAT pursuant to provisions of Section 186 and clause (77) of Section 2 and other applicable provisions of the Companies Act 2013, the remuneration of Vice President Mr. Inderpal SIngh Kochhar be and is hereby accorded and approved @ Rs. 350000/- p.m. with effect from 01.04.2018.
FURTHER RESOLVED that directors (hereinafter referred to as the Board which term shall be deemed to include the Human Resources, and remuneration committee of the Board) be and are hereby authorised to alter and vary the terms and conditions of the said remuneration as it may deem fit and as may be acceptable to Mr. Inderpal Singh Kochhar.
FURTHER RESOLVED that Board of Directors of the Company be and are hereby authorized to take all necessary steps to effect this resolution.
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There being no other business to be transacted, the 39th Annual General Meeting concluded with a Vote of thanks to the Chair.
For JAGSONPAL PHARMACEUTICALS LIMITED LTD.
R. K. KAPOOR
COMPANY SECRETARY
Dated : 28/09/2018
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