HEG : Proceedings of 51st Annual General Meeting

Annexure-1

PROCEEDINGS OF THE 51ST ANNUAL GENERAL MEETING OF THE MEMBERS OF HEG LIMITED HELD ON THURSDAY, 31ST AUGUST, 2023.

The 51st Annual General Meeting (AGM) of the Company was held today i.e. Thursday, the 31st August, 2023 at 11:30 A.M. (IST) through Video Conferencing/Other Audio Visual Means ("VC/OAVM"), without physical presence of members at the AGM venue in compliance with the provisions of the Companies Act, 2013 and relevant circulars issued by the Ministry of Corporate Affairs read with General Circular Nos. 20/2020 dated 5th May, 2020, and latest being General Circular No. 10/2022 dated 28th December, 2022 ("MCA Circulars") and SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 5th January 2023. The venue of the AGM is deemed to be the Registered Office of the Company at Mandideep (Near Bhopal), Distt. Raisen - 462 046, Madhya Pradesh.

The following Directors, KMP's, Group CFO and Auditors were present in the meeting through video conferencing (VC) from their respective locations:

1. Shri Ravi Jhunjhunwala (DIN: 00060972), Chairman, Managing Director & CEO and member of Stakeholder Relationship Committee and Chairman of CSR Committee of the Company.
2. Shri Riju Jhunjhunwala (DIN: 00061060), Vice Chairman of the Company and Chairman of Stakeholders Relationship Committee of the Company.
3. Dr. Kamal Gupta (DIN: 00038490), Independent Director of the Company and Chairman of Nomination and Remuneration Committee and Member of Audit Committee & Stakeholders Relationship Committee of the Company.
4. Shri Satish Chand Mehta (DIN: 02460558), Independent Director of the Company and Chairman of Audit Committee and member of CSR Committee of the Company.
5. Shri Shekhar Agarwal (DIN: 00066113), Director & Member of Audit Committee.
6. Shri Jayant Davar (DIN: 00100801), Independent Director of the Company.
7. Smt. Vinita Singhania (DIN: 00042983), Director and Member of CSR Committee.
8. Smt. Ramni Nirula (DIN: 00015330), Independent Director and Member of Nomination & Remuneration Committee.
9. Shri Manish Gulati (DIN: 08697512), Executive Director of the Company.
10. Shri O.P Ajmera, Group Chief Financial Officer of the Company.
11. Shri Gulshan Kumar Sakhuja, Chief Financial Officer of the Company.
12. Shri Vivek Chaudhary, Company Secretary of the Company.
13. Shri Sanjiv Mohan representing M/s. SCV & Co LLP, Statutory Auditors of the Company and

1. Shri Saket Sharma a Practicing Company Secretary (FCS 4229) (C.P. No. 2565), Partner of GSK & Associates, representing Secretarial Auditors of the Company as well appointed as the Scrutinizer to scrutinize the remote e-voting process and voting at Annual General Meeting in a fair and transparent manner.

The Company Secretary informed that in compliance of Section 108 of the Companies Act, 2013 ("Act"), read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Secretarial Standard-2 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Remote e-voting facility was provided to the Members to cast their votes electronically on all the resolutions set out in the Notice commenced at 9.00 a.m. (IST) on Sunday, 27th August, 2023 and ended at 5:00 p.m. (IST) on Wednesday, 30th August, 2023. The Company had also provided e-voting facility during the AGM to enable Members to cast their vote who have not done through remote e-voting.

The Company Secretary also informed that all the documents referred to in the accompanying Notice and Explanatory Statements were available for inspection on the website of the Company till the date of this Annual General Meeting.

Further during the AGM, the Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Act were open for inspection during the continuance of the meeting.

The Company Secretary also informed the members that pursuant to provisions of Articles of Association of the Company, the Chairperson of the Board shall preside as Chairperson at every general meeting of the Company.

Shri Ravi Jhunjhunwala, Chairman, Managing Director & CEO of the Company being interested in the item no. 3 and 5 of the notice. Therefore, Dr. Kamal Gupta, Independent Director of the Company was elected to take the chair with the permission of all the members present, when those items were taken up.

Shri Ravi Jhunjhunwala, Chairman & Managing Director and CEO, Chaired the meeting.

The Chairman informed that all the Directors of the Company were present except Shri. Davinder Kumar Chugh, Independent Director due to his preoccupation and had sent his good wishes/ greetings to all the Directors/KMP's and members present in the meeting.

The requisite quorum being present, the Chairman called the meeting to order. The quorum was present throughout the meeting.

The Company's performance was covered in the Board's Report and the Annual Report for FY 2022-2023. Thereafter, the Chairman read the Chairman statement as mentioned in the Annual Report.

The Chairman also informed the members that the Notice dated 22nd May, 2023 of 51st AGM, Report of Board of Directors and the Financial Statements for the financial year 2022-23 were taken as read as the same had already been circulated to the Members. There were no qualifications, reservation and adverse remarks in the Auditor's Report and the report of Secretarial Auditor of the Company and accordingly they were not required to be read.

Thereafter Chairman informed that Members would raise query through the Chat Box facility provided by NSDL at the AGM. Further the members who had registered themselves as speakers, were invited to express their views/ queries in the AGM.

All the queries of the members including queries received through chat box were replied suitably by the Chairman at the AGM.

The Chairman briefed the Shareholders about each item set out in the Notice calling the 51st Annual General Meeting.

The items transacted and voted by members were as under:

The Chairman announced that the combined results of e-voting and voting at the AGM will be announced/ displayed through the website of the Company (www.hegltd.com) and the website of NSDL (www.evoting.nsdl.com) within 48 hours from the conclusion of meeting and the results shall also be intimated to BSE Ltd and National Stock Exchange of India Ltd. It shall also be displayed on the notice board at the Registered Office & Corporate Office of the Company.

The Chairman thanked all the members for their participation in the meeting. The meeting concluded at 12:34 P.M. The E-voting facility was kept open for next 30 minutes to enable the Shareholders to cast their vote.