Astral Limited (ASTRAL) Earnings Call Transcript & Summary

Dear shareholders, good morning to all of you. I, Manan Bhavsar, Company Secretary of Astral Limited, will be assisting in conducting the first extraordinary general meeting of members of the company of the financial year '22, '23. As you are aware, the Ministry of Corporate Affairs has permitted to conduct the extraordinary general meeting through videoconferencing mode or other audiovisual means. Accordingly, the first extraordinary general meeting of the financial year '22, '23 is being held through video conferencing mode. The company had provided facility of remote e-voting to its members in respect of the business to be transacted at the EGM through services of CDSL or facilitating voting through electronic means. Members who have not cast their vote yet electronically and who are participating in this meeting will have an opportunity to cast their votes during the meeting through the e-voting system provided by CDSL. Members who have cast their vote by remote e-voting prior to the EGM, may participate in the EGM, but shall not be entitled to cast their votes again during the EOGM. Vote cast by members through the e-voting facility available during the EGM shall be considered valid only if he participate in the meeting through videoconferencing facility. Please note that as per the statutory requirements, the proceedings of the EGM are being recorded and would be made available on the website of the company. Since Mr. Sandeep Engineer, the Chairman and Managing Director, is unable to join the meeting due to personal reasons, in accordance with the Article of Association of the company, the directors present at this meeting are requested to elect one of the directors to be the chairperson of this meeting.

We unanimously elect Mrs. Jagruti Engineer as chairperson of this EGM.

I also support the same.

Thank you so much. With the consent of all the directors present at the meeting, Mrs. Jagruti Engineer, the Whole-Time Director is presiding as the chairperson of this meeting. I now hand over the proceeding to Mrs. Jagruti Engineer, Chairperson of this EGM.

Good morning to all of you. I have pleasure to welcome all the shareholders at the first Extraordinary General Meeting of the financial year 2022, '23. Requisite quorum being present, I call the meeting to an order. I will introduce the Board members who are attending this EGM through videoconferencing mode: Mr. C.K. Gopal, Chairperson of Stakeholders Relationship Committee, Nomination and Remuneration Committee and Audit Committee; Mrs. Kaushal Nakrani, Independent Director; Mr. Viral Jhaveri, Independent Director; Mr. Chetas Desai, Independent Director; Mr. Dhinal Shah, Independent Director; and Mr. Girish Joshi, Whole-Time Director. Mr. Sandeep Engineer, the Chairman and Managing Director of the company is unable to attend this meeting on personal grounds. Other than all the Board members, representatives of statutory auditors, M/s. S R B C & Co LLP, Mr. [ Shriyans Rabrani ] and Secretarial Auditor, Mrs. Monica Kanuga, are also attending this EGM through videoconferencing. Notice dated 7th February 2023 of the Extraordinary General Meeting had been circulated to the shareholders electronically in compliance with the applicable statutory provisions and with your permission, I take the same as read. I will now take up the resolutions as set forth in the notice. The first item of the notice is increase in authorized share capital and amendment in capital clause of the Memorandum of Association which is proposed as an ordinary resolution. In order to facilitate the issue of bonus equity shares and for meeting future requirements, it is proposed to increase the authorized share capital to INR 50 crores. Item #2 relates to issue of bonus shares, which is proposed as an ordinary resolution. With a view to encourage the participation of small investors by making equity shares of the company affordable, increasing the liquidity of the equity shares and to expand the retail shareholder base, the Board of Directors of the company has considered and approved bonus issue of equity shares of 1 equity share for every 3 existing equity shares. Item #3 and 4 relates to appointment of Mr. Chetas Gulabbhai Desai; and Mr. Dhinal Ashvinbhai Shah as an independent director of the company, which is proposed as special resolutions. It was proposed in order to diversify the Board to induct Mr. Chetas Gulabbhai Desai and Mr. Dhinal Ashvinbhai Shah as Independent Directors of the company for a term of 5 consecutive years effective from 7th February 2023. In the opinion, the Board did meet the criteria of independence and possess appropriate skills, knowledge and expertise required for the efficient functioning of the company. The detailed explanation and justification of resolutions proposed in the notice have been provided in the explanatory statement attached with the notice. I would now request the company secretary to brief the members about the voting procedure and take you through the resolutions. Thank you.

Thank you, ma'am. Pursuant regulation 44 of the SEBI listing obligation and disclosure requirement regulations and provision of Section 108 of the Company's Act and rules made thereunder, the company has provided facility to the members to cast their votes through remote e-voting. The detailed procedure and instruction for casting votes by members through electronic modes were prescribed in the notice of the general meeting. The company had fixed 24th February 2023 as the record date for deciding the name of members entitled to cast their votes through remote e-voting as well as voting during this meeting. The members holding shares as on the set cutoff date shall only be allowed to exercise their vote in this meeting. The remote e-voting period commenced at 9 a.m. on Tuesday, 28th February 2023 and closed at 5:00 p.m. on Thursday, that is 2nd March 2023. The remote e-voting module was blocked and disabled at 5:00 p.m. yesterday, that is on 2nd March 2023. I request the members who have cast their votes through remote e-voting not to cast their votes again through e-voting during this general meeting. The e-voting facility is available throughout the EGM proceedings through the same log-in. Pursuant to provision of Section 109 of the Company's Act, Mrs. Monica Kanuga, Practicing Company Secretary has been appointed as a scrutinizer to conduct the remote e-voting and e-voting during the EGM process in a fair and transparent manner and submit her report to the chairperson. Once a report of the scrutinizer is received, the chairman will declare the decision of the meeting on each business transacted by the members through e-voting during this EGM addressing thereto the votes cast by members through remotely voting. Members are requested to note that result of the voting together with scrutinizer report will be placed on the company's website at the earliest. But within the statutory time permitted under the law, the results of the voting will also be uploaded on the website of the CDSL. I now hand over the proceedings back to the chairperson.

I now invite the members who have preregistered to pose their questions, if any, which are related to the business of this meeting. We would make all efforts to answer all your queries. But if any questions remain unanswered, you may please send in your queries via e-mail to the company secretary and we shall revert appropriately. The company has received requests from 4 shareholders to register as speakers at the meeting. Now I request the moderator to put the speaker for question-and-answers round. Member who has registered as speaker will be unmuted by the moderator.

I request Mr. Dnyaneshwar Bhagat who has registered as a speaker to speak at the meeting.

Can you hear me now? Can you hear me, sir?

Yes, sir, please go ahead.

Thank you very much, sir. First of all, very good morning, sir, and I'd like to say thanks to the company secretary for calling my name. Secondly, I thank to company secretary for sending me the soft copy of EGM, well in advance, which is full of knowledge, easy to understand. So I thanks to him and his team for doing excellent work. About the resolution, sir, the resolution is for appointment of directors and issue of bonus shares. So nothing much to ask. Everything is given in detail. So again, I hand to Mr. Manan for doing the excellent work. So no more question about that. Last but not the least, I fully support all the relations because it is -- the company has taken the care of the small shareholders. So again I thank to the company and as well as the Board member, rest coming festival Happy Holi to all of you, sir, and thank you very much for patience hearing.

Thank you so much from the management as well, thank you, sir. Thank you, sir. Now I request the other speaker shareholder, Mr. Rajendra Jamnadas Sheth to speak at the meeting.

Sir, he has not joined.

Okay. Mr. Rajendra Jamnadas Sheth has not joined the meeting, so we dropped this speaker registration. Third speaker registration is Mr. Manjit Singh. May I request Mr. Manjit Singh...

Sir, he has not joined.

Manjit Singh has also not joined the meeting, we dropped this request as well. I request the fourth registered speaker holder, Mrs. Rekha Mohan Chandiramani to speak at the EGM please.

Sir, she has not jointed.

So as there are no other speaker query shareholders, I go ahead with the proceeding of the meeting. I request the chairperson to continue.

Since there are no further queries, we are proceeding proceeds further. As always, may I once again, on behalf of the Board, thank you for your continued support and encouragement. With these few words, I conclude this meeting. Thank you, everyone. Stay safe and healthy.

Thank you so much.