EGM 2021

Feb 10, 2021

Dear shareholders, I welcome all the members to the extraordinary general meeting of the company. This meeting is being held through VC OAVM on the platform provided by NSDR in compliance with the circulars issued by MCA and SEBI in this regard. Before starting the proceedings of the meeting, I would like to inform the members about the modalities for participation or process to be followed by attending this meeting. The facility of participation in the EGM through VC or OABM have been have been made available to the members on first come first serve basis. Members participating in the meeting can post questions or feedback through question box option during the meeting. The questions received may be taken up towards the end of the meeting. At this meeting is held through VC OAVM, the provisions relating to appointment of proxy is not applicable. Requisite arrangements have been made through e voting services provided by NSGN to enable its member to exercise their right to vote on chairman election and resolution set forth in the EGM notice. Mr. Shash Pratapian, practicing company secretary membership number F8621 and CP number 9515 has been appointed as the scrutinizer for the e voting during the EGM and remote e voting process. The result of the e voting on the resolution set forth in the EGM notice along with the report of the scrutinizer shall be made available on the website of the company under the Head of Investors Relation and also on the website of NSCL and Stock Exchanges, NSE and PSC. Today, we have with us Mr. Dinesh Shandra Agarwal, Managing Director and CEO Mr. Pajesh Kumar Agarwal, Whole Time Director Mr. Vivek Narayan Gaur, Independent Director and Chairman of the Audit Committee and Stakeholders Relationship Committee Ms. Elizabeth Lucy Chapman, Independent Director and Chairperson of the Nomination and Memorization Committee Mr. Dhruv Prakash, Non Executive Director Mr. Rajeev Sahaani, Independent Director and Mr. Pradeep Chandra, CFO of the company present through video conferencing. Apart from the above, Ms. Kanika Kohli, representative of BSR Company, LLP statutory auditors and Devesh Vasis, representative of Sanjay Grover and associate secretarial auditors are also present through video conferencing. As there is no designated Chairman of the Board, the members present are required to elect the Chairman of the EGM from among the nominated directors through e voting in compliance with the requirement of the circular issued by MCA. Mr. Vivek Narayan Gaur and Mr. Dhruv Prakash are being nominated by the other directors present for being elected as the chairman of the meeting. The instructions for election of chairman through e voting are shared on the screen. Members are requested to follow these instructions and cast their vote. The window for voting on election of chairman is now open and would be closed at 11:15AM. You may now cast your votes for the same. The company is in receipt of two corporate representations along with board resolution authorizing the person's concern to attend and vote at the meeting on behalf of the respective entities representing 48,621 equity shares constituting 0.17% of beta equity share capital of the company as on the date cutoff date that is 02/03/2021. Now the meeting is adjourned for enabling the members to cast their vote for election of chairman of this meeting and shall be resumed at 11:20AM. Sorry. I once again extend a warm welcome to all the members of the meeting. As for the poll results, mister Vivek Narayan Gaur has been elected as the chairman of this meeting. Now I request chairman to preside over the chair and carry out the proceedings of this meeting. I have immense pleasure in welcoming you all to the twenty sixth Extraordinary Dental Body Meeting of the company. The requisite quorum being present, I call this meeting to order. Notice of the EGM has already been circulated to all members through email and the same is now available on the company website. I now take notice of the EGM as read. All members of the company present at the EGM who were eligible and could not exercise their right to vote during the remote e voting period can exercise their vote now through the e voting platform of NSDL by logging on to https.//www.evoting.nsdl.com. Window for e voting is now open and the same would close at 11:45AM. Members need to follow the instructions mentioned in the notice of the meeting. And in case of any difficulties, you may connect on the helpline numbers which are given therein. The following resolutions are proposed to be passed in this meeting. First, to approve fundraising activities and issuance of securities by the company. Second, approval for increase in authorized share capital and consequent alteration of the Memorandum of Association. Third, approval for reclassification of authorized share capital and consequent alteration to the Memorandum of Association. It is now time to take questions from the members. The first question which has come up is as follows. What is the purpose of the proposed fundraise? Which are the areas of business the company is targeting for the acquisitions and the time horizon in which the set amount will be deployed. I will request the Managing Director, Sheree Dinesh Agarwal to answer this question. Dinesh D. The purpose of the fundraise is to include invest organically and inorganically in the growth areas, of, strategic, business adjacency where we feel that we can add more value to the entire b two b ecosystem, including enablement of commerce and enablement of businesses for small and medium businesses. And the time horizon that we are thinking is depending upon the plan that we have made. We believe that about two years of the time horizon for deployment of this fund should be okay. Thank you, Dinesh. There's a second question which I can see on my screen and it is as follows. The company is already sitting on adequate cash and cash equivalents in the balance sheet. So why is there a need to raise such huge cash right now? I'll once again direct this question to the Managing Director and CEO, Shreedanesh Agarwal. See, as on 12/31/2020, the company has 1,143 crores of cash and investment and the deferred revenue of 633 crores. As the deferred revenue represents advances from customers and is a liability, they should not be considered as a free cash reserve for making long term term investments. This leaves us with remaining cash reserve of around 500 crores. And some talents cash balance needs to be reserved for the company needs. And considering the size of our company and potential opportunity, we believe the fundraise of approximately 1,100 crore may be needed to fund our growth for the next two, three years. Thank you, Dinesh. There are a lot of questions being received, and we would collate all unanswered questions and respond to them individually within the next seven days from this meeting. Ladies and gentlemen, there being no other business to transact, I hereby conclude the extraordinary general body meeting of the company and thank all of you for your participation and dignified presence. Thank you.