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B & A Ltd. Regulatory Filings 2020

Sep 29, 2020

61477_rns_2020-09-29_0e83905e-6047-497a-ba95-ec410ed437f4.pdf

Regulatory Filings

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B &A Limited

Corporate Office • 13 Par< Street 9th Floo,. Kol>.a,a ,700 016 Phnor. l265•7389 2229-5008.2217• 6815,2227-2131 Fa, 033· 2265 -1388. E-mail : cantacl@barooahs.,n WebsHe · WWW barooahs.com. C,N · L01132AS1915PLC000200

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B&A/KOL/OOC/ 377 29 th September, 2020

To,

The General Manager, The Department of Corporate Services, BSE Limited, P.J. Towers, Dalal Street, Mumbai-400001.

Dear Sir,

Sub: Proceeding of Annual General Meeting (AGMJ for the financial year ended 31" March 2020 and Scrutinizer's report

Please find enclosed the followings:

  • 1) Summary of the proceedings of the AGM of the Company held on Tuesday, 29•• September 2020 through VC/OAVM mode • Annexure • I

  • 2) Consolidated Scrutinizer Report dated 29th September, 2020 JJO remote e-voti�and voti� duri�AGM submitted by Mr. Tarun Chatterjee, Advocate, appointed as Scrutinizer of the AGM -Annexure II.

This is for your information and records.

Thanking you. Yours faithfully ForBA Limited · . I> � 0. Chowdhury Company Secretary

Encl: As above

2

3

4

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CONSOLIDATED SCRUTINIZER’S REPORT

[Pursuant to Regulation 44(3) of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

The Chairman B&A Limited (CIN:L01132AS1915PLC000200) Registered Office: ‘Indu Bhawan’ Mahatma Gandhi Road, Jorhat, Assam – 785 001

Sir,

  1. I, Tarun Chatterjee, Advocate, has been appointed by the Board of Directors of B&A Limited, (herein after referred as the Company) at its meeting held on 12[th] August 2020, as the Scrutinizer to scrutinize the remote e-Voting and electronic voting during Annual General Meeting ( AGM ) of the Company held through Video Conferencing (VC) / Other Audio Video Means (OAVM) on 29[th] September 2020, in a fair and transparent manner as per the provisions of Section 108 of the Companies Act, 2013 read with Rules 20 and 21 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Rules, 2015 and Secretarial Standards on General Meetings , on the resolutions contained in the Notice dated 12[th] August 2020 of the AGM of the members of the Company.

  2. The Company had provided remote e-voting facility for its members as per the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 which remained open from Saturday, 26[th] September 2020 (10:00 A.M IST) to Monday, 28[th] September 2020 (17:00 P.M IST).

  3. The Company had also provided e-voting facility to vote during the AGM for the members who attended the meeting through VC/OAVM and had not vote through remote e-voting, to cast their vote during the AGM.

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Page 5

  1. After the closure of e-voting at the AGM, the report on voting done during the AGM and the votes cast under remote e-voting facility were unblocked on 29[th] September 2020 at 12:26 P.M. and were counted.

  2. I have scrutinized and reviewed the remote e-voting prior and e-voting during the AGM and votes cast therein based on the data downloaded from the CDSL e-voting system.

  3. The Management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules thereto relating to remote e-voting and voting through electronic voting system during the AGM held on the resolutions contained in the Notice dated 12[th] August 2020 of the AGM of the members of the Company.

My responsibility as a Scrutinizer of remote e-voting and e-voting during the AGM is limited to prepare and submit the Scrutinizer’s report of the votes casted “in favour” or “against” the resolutions by the members of the Company.

7. I do hereby submit the Consolidated Report of vote casted through electronic voting system during the meeting and on remote e-voting on the resolutions contained in the Notice dated 12[th] August 2020 of AGM.

Date of the AGM 29-09-2020
Total number of shareholders on record date 2534
No. of Shareholders present in the meeting either in person or
through proxy:
Promoters and Promoter Group:
Public:		 NOT APPLICABLE
No. of Shareholders attended the meeting through video
Conferencing:
Promoters and Promoter Group
Public		 5
32

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Page 6

ORDINARY BUSINESS

  • Item No. 1: Adoption of Financial Statements for the year ended 31[st] March 2020 Ordinary Resolution

  • (a) “ RESOLVED THAT the audited financial statement of the company for the financial year ended 31[st] March 2020 and reports of Board of the Directors and Auditors thereon laid before the meeting, be and are hereby considered and adopted.”

  • (b) “RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended 31[st] March 2020 and the report of the Auditors thereon laid before the meeting, be and are hereby considered and adopted.”

Resolution Required: Resolution Required: Resolution Required: Ordinary Resolution Ordinary Resolution Ordinary Resolution
Whether promoter/promoter group
resolution		 are interested in the No
Category Mode of
Voting		 No.
of
Shares
held
(1)		 No.
of
Votes
Polled
(2)		 %
of
Votes
Polled
on
outstan
ding
shares
(3)=[(2)/
(1)]* 100		 No.
of
Votes- in
favour
(4)		 No. of
Votes-
against
(5)		 % of Votes
in favour on
votes polled
(6)=[(4)/(2)]
100*		 %
of
Votes
against on
votes
polled
(7)=[(5)/(2)
]*100
Promoter
and
Promoter
Group		 E-Voting 1833594 970897 52.9505 654697 316200* 67.4322 32.5678
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1833594 970897 52.9505 654697 316200 67.4322 32.5678
Public-
Institution		 E-Voting 200 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 200 0 0 0 0 0 0
Public-
Non
Institution		 E-Voting 1266206 17229 1.3607 17229 0 100 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1266206 17229 1.3607 17229 0 100 0
Total 3100000 988126 31.875 671926 316200 68 32

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Page 7

  • Item No. 2: To re-appoint Mr. Bhramar Kumar Mahanta, who retires by rotation and being eligible, offers himself for re-appointment as a Director

  • Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act’ 2013, Mr. Bhramar Kumar Mahanta (DIN 02705485), who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby reappointed as Director of the Company, liable to retire by rotation.”

Resolution Required: Resolution Required: Resolution Required: Ordinary Resolution Ordinary Resolution Ordinary Resolution
Whether promoter/promoter group
resolution		 are interested in the No
Category Mode of
Voting		 No.
of
Shares
held
(1)		 No.
of
Votes
Polled
(2)		 %
of
Votes
Polled
on
outstan
ding
shares
(3)=[(2)/
(1)]* 100		 No.
of
Votes- in
favour
(4)		 No. of
Votes-
against
(5)		 % of Votes
in favour on
votes polled
(6)=[(4)/(2)]
100*		 %
of
Votes
against on
votes
polled
(7)=[(5)/(2)
]*100
Promoter
and
Promoter
Group		 E-Voting 1833594 970897 52.9505 654697 316200* 67.4322 32.5678
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1833594 970897 52.9505 654697 316200 67.4322 32.5678
Public-
Institution		 E-Voting 200 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 200 0 0 0 0 0 0
Public-
Non
Institution		 E-Voting 1266206 17229 1.3607 17229 0 100 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1266206 17229 1.3607 17229 0 100 0
Total 3100000 988126 31.875 671926 316200 68 32

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Page 8

  • Item No. 3: To re-appoint Mrs. Anuradha Farley, who retires by rotation and being eligible, offers herself for re-appointment as a Director

  • Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act’ 2013, Mrs. Anuradha Farley (DIN 06699021), who retires by rotation at this meeting and being eligible has offered herself for re-appointment, be and is hereby re-appointed as Director of the Company, liable to retire by rotation.”

Resolution Required: Resolution Required: Resolution Required: Ordinary Resolution Ordinary Resolution Ordinary Resolution
Whether promoter/promoter group
resolution		 are interested in the No
Category Mode of
Voting		 No.
of
Shares
held
(1)		 No.
of
Votes
Polled
(2)		 %
of
Votes
Polled
on
outstan
ding
shares
(3)=[(2)/
(1)]* 100		 No.
of
Votes- in
favour
(4)		 No. of
Votes-
against
(5)		 % of Votes
in favour on
votes polled
(6)=[(4)/(2)]
100*		 %
of
Votes
against on
votes
polled
(7)=[(5)/(2)
]*100
Promoter
and
Promoter
Group		 E-Voting 1833594 970897 52.9505 654697 316200* 67.4322 32.5678
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1833594 970897 52.9505 654697 316200 67.4322 32.5678
Public-
Institution		 E-Voting 200 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 200 0 0 0 0 0 0
Public-
Non
Institution		 E-Voting 1266206 17229 1.3607 17229 0 100 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1266206 17229 1.3607 17229 0 100 0
Total 3100000 988126 31.875 671926 316200 68 32

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Page 9

Item No. 4: To appoint Statutory Auditors and fix their remuneration Ordinary Resolution

“ RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions if any of the Companies Act’ 2013 read with Companies (Audit and Auditors) Rules 2014 [including any statutory modification (s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], M/s Ghosal, Basu & Ray, Chartered Accountants (Registration No. 315080E) the retiring Statutory Auditors of the Company, be and is hereby re-appointed to hold office of the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of sixth Annual General Meeting where this Annual General Meeting be counted as the first Annual General Meeting, and they be paid such remuneration as shall be fixed by the Board of Directors of the Company for conducting the Statutory Audit of the Company for the financial year ending 31[st] March 2021.”

Resolution Required: Resolution Required: Resolution Required: Ordinary Resolution Ordinary Resolution Ordinary Resolution
Whether promoter/promoter group
resolution		 are interested in the No
Category Mode of
Voting		 No.
of
Shares
held
(1)		 No.
of
Votes
Polled
(2)		 %
of
Votes
Polled
on
outstan
ding
shares
(3)=[(2)/
(1)]* 100		 No.
of
Votes- in
favour
(4)		 No. of
Votes-
against
(5)		 % of Votes
in favour on
votes polled
(6)=[(4)/(2)]
100*		 %
of
Votes
against on
votes
polled
(7)=[(5)/(2)
]*100
Promoter
and
Promoter
Group		 E-Voting 1833594 970897 52.9505 654697 316200* 67.4322 32.5678
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1833594 970897 52.9505 654697 316200 67.4322 32.5678
Public-
Institution		 E-Voting 200 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 200 0 0 0 0 0 0
Public-
Non
Institution		 E-Voting 1266206 17229 1.3607 17229 0 100 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1266206 17229 1.3607 17229 0 100 0
Total 3100000 988126 31.875 671926 316200 68 32

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Page 10

SPECIAL BUSINESS

Item No. 5: To ratify the remuneration of Cost Auditors for the financial year ending 31st March 2021 Ordinary Resolution

“ RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act’ 2013 [(including any statutory modification (s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force)], the remuneration, as approved by the Board of Directors and set out in the Explanatory Statement attached with the Notice, to be paid to M/s. Mou Banerjee & Co., Cost Accountants, (Registration No. 00266) the Cost Auditors of the Company appointed by the Board of Directors of the Company, to conduct the audit of cost records of the Company for the financial year ending 31[st] March 2021 be and is hereby ratified.”

Resolution Required: Resolution Required: Resolution Required: Ordinary Resolution Ordinary Resolution Ordinary Resolution
Whether promoter/promoter group
resolution		 are interested in the No
Category Mode of
Voting		 No.
of
Shares
held
(1)		 No.
of
Votes
Polled
(2)		 %
of
Votes
Polled
on
outstan
ding
shares
(3)=[(2)/
(1)]* 100		 No.
of
Votes- in
favour
(4)		 No. of
Votes-
against
(5)		 % of Votes
in favour on
votes polled
(6)=[(4)/(2)]
100*		 %
of
Votes
against on
votes
polled
(7)=[(5)/(2)
]*100
Promoter
and
Promoter
Group		 E-Voting 1833594 970897 52.9505 654697 316200* 67.4322 32.5678
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1833594 970897 52.9505 654697 316200 67.4322 32.5678
Public-
Institution		 E-Voting 200 0 0 0 0 0 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 200 0 0 0 0 0 0
Public-
Non
Institution		 E-Voting 1266206 17229 1.3607 17229 0 100 0
Poll 0 0 0 0 0 0
Postal
Ballot (if
applicabl
e)		 0 0 0 0 0 0
Total 1266206 17229 1.3607 17229 0 100 0
Total 3100000 988126 31.875 671926 316200 68 32

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Page 11

*** Note : In view of an order passed by the Hon'ble Supreme Court of India on March 28, 2016, as forwarded by the Company all rights of votes casted by one shareholder by electronic means with respect to 2,21,230 equity shares in the Company shall abide by the final outcome of a suit pending before learned Jorhat Court.**

A compact Disc (CD) containing list of equity shareholders who vote “FOR” and “AGAINST” for each resolution is submitted with the report.

Thanking you,

Yours faithfully

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Tarun Chatterjee - Advocate

Place: Kolkata Date: 29-09-2020

Page 12

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