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Ceat Ltd. — Declaration of Voting Results & Voting Rights Announcements 2021
Sep 16, 2021
61454_rns_2021-09-16_897b86ac-e9a2-4dd5-99e1-20ecd57d1a41.pdf
Declaration of Voting Results & Voting Rights Announcements
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September 16, 2021
Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Security Code: 500878
National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 Symbol: CEATLTD NCD Symbol: CL23, CL25 CP Listed ISIN: INE482A14AI8, INE482A14AJ6, INE482A14AK4, INE482A14AL2, INE482A14AM0, INE482A14AN8
Sub: Disclosure under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) – Voting results and Scrutinizer’s Report for the 62[nd] Annual General Meeting of the Company.
Dear Sir/Madam,
Pursuant to Regulation 44(3) of the SEBI Listing Regulations, and Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, we are submitting herewith the details regarding the voting results of the business transacted at the 62[nd] Annual General Meeting of the Company, in the prescribed format along with the Consolidated report of the Scrutinizer on the remote e-voting and e-voting conducted at the AGM as Annexure A and Annexure B respectively.
All the resolutions at the said AGM have been passed with requisite majority.
The above information is being uploaded on the website of the Company i.e. www.ceat.com and on the website of National Securities Depository Limited i.e. www.evoting.nsdl.com
You are requested to kindly take note of the same and disseminate appropriately.
Thanking you,
Yours faithfully, For CEAT Limited
Vallari Gupte
Company Secretary and Compliance Officer
Encl: As above
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Annexure A
General information about company
| General information about company | General information about company |
|---|---|
| Scripcode | 500878 |
| NSESymbol | CEATLTD |
| MSEI Symbol | NOTLISTED |
| ISIN | INE482A01020 |
| Name of the company | CEAT LIMITED |
| Type of meeting | AGM |
| Date of the meeting /last dayof receipt ofpostal ballot forms(in case of Postal Ballot) | 14-09-2021 |
| Start time of the meeting | 04:30PM |
| End time of the meeting | 05:25PM |
Scrutinizer Details
| Scrutinizer Details | Scrutinizer Details |
|---|---|
| Name of theScrutinizer | Mitesh Dabliwala |
| FirmsName | Parikh&Associates |
| Qualification | CS |
| Membership Number | F8331 |
| Date of Board Meetinginwhich appointed | 05-05-2021 |
| Date of Issuance of Report to the company | 14-09-2021 |
Voting results
| Voting results | Voting results |
|---|---|
| Record date | 07-09-2021 |
| Total number of shareholders on record date | 131816 |
| No.of shareholderspresent in the meetingeither inperson or throughproxy | |
| a)Promoters and Promotergroup | 0 |
| b)Public | 0 |
| No. of shareholders attended the meetingthrough video conferencing | |
| a)Promoters and Promotergroup | 25 |
| b)Public | 51 |
| No. of resolutionpassed in the meeting | 9 |
| Disclosure of notes onvotingresults | Textual Information(1) |
Text Block
| Text Block | Text Block |
|---|---|
| Textual Information(1) | Note 1: Pursuant to Resignation of Mr. Paras K. Chowdhary (DIN: 00076807) with effect from September 3, 2021, Resolution No. 6 of the AGM Notice pertaining to re-appointment of Mr. Paras K Chowdhary as an Independent Director, became inoperative and stands withdrawn. Hence, voting results for the same have not been provided by the Scrutinizer. Note 2: The notice of the AGM proposed 9 Resolutions however Resolution No. 6 becoming inoperative subsequently only 8 valid Resolution have been passed at the AGM. However for the purpose of XBRL reporting all 9 Resolutions have been listed with the specific note provided under the said inoperative Resolution No. 6 Note 3: Total number of shareholders on the record date includes 1 beneficiary account namely CEAT Limited - Unclaimed Securities Suspense Account having 8,529 equity shares, voting rights of such shares have been frozen as per Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Note 4: The votes cast under e-voting at the AGM are clubbed under the heading E-voting in the Report. |
| Resolution(1) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are in the agenda/resolution? |
interested | No | ||||||
| Description | of resolution considered | Adoption of: a.the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon; and b.the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021, together with the Report of the Auditors thereon. |
||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes–in favour |
No. of votes– against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 14923322 | 6539415 | 43.8201 | 6539415 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 14923322 | 6539415 | 43.8201 | 6539415 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 6586472 | 22246 | 0.3378 | 21705 | 541 | 97.5681 | 2.4319 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6586472 | 22246 | 0.3378 | 21705 | 541 | 97.5681 | 2.4319 | |
| Total | 40450092 | 25501959 | 63.0455 | 25501418 | 541 | 99.9979 | 0.0021 | |
| Whether resolution is Pass orNot. | Yes | |||||||
| Disclosure of notes on resolution |
| Resolution(2) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Declaration of Dividend of Rs. 18/- per equity share of face value of Rs. 10/- each for the Financial Year ended March31,2021. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes–in favour |
No. of votes– against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 14923322 | 6723055 | 45.0507 | 6723055 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 14923322 | 6723055 | 45.0507 | 6723055 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 6586472 | 22264 | 0.338 | 21723 | 541 | 97.5701 | 2.4299 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6586472 | 22264 | 0.338 | 21723 | 541 | 97.5701 | 2.4299 | |
| Total | 40450092 | 25685617 | 63.4995 | 25685076 | 541 | 99.9979 | 0.0021 | |
| Whether resolution is Pass orNot. | Yes | |||||||
| Disclosure of notes on resolution |
| Resolution(3) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are in the agenda/resolution? |
interested | No | ||||||
| Description | of resolution considered | Re- appointment of Mr. Arnab Banerjee (DIN: 06559516), as a Director of the Company |
||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes–in favour |
No. of votes– against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 14923322 | 6723055 | 45.0507 | 5081474 | 1641581 | 75.5828 | 24.4172 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 14923322 | 6723055 | 45.0507 | 5081474 | 1641581 | 75.5828 | 24.4172 | |
| Public- Non Institutions |
E-Voting | 6586472 | 22091 | 0.3354 | 20515 | 1576 | 92.8659 | 7.1341 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6586472 | 22091 | 0.3354 | 20515 | 1576 | 92.8659 | 7.1341 | |
| Total | 40450092 | 25685444 | 63.4991 | 24042287 | 1643157 | 93.6028 | 6.3972 | |
| Whether resolution is Pass orNot. | Yes | |||||||
| Disclosure of notes on resolution |
| Resolution(4) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are in the agenda/resolution? |
interested | No | ||||||
| Description | of resolution considered | Ratification of the remuneration payable to Cost Auditors M/s D. C. Dave & Co., Cost Accountants Rs. 3,00,000/- (Rupees Three Lacs only) and reimbursement of out-of-pocket expenses at actual plus applicable taxes, payable to M/s D. C. Dave & Co.,for the Financial Year endingMarch31,2022 |
||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes–in favour |
No. of votes– against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 14923322 | 6723055 | 45.0507 | 6723055 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 14923322 | 6723055 | 45.0507 | 6723055 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 6586472 | 22067 | 0.335 | 21270 | 797 | 96.3883 | 3.6117 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6586472 | 22067 | 0.335 | 21270 | 797 | 96.3883 | 3.6117 | |
| Total | 40450092 | 25685420 | 63.499 | 25684623 | 797 | 99.9969 | 0.0031 | |
| Whether resolution is Pass orNot. | Yes | |||||||
| Disclosure of notes on resolution |
| Resolution(5) | ||||||||
| Resolution required: (Ordinary / Special) | Ordinary | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Appointment of Ms. Priya Nair (DIN: 07119070) as a Non-executive Independent Director of theCompanyto hold office for a term of5 (five)consecutiveyears. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes–in favour |
No. of votes– against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 14923322 | 6723055 | 45.0507 | 6441969 | 281086 | 95.8191 | 4.1809 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 14923322 | 6723055 | 45.0507 | 6441969 | 281086 | 95.8191 | 4.1809 | |
| Public- Non Institutions |
E-Voting | 6586472 | 22080 | 0.3352 | 20544 | 1536 | 93.0435 | 6.9565 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6586472 | 22080 | 0.3352 | 20544 | 1536 | 93.0435 | 6.9565 | |
| Total | 40450092 | 25685433 | 63.4991 | 25402811 | 282622 | 98.8997 | 1.1003 | |
| Whether resolution is Pass orNot. | Yes | |||||||
| Disclosure of notes on resolution |
| Resolution(6) | ||||||||
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Re-appointment of Mr. Paras K. Chowdhary (DIN: 00076807) as a Non-executive Independent Director of the Company to hold office for the second term of 5 (five) consecutiveyears(Inoperative and standswithdrawn) |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes– in favour |
No. of votes– against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 18940298 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 18940298 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Public- Institutions |
E-Voting | 14923322 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 14923322 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Public- Non Institutions |
E-Voting | 6586472 | 0 | 0 | 0 | 0 | 0 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6586472 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total | 40450092 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Whether resolution is Pass orNot. | No | |||||||
| Disclosure of notes on resolution | Textual Information(1) |
Text Block
Textual Information(1) Pursuant to Resignation of Mr. Paras K. Chowdhary (DIN: 00076807) with effect from September 3, 2021, Resolution No. 6 of the AGM Notice pertaining to re-appointment of Mr. Paras K Chowdhary as an Independent Director, had become inoperative and stands withdrawn. Hence, voting results for the same have not been provided by the Scrutinizer.
| Resolution(7) | ||||||||
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are in the agenda/resolution? |
interested | No | ||||||
| Description | of resolution considered | Approval of payment of remuneration to Mr. H. V. Goenka, Non -executive Chairman,for theyear 2020-21 |
||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes–in favour |
No. of votes– against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 14923322 | 10430750 | 69.8956 | 7114174 | 3316576 | 68.2039 | 31.7961 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 14923322 | 10430750 | 69.8956 | 7114174 | 3316576 | 68.2039 | 31.7961 | |
| Public- Non Institutions |
E-Voting | 6586472 | 22142 | 0.3362 | 16161 | 5981 | 72.988 | 27.012 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6586472 | 22142 | 0.3362 | 16161 | 5981 | 72.988 | 27.012 | |
| Total | 40450092 | 29393190 | 72.6653 | 26070633 | 3322557 | 88.6962 | 11.3038 | |
| Whether resolution is Pass orNot. | Yes | |||||||
| Disclosure of notes on resolution |
| Resolution(8) | ||||||||
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Approval for issue of Non-convertible Debentures up to Rs. 500 Crores on private placement basis. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes–in favour |
No. of votes– against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 14923322 | 6723055 | 45.0507 | 6723055 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 14923322 | 6723055 | 45.0507 | 6723055 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 6586472 | 22141 | 0.3362 | 19060 | 3081 | 86.0846 | 13.9154 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6586472 | 22141 | 0.3362 | 19060 | 3081 | 86.0846 | 13.9154 | |
| Total | 40450092 | 25685494 | 63.4992 | 25682413 | 3081 | 99.988 | 0.012 | |
| Whether resolution is Pass orNot. | Yes | |||||||
| Disclosure of notes on resolution |
| Resolution(9) | ||||||||
| Resolution required: (Ordinary / Special) | Special | |||||||
| Whether promoter/promoter group are interested in the agenda/resolution? |
No | |||||||
| Description of resolution considered | Approval to keep the Registers under Section 92 of the Companies Act, 2013, at the office of TSR Darashaw Consultants Private Limited, Registrars and Transfer Agents of theCompany. |
|||||||
| Category | Mode of voting |
No. of shares held |
No. of votes polled |
% of Votes polled on outstanding shares |
No. of votes–in favour |
No. of votes– against |
% of votes in favour on votes polled |
% of Votes against on votes polled |
| (1) | (2) | (3)=[(2)/(1)]*100 | (4) | (5) | (6)=[(4)/(2)]*100 | (7)=[(5)/(2)]*100 | ||
| Promoter and Promoter Group |
E-Voting | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 18940298 | 18940298 | 100 | 18940298 | 0 | 100 | 0 | |
| Public- Institutions |
E-Voting | 14923322 | 6723055 | 45.0507 | 6723055 | 0 | 100 | 0 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 14923322 | 6723055 | 45.0507 | 6723055 | 0 | 100 | 0 | |
| Public- Non Institutions |
E-Voting | 6586472 | 22140 | 0.3361 | 21558 | 582 | 97.3713 | 2.6287 |
| Poll | ||||||||
| Postal Ballot (if applicable) |
||||||||
| Total | 6586472 | 22140 | 0.3361 | 21558 | 582 | 97.3713 | 2.6287 | |
| Total | 40450092 | 25685493 | 63.4992 | 25684911 | 582 | 99.9977 | 0.0023 | |
| Whether resolution is Pass or Not. | Yes | |||||||
| Disclosure of notes on resolution |
Annexure B
PARIKH & ASSOCIATES COMPANY SECRETARIES
Office
111, 11[th ] Floor, Sai-Dwar CHS Ltd Sab TV Lane, Opp. Laxmi Industrial Estate, Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai : 400053 Tel No 26301232 / 26301233 / 26301240 Email: [email protected] [email protected]
To, The Chairman CEAT Limited 463, Dr. Annie Besant Road, Worli, Mumbai – 400 030
Dear Sir,
Sub: Consolidated Scrutinizer’s Report on remote e-voting conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by Companies (Management and Administration) Amendment Rules, 2015 and e-voting during the AGM for the 62[nd] Annual General Meeting of CEAT Limited held on Tuesday, September 14, 2021 at 4.30 p.m. (IST) through video conferencing (‘VC’) / other audio visual means (‘OAVM’).
I, Mitesh Dhabliwala, of Parikh & Associates, Practising Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of CEAT Limited pursuant to Section 108 of the Companies Act, 2013 (“the Act”) read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended, to conduct the remote e- voting process in respect of the below mentioned resolutions proposed at the 62[nd] Annual General Meeting (“AGM”) of CEAT Limited on Tuesday, September 14, 2021 at 4.30 p.m.(IST) through VC/OAVM.
I was also appointed as Scrutinizer to scrutinize the e-voting process during the said AGM.
The notice dated July 21, 2021, convening the AGM, as confirmed by the Company was sent to the shareholders in respect of the below mentioned resolutions proposed to be passed at the AGM of the Company through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, in compliance with the MCA Circular dated May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 and January 13, 2021 (collectively referred to as “MCA Circulars”) and SEBI Circular dated May 12, 2020 and January 15, 2021.
1
Continuation Sheet
The Company had availed the e-voting facility offered by National Securities Depository Limited’s (‘NSDL’) for conducting remote e-voting and e-voting at the AGM by the Shareholders of the Company.
The voting period for remote e-voting commenced on Saturday, September 11, 2021 9:00 a.m. (IST) and ended on Monday, September 13, 2021 5:00 p.m. (IST) and the NSDL e-voting platform was disabled thereafter.
The Company had also provided e-voting facility to the shareholders present at the AGM through VC / OAVM and who had not cast their vote earlier.
The shareholders of the Company holding shares as on the “cut-off” date of Tuesday, September 07, 2021 were entitled to vote on the resolutions as contained in the Notice of the AGM.
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 facilitiy prior to the AGM were unblocked and counted.
I have scrutinized and reviewed the remote e-voting and e-voting during the AGM and votes cast therein based on the data downloaded from the NSDL e-voting system.
The Management of the Company is responsible to ensure compliance with the requirements of the Act and rules relating to remote e-voting and e-voting during the AGM on the resolutions contained in the notice of the AGM.
My responsibility as scrutinizer for the remote e-voting and e-voting during the AGM is restricted to making a Scrutinizer’s Report of the votes cast in favour or against the resolutions.
I now submit my consolidated report as under on the results of the remote e-voting and e-voting during the AGM in respect of the said resolutions.
2
Continuation Sheet
Resolution 1: Ordinary Resolution
To receive, consider and adopt:
-
a. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2021, together with the Reports of the Board of Directors and the Auditors thereon; and
-
b. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2021, together with the Report of the Auditors thereon.
-
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 402 | 2,55,01,418 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 7 | 541 | 0.00 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
3
Continuation Sheet
Resolution 2: Ordinary Resolution
To declare the dividend of Rs. 18/- per equity share of face value of Rs. 10 each paid for the Financial Year ended March 31, 2021.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 406 | 2,56,85,076 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 7 | 541 | 0.00 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
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Continuation Sheet
Resolution 3: Ordinary Resolution
Appointment of a Director in place of Mr. Arnab Baneerjee (DIN: 06559516), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 351 | 2,40,42,287 | 93.60 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 60 | 16,43,157 | 6.40 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
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Continuation Sheet
Resolution 4: Ordinary Resolution
Ratification of remuneration of the Cost Auditor.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 388 | 2,56,84,623 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 21 | 797 | 0.00 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
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Continuation Sheet
Resolution 5: Ordinary Resolution
Appointment of Ms Priya Nair (DIN:07119070) as a Non-executive Independent Director of the Company.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 383 | 2,54,02,811 | 98.90 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 25 | 2,82,622 | 1.10 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
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Continuation Sheet
Resolution 6: Special Resolution
Non-Executive Independent Director of the Company.
September 03, 2021, the resolution for his re-appointment has become inoperative and stands withdrawn. Hence, voting results for the same has not been provided in the report.
Resolution 7: Special Resolution
Payment of commission to Mr. H. V. Goenka, Non-executive Chairman of the Company.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 289 | 2,60,70,633 | 88.70 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 123 | 33,22,557 | 11.30 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
8
Continuation Sheet
Resolution 8: Special Resolution
To offer or invite to subscribe to secured/ unsecured, non-convertible debentures / bonds or such other securities (‘debt securities’) through private placement basis.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 391 | 2,56,82,413 | 99.99 |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 19 | 3,081 | 0.01 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
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Continuation Sheet
Resolution 9: Special Resolution
To keep the Registers and Indexes of Members and Debenture Holders and copies of all Annual Returns together with the copies of certificates and documents required to be annexed thereto or any other documents as may be required at a place other than the Registered Office of the Company.
(i) Voted in favour of the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 398 | 2,56,84,911 | 100.00 (Rounded Off) |
(ii) Voted against the resolution:
| Number of members voted |
Number of valid votes cast by them |
% of total number of valid votes cast |
|---|---|---|
| 11 | 582 | 0.00 |
(iii) Invalid votes:
| Number of members whose votes were declared invalid |
Number of invalid votes cast by them |
|---|---|
| NIL | NIL |
Thanking you, Yours faithfully,
MITESH DHABLIWALA Mitesh Dhabliwala
Digitally signed by MITESH DHABLIWALA DN: c=IN, o=Personal, postalCode=400056, st=Maharashtra, 2.5.4.20=93dfe8136c49c0a2dd48dd81e0a324bccdda8397ae0020 5ac7cb12d6b568b7f9, pseudonym=222A764E922364ED9DF23475021F08E0E28C6DAC, serialNumber=276A7AE95C804FA7001EBCF53A8EDC03272635D E80558851E40027F5756775FA, cn=MITESH DHABLIWALA Date: 2021.09.14 18:36:13 +05'30'
Parikh & Associates Practising Company Secretaries FCS: 8331 CP No.: 9511 111,11th Floor, Sai Dwar CHS Ltd Sab TV Lane, Opp. Laxmi Indl. Estate, Off Link Road, Above Shabari Restaurant, Andheri West, Mumbai – 400053
Place: Mumbai Dated: September 14, 2021.
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