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G R Infraprojects Limited AGM Information 2021
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AGM Information
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G R INFRAPROJECTS LIMITED
(Formerly known as G.R. Agarwal Bu ilders and Developers Limited) CIN : U45201GJ1995PLC098652
27th September 2021
BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai -400001 Mumbai -400051 Scrip Code: 543317 Symbol: GRINFRA
National Stock Exchange of India Limited Exchange Plaza, Plot No. C-1 G Block, Bandra-Kurla Comp lex, Bandra(E)
Sub: Proceedings of 25th Annual General Meeting of G R lnfraprojects Limited held on Monday, 27th September 2021 pursuant to Regulation 30 and Regulation 44(3) of the SEBI (Listing Obligation and Disclosure Requirements), Regulation, 2015 ("SEBI Listing Regulations").
This is to inform that the 25th Annual General Meeting ("AGM") of the members of G R lnfraprojects Limited ("the Company") was held on 27th September 2021 at 3:00 PM (IST) through Video Conferencing ("VC") /Other Audio-Visual Means ("OAVM") in compliance with applicable provisions of the Companies Act, 2013, SEBI Listing Regulations and in accordance with Circulars issued by Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India ("SEBI"}.
Further, in accordance with Regulation 30 and Regulation 44(3) ofthe SEBI Listing Regulations, and Rule 20 of the Companies (Management and Administration) Rules, 2014, we are enclosing herewith, the following annexures:
- a) Summary of proceedings of the AGM of the Company, pursuant to Regulation 30 read with Para A of Part A of Schedule Ill of the SEBI Listing Regulations: Annexure-1.
- b) Voting Results of the business transacted at the AGM pursuant to Regulation 44(3) ofthe SEBI Listing Regulations 2015, in the format prescribed pursuant to SEBI Circular No. CIR/CFD/CMD/8/2015, dated 4th November 2015: Annexure-2
- c) Consolidated Report of the Scrutinizer dated 27th September 2021 pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014: Annexure-3
The Voting Results along with the Scrutinizer's Report are also being made available on the website of the Company viz. https://www.grinfra.com and on the website of the Kfin Technologies Private Limited at https://evoting.kfintech.com/. The AGM was concluded at 3:45 PM (IST)
We request you to kindly take the above information on your records.
Thanking you,
Enclosed: As above.
CORPORATE OFFICE : 2nd Floor, Novus Tower Plot No. 18, Sector-18 Gurugram, Haryana-122015, India Ph. : +91-124-6435000
HEAD OFFICE : GR House, Hiran Magri, Sector-11 Udaipur, Rajasthan-313002, India Ph.: +91-294-2487370, 2483033 REGISTERED OFFICE :
Revenue Block No. 223 Old Survey No. 384/1, 384/2, Paiki and 384/3, Khata No. 464, Kochariya Ahmedabad, Gujarat-382220, India
Annexure-1
Proceedings of the 25thAnnual General Meeting of G R Infra projects Limited
1. Date, Time and Venue of the Meeting:
The 25th Annual General Meeting {AGM) of the Company was held on Monday, 27th September 2021at3:00 P.M. (IST) through Video Conferencing {"VC") I Other Audio-Visual Means {"OAVM"). The deemed venue for the AGM was the registered office situated at Revenue Block No. 223, Old Survey No. 384/1, 384/2 Paiki and 384/3, Khata No. 464, Kochariya, Ahmedabad -382220.
2. Proceedings in brief:
- i. The Company Secretary informed that in view of the continuing COVID-19 pandemic, and to ensure social distancing norms, the 25th Annual General Meeting of the Company was convened through Video Conferencing or Other Audio-Visual Means, in accordance with various circulars issued by the Ministry of Corporate Affairs ("MCA") and the Securities and Exchange Board of India {"SEBI") in this regard and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations 2015. He welcomed all the members and introduced all the Directors present at the meeting, particularly confirming the presence of Chairman of Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. He further informed that representatives of Statutory Auditors i.e. BSR & Co. LLP and Secretarial Auditor and Scrutinizer i.e. Ronak Jhuthawat & Co. Company Secretaries were also attending the meeting.
- ii. The Company Secretary informed that all the Statutory Registers were available for inspection electronically.
- iii. Fifty-eight members attended the AGM through Video Conferencing or Other Audio-Visual , Means. The Company Secretary confirmed the presence of requisite quorum and requested Mr. Vi nod Kumar Agarwal, Chairman, to formally announce the commencement of proceedings and address the Shareholders.
- iv. Mr. Vined Kumar Agarwal, Chairman presided over the meeting and welcomed all the Members and after ascertaining the quorum called the meeting to order at 3:00 PM.
- v. The Chairman then addressed the Members highlighting inter-alia the financial performance of the Company for the financial year 2020-21, projects won and status of order book position, industry overview, future outlook etc.
- vi. The Notice of the 25th AGM was taken as read.
- vii. The independent auditor's reports on the Company's consolidated and standalone financial statements for the financial year 2020-21 were unqualified and hence were not read out at the meeting.
- viii. Company Secretary informed the members that M/s. Ronak Jhuthawat & Co., Practicing Company Secretary, was appointed as the scrutinizer for the purpose of scrutinizing theevoting at the Meeting and remote e-voting process. Necessary instructions regarding evoting were also communicated to the members.
- ix. Members were also given the opportunity to ask questions and seek clarifications. The members raised queries, sought clarifications and gave their suggestions. The management provided necessary clarifications and addressed all the queries raised by the members.
3. Voting by members:
The Company had provided remote e-voting facility to its members to cast votes electronically, for all the 8 items of business set out in the notice from 24th September 2021 (9 :00 AM) to 25th September 2021 (5:00 PM). Further, the facility for e-voting was m available to the members
() t.C S( ~ ~ ~ m 0
who were present at the Meeting and had not casted their votes by remote e-voting. Voting was conducted by e-voting on all the resolutions as set out in the AGM Notice. All the e-voting instructions were clearly stated in the AGM Notice. The Meeting concluded with a Vote of thanks at 3:45 PM after being open for 15 minutes from the time of closure of the meeting fore-voting. After the completion of the AGM, M/s. Ronak Jhuthawat & Co., Practicing Company Secretaries ("the Scrutinizer") unblocked the votes casted through remote e-voting and e-voting at AGM and submitted their report. Based on the Report issued by the Scrutinizer, all the Resolutions as set out in the Notice of the 25th AGM were passed with requisite majority as given below:
Ordinary Business
- a) To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2021 together with the Report of Auditors and Directors thereon.
- b) To appoint a Director in place of Mr. Vined Kumar Agarwal (DIN: 00182893) who retires by rotation and being eligible, offers himself for reappointment.
- c) To appoint a Director in place of Mr. Ajendra Kumar Agarwal (DIN: 01147897) who retires by rotation and being eligible, offers himself for reappointment.
- d) To appoint S R B C & CO LLP as Statutory Auditors of the Company and to fix their remuneration.
Special Business:
- e) Ordinary Resolution: Ratification of Remuneration of Cost Auditor of the Company for Financial Year 2020-21.
- f) Ordinary Resolution: Ratification of Remuneration of Cost Auditor of the Company for Financial Year 2021-22
- g) Special Resolution: Appointment of Mr. Desh Raj Dogra (DIN: 00226775) as an Independent Director of the Company.
- h) Special Resolution: To approve G R lnfraprojects Limited Employees Stock Option Scheme - 2021.
4. Statutory Confirmation:
All compliance of the Act and Secretarial Standards with respect to calling, convening and conducting the Annual General Meeting were complied with.
| Annexure-2 | ||||||
|---|---|---|---|---|---|---|
| Details of Voting Results- | ||||||
| Date of the AGM | Annual General MeetingMonday, 27th September 2021 | |||||
| Total number of shareholders on record date | As of cut-off date i.e. 20th September 202185,902 Shareholders | |||||
| 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 ConferencingPromoters and Promoter Group: 19Public: 39 | 58 |
| G R INFRAPROJECTS LIMITED | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution (1) | |||||||||||
| Resolution required: (Ordinary/ Special) | ORDINARY RESOLUTION | ||||||||||
| the agenda/ resolution? | Whether promoter/ promoter group are interested in | NO | |||||||||
| 1. To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2021 togetherwith the Report of Auditors and Directors thereon. | |||||||||||
| Category | Mode of Voting | ofNo.sharesheld(1) | ofNo.votespolled(2) | of Votes%Polled onoutstandingshares(3)=((2)/(1))* 100 | ofNo.-Votesin favour(4) | ofNo.Votes-against(5) | of Votesin%favour on votespolled(6)=[(4)/(2)]*100 | % of Votes againston votes polled(7)=[(5)/(2))*100 | |||
| Promoter | E-Voting | 7 34 99 736 | 87.8401 | 7 34 99 736 | 0 | 100.0000 | 0.0000 | ||||
| and | Poll | 16,000 | 0.0191 | 16,000 | 0 | 100.0000 | 0.0000 | ||||
| Promoter | Postal Ballot (if applicable) | 8,36, 74,432 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Group | Total | 7,35,15, 736 | 87.8592 | 7,35,15,736 | 0 | 100.0000 | 0.0000 | ||||
| Public- | E-Votlng | 81,93,924 | 85.3612 | 81,93,924 | 0 | 100.0000 | 0.0000 | ||||
| Institutions | Poll | 95,99,120 | 0 | o.nnnn | 0 | 0 | o.nnno | 0.0000 | |||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Total | 81,93,924 | 85.3612 | 81,93,924 | 0 | 100.0000 | 0.0000 | |||||
| Public- | E-Voting | 11 711 | 0.3429 | 11483 | 228 | 98.0531 | 1.9468 | ||||
| Non | Poll | 34,15,458 | 3 640 | 0.1066 | 3 640 | 0 | 100.0000 | 0.0000 | |||
| Institutions | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Total | 15,351 | 0.4495 | 15,123 | 228 | 98.5148 | 1.4852 | |||||
| 9 66,89 010rrotal | 817 25,011 | 8,17 24 783 | 99.9997 | 0.0003 |
| G R INFRAPROJECTS LIMITED | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution (2) | |||||||||||
| Resolution required: (Ordinary/ Special) | ORDINARY RESOLUTION | ||||||||||
| the agenda/resolution? | Whether promoter/ promoter group are interested in | ~ES | |||||||||
| 2. To appoint a Director in place of Mr. Vinod Kumar Agarwal (DIN: 00182893) who retires by rotation and being eligible, offers himself for reappointment. | |||||||||||
| Mode of VotingCategory | ofNo.shares held(1) | ofNo.votespolled(2) | of Votes%Polled onoutstandingshares(3)=[(2)/(1)]*100 | ofNo.-inVotesfavour(4) | No.ofVotes-t(5) | of Votes%infavour onagains votes polled(6)=[(4)/(2)]*100 | % of Votes againston votes polled(7)=[(5)/(2))*100 | ||||
| Promoter | E-Voting | 5 22,70 744 | 62.4692 | 4 73 29 232 | 0 | 100.0000 | 0.0000 | ||||
| and | Poll | 16,000 | 0.0191 | 16,000 | 0 | 100.0000 | 0.0000 | ||||
| Promoter | Postal Ballot (if applicable) | 8,36, 74,432 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Group | Total | 5,22,86, 744 | 62.4883 | 4,73,45,232 | 0 | 90.5492 | 0.0000 | ||||
| Public- | E-Voting | 95,99,120 | 8193 924 | 85.3612 | 8193 924 | 0 | 100.0000 | 0.0000 | |||
| Institutions | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Total | 8193 924 | 85.3612 | 8193 924 | 0 | 100.0000 | 0.0000 | |||||
| Public- | E-Voting | 34,15,458 | 11728 | 0.3434 | 7 729 | 3 999 | 65.9021 | 34.0978 | |||
| Non | Poll | 3 640 | 0.1066 | 3 640 | 0 | 100.0000 | 0.0000 | ||||
| Institutions | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Total | 15 368 | 0.4500 | 11369 | 3 999 | 73.9784 | 26.0216 | |||||
| !Total | 9 66,89 010 | 6,04,96,036 | 62.5676 | 5,55,50 525 | 3,999 | 91.8251 | 0.0066 | ||||
| Result: carried bv reauisite maioritv | |||||||||||
| There were 4941512 invalid votes under the oromoter categorv. |
| Resolution (3) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution required: (Ordinary/ Special) | ORDINARY RESOLUTION | ||||||||||
| the agenda/ resolution? | Whether promoter/ promoter group are interested in | YES | |||||||||
| 3. To appoint a Director in place of Mr. Ajendra Kumar Agarwal (DIN: 01147897) who retires by rotation and being eligible, offers himself for reappointment. | |||||||||||
| Category | Mode of Voting | ofNo.sharesheld(1) | ofNo.votespolled(2) | of Votes%Polled onoutstandingshares(3)=((2)/(1))* 100 | ofNo.-Votesin favour(4) | ofNo.Votes-against(5) | of Votesin%favour on votespolled(6)=[(4)/(2)]*100 | % of Votes againston votes polled(7)=((5)/(2))* 100 | |||
| Promoter | E-Voting | 5 53 42 744 | 66.1406 | 5 04 01 232 | 0 | 100.0000 | 0.0000 | ||||
| and | Poll | 16,000 | 0.0191 | 16 000 | 0 | 100.0000 | 0.0000 | ||||
| Promoter | Postal Ballot (if applicable) | 8,36, 74,432 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Group | Total | 5,53,58, 744 | 66.1597 | 5,04,17,232 | 0 | 91.0737 | 0.0000 | ||||
| Public- | E-Voting | 95,99,120 | 8193 924 | 85.3612 | 81,93,924 | 0 | 100.0000 | 0.0000 | |||
| Institutions | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Total | 81,93 924 | 85.3612 | 8193 924 | 0 | 100.0000 | 0.0000 | |||||
| Public- | E-Voting | 34,15,458 | 11,718 | 0.3431 | 11,459 | 259 | 97.7897 | 2.2102 | |||
| Non | Poll | 3,640 | 0.1066 | 3 640 | 0 | 100.0000 | 0.0000 | ||||
| Institutions | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Total | 15 358 | 0.4497 | 15 099 | 259 | 98.3136 | 1.6864 | |||||
| !Total9,66,89,010 6,35,68,026 | 65.7448 | 5,86,26,255 | 259 | 92.2260 | 0.0004 |
There were 4941512 invalid votes under t he promoter category.
| G R INFRAPROJECTS LIMITED | ||||||||
|---|---|---|---|---|---|---|---|---|
| Resolution (4) | ||||||||
| Resolution required: {Ordinary/ Special) | ORDINARY RESOLUTION | |||||||
| the agenda/resolution? | Whether promoter/ promoter group are interested in | NO | ||||||
| 4. To appoint S R B C & CO LLP as Statutory Auditors of the Company and to fix their remuneration. | ||||||||
| Category | Mode of Voting | ofNo.sharesheld(1) | No.ofvotespolled{2) | %of VotesPolled onoutstandingshares(3)=[{2)/(1)]* 100 | ofNo.-Votesin favour(4) | No.ofVotes-against(5) | of Votes%infavour on votespolled. (6)=[{4)/(2)]*100 | % of Votes againston votes polled{7)=[{5)/(2)]*100 |
| Promoter | E-Voting | 7 34 99 736 | 87.8401 | 7 34 99,736 | 0 | 100.0000 | 0.0000 | |
| and | Poll | 8,36,74,432 | 16 000 | 0.0191 | 16 000 | 0 | 100.0000 | 0.0000 |
| Promoter | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Group | Total | 7,35,15,736 | 87.8592 | 7,35,15,736 | 0 | 100.0000 | 0.0000 | |
| Public- | E-Voting | 95,99,120 | 81,93,924 | 85.3612 | 8193,924 | 0 | 100.0000 | 0.0000 |
| Institutions | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Postal Ballot {if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||
| Total | 81,93,924 | 85.3612 | 81,93,924 | 0 | 100.0000 | 0.0000 | ||
| Public- | E-Voting | 34,15,458 | 11,722 | 0.3432 | 11,485 | 237 | 97.9781 | 2.0218 |
| Non | Poll | 3,640 | 0.1066 | 3 640 | 0 | 100.0000 | 0.0000 | |
| Institutions | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |
| Total | 15 362 | 0.4498 | 15,125 | 237 | 98.4572 | 1.5428 | ||
| rrotal | 9,66,89,010 8,17,25,022 | 84.5236 | 8,17,24,785 | 237 | 99.9997 | 0.0003 | ||
| Result: ca | rried by requisite majority |
rrhere were no invalid votes under any of th e above category.
| G R INFRAPROJECTS LIMITED | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution (5) | |||||||||||
| Resolution required | : (Ordinary/ Special) | ORDINARY RESOLUTION | |||||||||
| the agenda/resolution? | Whether promoter/ promoter group are interested in | NO | |||||||||
| 5. | Ratification of Remuneration of Cost Auditor of the Company for Financial Year 2020-21. | ||||||||||
| Category | Mode of Voting | ofNo.sharesheld(1) | ofNo.votespolled(2) | of Votes%Polled onoutstandingshares(3)=((2)/(1))* 100 | ofNo.-Votesin favour(4) | ofNo.Votes-against(5) | of Votesin%favour on votespolled(6)=[(4)/(2)]*100 | % of Votes againston votes polled(7)=[(5)/(2)]*100 | |||
| Promoter | E-Voting | 7 34 99 736 | 87.8401 | 7 34 99 736 | 0 | 100.0000 | 0.0000 | ||||
| and | Poll | 16 000 | 0.0191 | 16 000 | 0 | 100.0000 | 0.0000 | ||||
| Promoter | Postal Ballot (if applicable) | 8,36, 74,432 | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||
| Group | Total | 7,35,15,736 | 87.8592 | 7,35,15,736 | 0 | 100.0000 | 0.0000 | ||||
| Public- | E-Voting | 95,99,120 | 8193 924 | 85.3612 | 8193 924 | 0 | 100.0000 | 0.0000 | |||
| Institutions | Poll | 0 | 0.00 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Postal Ballot (if applicable) | 0 | 0.00 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Total | 8193 924 | 85.3612 | 81 93 924 | 0 | 100.0000 | 0.0000 | |||||
| Public- | E-Voting | 34,15,458 | 11 711 | 0.3429 | 11397 | 314 | 97.3187 | 2.6812 | |||
| Non | Poll | 3 640 | 0.1066 | 3 640 | 0 | 100.0000 | 0.0000 | ||||
| Institutions | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Total | 15 351 | 0.4495 | 15 037 | 314 | 97.9545 | 2.0455 | |||||
| Total | 9 66 89.010 8.17 25 011 | 84.5236 | 817.24 697 | 314 | 99.9996 | 0.0004 | |||||
| Result: carried by requisite majority | |||||||||||
| !There were no invalid votes under any of the above category. |
| Resolution (6) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution required: {Ordinary/ Special) | ORDINARY RESOLUTION | ||||||||||
| the agenda/ resolution?6. | Whether promoter/ promoter group are interested inRatification of Remuneration of Cost Auditor of the Company for Financial Year 2021-22. | NO | |||||||||
| Category | Mode of Voting | ofNo.sharesheld(1) | ofNo.votespolled(2) | of Votes%Polled onoutstandingshares{3)=[(2)/(1))* 100 | ofNo.-Votesin favour(4) | No.ofVotes-against(5) | of Votesin%favour on votespolled(6)=[(4)/(2)]*100 | % of Votes againston votes polled{7)=[(5)/{2)]*100 | |||
| Promoter | E-Voting | 7 34 99 736 | 87.8401 | 7 34 99 736 | 0 | 100.0000 | 0.0000 | ||||
| and | Poll | 8,36, 74,432 | 16,000 | 0.0191 | 16,000 | 0 | 100.0000 | 0.0000 | |||
| Promoter | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Group | Total | 7,35,15,736 | 87.8592 | 7,35,15,736 | 0 | 100.0000 | 0.0000 | ||||
| Public- | E-Voting | 95,99,120 | 8193 924 | 85.3612 | 8193 924 | 0 | 100.0000 | 0.0000 | |||
| Institutions | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Total | 8193 924 | 85.3612 | 8193 924 | 0 | 100.0000 | 0.0000 | |||||
| Public- | E-Voting | 34,15,458 | 11 729 | 0.3434 | 11422 | 307 | 97.3825 | 2.6174 | |||
| Non | Poll | 3 640 | 0.1066 | 3 640 | 0 | 100.0000 | 0.0000 | ||||
| Institutions | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||
| Total | 15 369 | 0.4500 | 15 062 | 307 | 98.0025 | 1.9975 | |||||
| iTotal | 9 66 89.010 | 8.17 25 029 | 84.5236 | 8 17 24 722 | 307 | 99.9996 | 0.0004 |
| G R INFRAPROJECTS LIMITED | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution (7) | ||||||||||||
| Resolution required: (Ordinary/ Special) | SPECIAL RESOLUTION | |||||||||||
| Whether promoter/ promoter group are interested inthe agenda/ resolution? | NO | |||||||||||
| 7. Appointment of Mr. Desh Raj Dogra (DIN: 00226775) as an Independent Director of the Company. | ||||||||||||
| Category | Mode of Voting | ofNo.sharesheld(1) | ofNo.votespolled(2) | of Votes%Polled onoutstandingshares(3)=[(2)/(1))* 100 | ofNo.-Votesin favour(4) | No.ofVotes-against(5) | of Votesin%favour on votespolled(6)=[(4)/(2)]*100 | % of Votes againston votes polled(7)=[(5)/(2))* 100 | ||||
| Promoter | E-Voting | 7,34,99,736 | 87.8401 | 7,34,99, 736 | 0 | 100.0000 | 0.0000 | |||||
| and | Poll | 8,36,74,432 | 16,000 | 0.0191 | 16,000 | 0 | 100.0000 | 0.0000 | ||||
| Promoter | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Group | Total | 7,35,15,736 | 87.8592 | 7,35,15,736 | 0 | 100.0000 | 0.0000 | |||||
| Public- | E-Voting | 95,99,120 | 8108 355 | 84.4698 | 65 42 049 15 66 306 | 80.6828 | 19.3171 | |||||
| Institutions | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||||
| Total | 81 08 355 | 84.4698 | 65 42 049 15 66 306 | 80.6828 | 19.3171 | |||||||
| Public- | E-Voting | 34,15,458 | 11 723 | 0.3432 | 7 670 | 4 053 | 65.4269 | 34.5730 | ||||
| Non | Poll | 3 640 | 0.1066 | 3 640 | 0 | 100.0000 | 0.0000 | |||||
| Institutions | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Total | 15 363 | 0.4498 | 11310 | 4 053 | 73.6184 | 26.3816 | ||||||
| !Total9 66.89 010 8 16 39 454 | 84.4351 | 8,00,69 095 15,70,359 | 98.0765 | 1.9235 |
Agenda- wise disclosure (to be disclosed separately for each agenda item)
| G R INFRAPROJECTS LIMITED | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Resolution (8) | ||||||||||||
| Resolution required: (Ordinary/ Special) | :.PECIAL RESOLUTION | |||||||||||
| the agenda/resolution? | Whether promoter/ promoter group are interested in | NO | ||||||||||
| Category | 8. To approve G R lnfraprojects Limited Employees Stock Option Scheme -Mode of Voting | ofNo.sharesheld(1) | ofNo.votespolled(2) | 2021.of Votes%Polled onoutstandingshares(3)=((2)/(1)]* 100 | ofNo.-Votesin favour(4) | ofNo.Votes-against(5) | of Votesin%favour on votespolled(6)=[(4)/(2)]*100 | % of Votes againston votes polled(7)=[(5)/(2)]*100 | ||||
| Promoter | E-Voting | 7 34 99 736 | 87.8401 | 7 34 99 736 | 0 | 100.0000 | 0.0000 | |||||
| and | Poll | 8,36, 74,432 | 16 000 | 0.0191 | 16 000 | 0 | 100.0000 | 0.0000 | ||||
| Promoter | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Group | Total | 7,35,15, 736 | 87.8592 | 7,35,15,736 | 0 | 100.0000 | . 0.0000 | |||||
| Public- | E-Voting | 95,99,120 | 8193 924 | 85.3612 | 39 75 884 42 18 040 | 48.5223 | 51.4776 | |||||
| Institutions | Poll | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | ||||||
| Total | 8193 924 | 85.3612 | 39 75 884 42 18 040 | 48.5223 | 51.4776 | |||||||
| Public- | E-Voting | 34,15,458 | ·11 716 | 0.3430 | 7 501 | 4 215 | 64.0235 | 35.9764 | ||||
| Non | Poll | 3 640 | 0.1066 | 3 640 | 0 | 100.0000 | 0.0000 | |||||
| Institutions | Postal Ballot (if applicable) | 0 | 0.0000 | 0 | 0 | 0.0000 | 0.0000 | |||||
| Total | 15 356 | 0.4496 | 11141 | 4 215 | 72.5514 | 27.4486 | ||||||
| rrotal | 9 66,89 010 817 25 016 | 84.5236 | 7,75 02 761 42.22 255 | 94.8336 | 5.1.664 | |||||||
| Result: carried by requisite majority |
There were no invalid votes under any of the above category.
RONAKJHUTHAWAT &CO. Company Secretaries & Trademark Agent
CONSOLIDATED SCRUTINIZER'S REPORT
[Pursuant to Section 108 of the Companies Act, 2013 and Rule 20 oftfie Companies (Management and·Administration) Rules, 2014]
To, The Chairman 25th Annual General Meeting of the Members of G R INFRAPROJECTS LIMITED Revenue Block No. 223, Old Survey No. 384/1, 384/2 Paiki & 384/3, Khata No.464, Kochariya Ahmedabad 382220.
Dear Sir,
Sub: 25U•Annual General Meeting of the Shareholders of G R INFRAPROJECTS LIMITED held on Monday, 27th September, 2021 at 03:00 P.M. through Video Conferencing ("VC")/ Other Audio Visual Means ("OJ\VM").
----------------------------------------------------------~-------------- .............. _ ...................................................................................... ..
I, Ronak Jhuthawat of M/s Ronak Jhuthawat & Co., Company Secretary in practice (Certificate of Practice no. 12094), have .been apppinted by the Board of Directors of G R INFRAPROJECTS LIMITED (the Company) as a Scrutinizer for the purpose qf utini ng the remote e-voting and e-voting during 25th Annual Ge~eral Meeting in .a Jafr and transpar ent manner, in respect of resolutions as per attached Anriexure-1 transacted at the 25th Annual General Meeting (AGM) of the Shareholders of the Company. , ~
I submit my report as under:
As per the General Circular No. 14/2020, 17 /2020, 20/2020 al!d 02/ 29,21dated8th April, 2020, 13th April, 2020, 5th May, 2020 and 13th January, 2021 re sp~~tiv yissued by the Ministry of ' Corporate Affairs and the Securities and Exchange Board 'of India vide its Circular No. ·" SEBI/HO/CFD/CMD1/C!R/P/2020/79 dated 12th May, 2020 and 2021/ 11 dated 15t~ January, 2021, in view of COVID-19. pandemic, the said notification permits to hold AGM via Video Conferencing ("VC")/ Other Audio V.isual Means ("OAVM"). As confirmed by the Company, notice dated 1st September 2021 was sent to the shareholders in respect of the resolutions 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 above mentioned circulars.
Office : 328, Samriddhi Complex, 3rd Floor, Above Udaipur Urban Co operative Bank, Opp. Krishi Upaz Mandi, Sector 11 Main Road, Udaipur-313001 (Raj.) Mob. : 9887422212, 9950116881, 9351732943 I E-mail: [email protected]
- A. Th~ .Company has appointed Kfin Technologies Private Limited to provide and facilitate r emote e-voting services to the members of the Company to cast their votes through a secured electronic mode on the resolutions to be transacted at the said AGM .
- ..... B. The Company had also provided e-voting facility to those shareholders who attended the AGM through VC / OAVM and who had not cast their vote through remote e-voting earlier.
- C. The cut-off date for determining the eligibility of the members to vote by remote e-voting or e-voting at the AGM was 20th September 2021. As on "Cut-off' date i.e. 20th September 2021, there were 85902 (Eighty Five Thousand Nine Hundred Two) shareholders.
- D. The remote e-voting facility started on 24th September 2021 (9:00 A.M.) and ended on 26th September 2021(S:OOP.M.).
- E. The requisite advertisements pursuant to Section 108 of the Companies Act, 2013 read with Rule 20(4)(v) of the Companies (Management and Administration) Rules, 2014, as amended and in compliance with Ministry of Corporate Affairs Circular No. 20/2020 dated S1 h May 2020 were published in "Financial Express" (in English) (All editions) and in "Financial Express" (in Guajarati) (Gujarati Edition) on 1•1 September 2021.
- F. The votes cast through remote e-voting and through e-voting were unblocked at 3:45 P.M. after conclusion of voting at the AGM held on Monday, 271 hSeptember 2021 in the presence of two witnesses who were not the employees of the Company.
- G. Based on the details containing list of Members who have casted their votes on remote ,. e-voting platform as downloaded from the e-voting website of Kfin Technologies Private -,.i Limited ("llvww.evotini:.kfintech.com) and the votes cast by the members through VC / OAVM d~riiig AGM, the consolidated results of the remote e-voting and e-voting during AGM, on all items of the· business transacted at the AGM held on Monday, 27th September 2021 are given in the Annexure-1 enclosed herewith, forming part of this Report
CONCLUSIONi
All the Resolutions mentioned in the AGM notice dated 1st September 2021 under the remote e- -- voting and e-voting through VC / OAVM during Annual General Meeting have been passed with requisite majority.
Thanking you,
Yours faithfully,
For Ronak Jhuthawat <%_f;o. Company Secretaries
: Proprietor Membership No. FCS 9738 (COP No. 12094) Peer Review No.: S2013RJ222900 UDIN-F009738C001017382
Place: Udaipur Date: 27th September, 2021
Counter signed by For G R INFRAPROJECTS LIMITED
·:S .,
(Sudhir ~ Mutha) Company Secretary Authorised Person Place: Gurugram Date: 27th September, 2021
Annexure-1 G R INFRAPROJECTS LIMITED
25th Annual General Meeting held on September. 27th September. 2021 at 3:00 P.M.
CONSOLIDATED RESULTS OF YOTES CAST THROUGH REMOTE E-YOTING & THROUGH VIDEO CONFERENCING (YC)/OTHER AUDIO VISUAi. MEANS (OAYMl
| Item | REMOTE E·VOTING | E-VOTINGAT AGM• | TOTAL | %age | Invalid Votes | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| No.orNoticeorAGM | Subject matter or the Resolution (In brief) | No. ofmembersvoted | No. ofvalidvotes cast | No. ormembersvoted | No. orvalidvotes cast | No. ofmembersvoted | No.ofvalidvotes cast | of totalvalidvotes | No.ofMembers | No.ofinvalidvotes | |
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | (9) | (10) | (11) | (12) |
| 1 | Ordinary Resolution for receiving. considering and adoption of: a) In Favouraudited standalone financial statements of the Company fo r the | 307 | 81705143 | 19 | 19640 | 326 | 81724783 | 100.00 | NIL | NIL. | |
| financial year ended 31st March, 2021 and the Reports of the AgainstBoard of Directors and Auditors thereon; andb) | 10 | 228 | 0 | 0 | 10 | 228 | 0.00 | ||||
| audited consolidated financial statements or the Company for the Totalfinancial year ended 31st March, 2021 and the Reports of theAuditors thereon. | 317 | 8 1705371 | 19 | 19640 | 336 | 81,725,011 100.00 | |||||
| 2 | Ordinary Resolution for re-appointment of Mr. Vinod Kumar | In Favour | 296 | 55530885 | 19 | 19640 | 315 | 55,550,525 | 99.99 | 1 | 4941512 |
| Agarwal (DIN: 00182893) as a Director, who retires by rotation. | Against | 12 | 3999 | 0 | 0 | 12 | 3999 | 0.01 | |||
| Total | 308 | 55534084 | 19 | 19640 | - ; 327 | 55,554,524 100.00 | |||||
| 3 | Ordinary Resolution for re-appointment of Mr. Ajendra Kumar | In Favour | 294 | 58606615 | 19 | i96'40' | 313 | 58,626,255 | 100.00 | 1 | 4941512 |
| Agarwal (DIN: 01147897) as a Director, who retires by rotation. | Against | 13 | 259 | 0 | 0 | 13 | 259 | 0.00 | |||
| Total | 307 | 58606874 | 19 | 19640 | 326 | 58,626,514 100.00 | |||||
| 4 | Ordinary Resolution for appointment of S R B C & CO LLP as In Favour | 307 | 81705145 | 19 | 19640 | 326 | 81,724,785 | 100.00 | NIL | NIL | |
| Statutory Auditors of the Company. | Against | 11 | 237 | 0 | 0 | . 11 | 237 | 0.00 | |||
| Total | 318 | 81705382 | 19 | 19640 | 337 | 81,725,022 100.00 | |||||
| 5 | Ordinary Resolution for Ratification of Remuneration of Cost In Favour | 300 | 81705057 | 19 | 19640 | 319 | 81,724,697 | 100.00 | NIL | NIL | |
| Auditor of the Company for Financial Year 2020·21. | Against | 18 | 314 | 0 | 0 | 18 | 314 | 0.00 | |||
| Total | 318 | 8170 5371 | 19 | 19640 | 3 37 | 81,725,011 100.00 | |||||
| 6 | Ordinary Resolution for Ratification of Remuneration of Cost In Favour | 302 | 81705082 | 19 | 19640 | 321 | 81,724,722 | 100.00 | NIL | NIL | |
| Auditor of the Company for Financial Year 2021·22. | Against | 17 | 307 | 0 | 0 | 17 | 307 | 0.00 | |||
| ; | Total | 319 | 81705389 | 19 | 19640 | 338 | 81,725,029 100.00 | ||||
| 7 | Special Resolution for Appointment of Mr. Desh Raj Dogra (DIN: In Favour | 296 | 80049455 | 19 | 19640 | 315 | 80,069,095 | 98.08 | NIL | NIL | |
| 00226775) as an Independent Director of the Company. | Against | 20 | 1570359 | 0 | 0 | 20 | 1570359 | 1.92 | |||
| Total | 316 | 81619814 | 19 | 19640 | 335 | 81,639,454 100.00 | |||||
| 8 | Speci~I Resolution for approving G R lnfraprojects Limited In Favour | 256 | 77483121 | 19 | 19640 | 275 | 77,502,761 | 94.83 | NIL | NIL | |
| Employees Stock Option Scheme - 2021. | 0 | ||||||||||
| Against | 62 | 4222255 | 0 | 62 | 4222255 | 5.17 | |||||
| Total | 318 | 81705376 | 19 | 19640 | 337 | 81,725,016 100.00 |
Note: 1. This is Anne~re 1referred to in Consolidated Scrutinizer's Report dated 27th September, 2021 and forming part of that Report.
l
- •E-voting during AGM is the facility provided to members of the Company to cast their votes through Video Conferencing ("VC")/Other Audio Visual Means (;'OAVM") who did not cast their vote earlier.
-:;;::'..'ttoi~:~ I) ··' . ..• - ' /•' ' F o7·,,, , ·.·. , / 1 1 v . ./ JO .':'J "!\CP Ho 094, (.,·' , UDA I ' '. . '/ .< · :;,..,'-- ''i'_· / ''-··tl!:; ·
- One Member in the Category of Remote E-voting has cast vote partly in favour and partly against, for Resolution No 2. For the purpose of number of members this member has been considered as one member in the category of the member voted in favor, since the number of vote cast in favor are more than number of votes cast against
-
- Two Members in the Category of Remote E-voting has cast v<?te partly in favour and partly against, for Resolutions No. 1, 3, 4, 5, 6 & 8. For the purpose of number of members
- these members have been considered as one member in the category of the member voted in favor, since the number of vote cast in favor are more than number of votes cast against
-
- Three Members in the Category of Remote E-voting has cast vote partly in favou r and partly against, for Resolutions No. 7. For the purpose of number of members, these members have been considered as one member in the category of the member voted in favor, since the number of vote cast in favor are more than number of votes cast against
For Ronak Jhuthawat & Co., Company Secretaries
~ Membership No. : FCS-9738
Certificate of Practice No.: 12094 Peer Review No.: S2013RJ222900 Udaipur, 27th September, '2021 UDIN- F009738C001017382 ·
i
Counter signed by For GR INFRAPROJECTS LIMITED
' . ~r ,
•. •,i
~ Sudhlr Mutha Company Secretary Authorized Person Place : Gurugram Date: 27th September 2021