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IFB Industries Limited — AGM Information 2021
Aug 7, 2021
61668_rns_2021-08-07_6a4784a9-e4f7-4b3d-8b7c-01b3e79f08a9.pdf
AGM Information
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IFB Industries Limited
Corporate Office
Plot No.-IND-5, Sector-1 East Kolkata Township, Kolkata - 700 107 Telephone: (91) (33) 39849475/9524 Fax: (91) (33) 39849676 Web: www.ifbindustries.com
6th August, 2021
The Manager Department of Corporate Services Bombay Stock Exchange Ltd, Phiroze Jecjeebhoy Towers Dalal Street, Mumbai-400001
The Manager The National Stock Exchange of India Ltd. Exchange Plaza, 5th Floor Plot No-C/1, G Block, Bandra Kurla Complex Mumbai -400051
The Secretary The Calcutta Stock Exchange Association Ltd. 7 Lyons Range Kolkata-700001
Dear Sir,
Sub: Sub: Disclosure under Regulation 30 of SEBI (LODR) Regulation 2015.
We enclose, in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), a summary of the proceedings of the 45th Annual General Meeting ('AGM') of the Company held on 6th August, 2021.
We are also enclosing the report of the Scrutinizer on remote e-voting and e-voting during the AGM in the prescribed format in terms of Regulation 44(3) of the Listing Regulations.
This is for your kind information and records.
Thanking you,
Yours faithfully For IFB INDUSTRIES LIMITED
GRanchousling
G Ray Chowdhury (Company Secretary)
Encl: As above
OF THE PROCEEDI NGS OF THE 45TH NUAL GENERAL M ING OF THE ME BERS OF SUM LIMITED HE D ON FRIDAY. UST 5. 2O2L AT A.M THRO H VIDEO IFB IN RI ES CONFEREN CING ('VC'I/OTHER AUDIO.VISUAL MEANS {'oAVM'l
nilll
The 45th Annual General Meeting (AGM) of the Members of IFB lndustries Limited ('the Company') was held on Friday, August 6,2021,at 10.30 a.m. (lST) through Video Conferencing ('VC')/Other Audio-Visual Means ('OAVM').
The Meeting was conducted in accordance with the circulars issued by the Ministry of Corporate Affairs ('MCA') and the Securities and Exchange Board of lndia ('SEBI'). Mr' Goutam Ray Chowdhury, Company Secretary, welcomed the Members to the Meeting and briefed them on details relating to their participation at the Meeting through audio visual means'
The Company Secretary informed that Mr. Bijon Nag, Chairman of the Company couldn't chair the meeting due to traffic congestion on his way to coming office at Goa factory and Mr. Bikramjit Nag, Joint Executive Chairman and Managing Director also couldn't participate in the meeting due to the same reason. They will join in the meeting shortly. The Company Secretary further requested Dr' Rathindra Nath Mitra to chair the Meeting with the consent of members and Directors present in the meeting. The Chairman welcomed the shareholders in the Meeting and as requisite quorum was present, called the Meeting to order. Total shareholder attended AG M through NSDL e voting platform 70.
The Chairman welcomed the Directors present at the Meeting through VC from their respective locations and requested them to introduce themselves to the Members.
The Chairman informed the Members that Mr. Abhijit Bandyopadhyay, Partner of Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors and Secretarial Auditors and Scrutinizers for the remote e-voting and the e-voting during the proceedings of the AGM, were also present at the Meeting through VC.
The Chairman then informed the Members that the proceedings of the Meeting were also being webcast and could be viewed live by Members by logging in to NSDL website. The details of authorized representations received from corporate shareholders were informed to the Members. Since there was no physical attendance of Members and in compliance with the Circulars issued by the MCA and SEBI, Members were informed that the requirement of appointing proxies was not applicable. Further, the Registers as required under the Companies Act, 2013 were available for inspection in electronic mode.
With the consent of the Members present, the Notice convening the AGM and the Auditor's Report for the year ended March 3I,2021. were taken as read. There were no qualifications, observations or adverse remarks in the Statutory and Secretarial Auditor's Reports.
The Chairman also briefed the members about macro-economic situation, Company's performance for the Financial year 2O20-2L.
At this point Mr. Bijon Nag, Chairman of the Company and Mr. Bikramjit Nag, Joint Executive Chairman and Managing Director joined in the meeting through VC from GOA. Dr. Mitra handed over the proceedings to Mr. Bijon Nag
ln terms of the Notice dated June 14,2021" convening the 45th AGM of the Company, the following Ordinary and Special businesses were transacted at the Meeting through remote e-voting.
- To receive, consider and adopt the audited standalone financial statements of the company fortheyearended3lMarch202]",thestatementofprofitandlossfortheyearendedonthat dateandthereportsoftheBoardofDirectorsandAuditorsthereon.
nilB
-
- To receive, consider and adopt Audited consolidated financial statements for the year ended 3l,st March 2O2I andthe report of the Auditors thereon'
- 3.ReappointmentofDirectorinplaceofMr.PrabirChatterjee(DIN:026625LL)asdirector who retires by rotation and being eligible seeks re- appointment'
-
- Approval of the appointment of Mr. Partha sen I DIN: A7547244) )as Managing Director & CEO of Engineering Division for a period of five years'
-
- Approval of the appointment of Mr. Rajshankar Ray [DIN: 03498696) as Managing Director&CEoofAppliancesDivisionforaperiodoffiveyears'
-
- Approval of the appointment of Mr. Amar Singh Negi [DIN: 008941850) as Executive DirectorServiceBusinessHeadforaperiodoffiveyears.
-
- Approval of the remuneration of Mr. Prabir chatterjee [DIN: 0266251'L), Whole-time Director and CFO of the ComPanY'
-
- Approval of the reappointment of Mr. Ashok Bhandari [DIN : 00012210)' Independent Director of the company for second tenn of five consecutive years'
-
- Approval of the appointntent of Mr' Desh Raj Dogra IDIN : AA226775) as Independent Director for a Period ofone Year'
-
- Approval of the appointment of Mr. Biswadip Gupta [DIN: 00048258) as Independent Director for a Period of one Year'
- L1. Approval of the remuneration payable to M/s. Mani & co., cost auditor.
Members present at the Meeting were given an opportunity to ask questions and seek clarification(s)' Mr. Bikramjlt Nag, JEC & MD appropriately responded to the questions raised by Speaker Shareholders.
Post the question and answer session, the Chairman authorized Mr. G Ray Chowdhury to carry out the e-voting process, The chairman further informed the Members that the consolidated voting results will be disseminated to the stock Exchanges on which the company's shares are listed and will also be made available on the website of the Company at www.ifbindustries.com and the National Securities Depository Limited at [email protected] within two working days of the conclusion of the Meeting.
The chairman then thanked the Members for their continued support and for attending and participating in the Meeting. He also thanked the Directors for joining the Meeting virtually' The evoting facility was kept open for the next 15 minutes to enable the Members to cast their vote' The meeting ended with a vote of thanks to the Chair'
The Meeting concluded at 11.45 a.m.
post the conclusion of the remote e-voting, the Scrutinizers' report was received' All the Resolutions have been passed with requisite majority. This is for your information and records'

| Date of AGM | 06.08.2021 |
|---|---|
| Total number of shareholders on record date:(being the cut-off date for determiningshareholders entitled to vote - 30 July, 2021) | 29289 |
| No. of Shareholders attended the meetingthrough Video Conferencing: | |
| Promoters and Promoter Group: | 15 |
| Public: | 67 |
45th Annual General Meeting of IFB Industries Limited - details of voting results
Agenda-wise disclosure
Ordinary Business
- To receive, consider and adopt the audited standalone financial statements of the company for the year ended 31 March 2021, the statement of profit and loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.
| Total Vote Cast | Votes In favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| l% on Total I | 1% on Total | % on Total | |||||||||||
| CATEGORY | TOTAL | Ballot | Total | A3 Outstandin | Ballot | Total | B3 Outstanding | e-Voting | Ballot | Total | C3 Outstanding | ||
| HOLDING | e-Voting A1 | A 2 | $(A1+A2)$ | lg Shares | le-Voting B1 | B 2 | $(B1+B2)$ | Shares | C1 | C2 | $(C1+C2)$ | IShares | |
| Promoter /Promoter Group | 30373199 | 30373199 | 30373199 | 100.00 | 30373199 | 30373199 | 100.00 | 0.00 | |||||
| Public -Institution | 3978863 | 828590 | 828590 | 20.82 | 828590 | 828590 | 100.00 | 0.00 | |||||
| Public-Non Institution | 6166734 | 142152 | 142152 | 2.31 | 142027 | 142027 | 99.91 | 125 | 125 | 0.09 | |||
| total | 40518796 | 31343941 | 31343941 | 77.36 | 31343816 | 31343816 | 100.00 | 125 | 125 | 0.00 |
- To receive, consider and adopt Audited Consolidated financial statements for the year ended 31 March 2021 and the report of the Auditors thereon.
| Total Vote Cast | Votes In favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % on Total | % on Total | % on Total | |||||||||||
| CATEGORY | TOTAL | Ballot | Total | A3 Outstandin | Ballot | Total | B3 Outstanding | e-Voting | Ballot | Total | C3 Outstanding | ||
| HOLDING | e-Voting A1 | A 2 | $(A1+A2)$ | g Shares | e-Voting B1 | B2 | $(B1+B2)$ | Shares | C1 | C2 | $(C1+C2)$ | Shares | |
| Promoter /Promoter Group | 30373199 | 30373199 | 30373199 | 100.00 | 303731991 | 01 | 30373199 | 100.00 | 0.00 | ||||
| Public -Institution | 3978863 | 828590 | 0 | 828590 | 20.82 | 828590 | 828590 | 100.00 | 0.00 | ||||
| Public-Non Institution | 6166734 | 141645 | 141645 | 2.30 | 141520 | 141520 | 99.91 | 125 | 125 | 0.09 | |||
| total | 40518796 | 313434341 | 31343434 | 77.36 | 31343309 | 31343309 | 100.00 | 125 | 125 | 0.00 |

- Re appointment of Director in place of Mr. Prabir Chatterjee (DIN: 02662511) as director who retires by rotation and being eligible seeks re- appointment.
| Total Vote Cast | Votes In favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % on Total | I% on Total | % on Total | |||||||||||
| CATEGORY | Itotal | Ballot | Total | A3 Outstandin | Ballot | Total | B3 Outstanding | e-Voting | Ballot | Total | C3 Outstanding | ||
| IHOLDING | e-Voting A1 | A2 | (A1+A2) | g Shares | e-Voting B1 | B2 | $(B1+B2)$ | Shares | C2 | $(C1+C2)$ | Shares | ||
| Promoter / Promoter Group | 30373199 | 30373199 | 30373199 | 100.00 | 30373199 | 30373199 | 100.00 | 01 | 0.00 | ||||
| Public - Institution | 3978863 | 828590 | 01 | 828590 | 20.82 | 758937 | 758937 | 91.59 | 69653 | 69653 | 8.41 | ||
| Public-Non Institution | 6166734 | 142145 | 01 | 142145 | 2.31 | 141168 | 141168 | 99.31 | 977 | 977 | 0.69 | ||
| TOTAL | 40518796 | 31343934 | 01 | 31343934 | 77.36 | 31273304 | 31273304 | 99,77 | 70630 | 70630 | 0.23 |
Special Business
- Approval of the appointment of Mr. Partha Sen (DIN: 07547244) ) as Managing Director & CEO of Engineering Division for a period of five years
| Total Vote Cast | Votes In favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % on Total | l% on Total | % on Total | |||||||||||
| CATEGORY | TOTAL | Ballot | Total | A3 Outstandin | Ballot | Total | B3 Outstanding | e-Voting | Ballot | Total | C3 Outstanding | ||
| IHOLDING | e-Voting A1 | A2 | $(A1+A2)$ | g Shares | le-Voting B1 | B 2 | $(B1 + B2)$ | Shares | a | $(C1+C2)$ | Shares | ||
| Promoter / Promoter Group | 30373199 | 30373199 | 30373199 | 100.00 | 30373199 | ۵I | 30373199 | 100.00 | 0.00 | ||||
| Public Institution | 3978863 | 828590 | 828590 | 20.82 | 758937 | 758937 | 91.59 | 69653 | 69653 | 8.41 | |||
| Public-Non Institution | 6166734 | 142145 | 01 | 142145 | 2.31 | 141209 | 141209 | 99.34 | 936 | 936 | 0.66 | ||
| TOTAL | 40518796 | 31343934 | 31343934 | 77,36 | 31273345 | 31273345 | 99.77 | 70589 | 70589 | 0.23 |
- Approval of the appointment of Mr. Rajshankar Ray (DIN: 03498696) as Managing Director & CEO of Appliances Division for a period of five years
| Total Vote Cast | Votes In favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CATEGORY | l% on Total | I% on Total | % on Total | ||||||||||
| TOTAL | Ballot | Total | A3 Outstandin | Ballot | Total | B3 Outstanding | e-Voting | Ballot | Total | C3 Outstanding | |||
| HOLDING | e-Voting A1 | A2 | (A1+A2) | lg Shares | e-Voting B1 | Β2 | $(B1+B2)$ | Shares | C1 | C2 | $(C1+C2)$ | Shares | |
| Promoter /Promoter Group | 30373199 | 30373199 | 30373199 | 100.00 | 30373199 | ΩI | 30373199 | 100.00 | 0.00 | ||||
| Public-Institution | 3978863 | 828590 | ٥I | 828590 | 20.82 | 755941 | 755941 | 91.23 | 726491 | 72649 | 8.77 | ||
| Public-Non Institution | 6166734 | 142145 | 142145 | 2.31 | 141409 | 141409 | 99.48 | 7361 | 736 | 0.52 | |||
| TOTAL | 40518796 | 31343934 | 31343934 | 77,36 | 31270549 | 31270549 | 99,77 | 73385 | 73385 | 0.23 |

- Approval of the appointment of Mr. Amar Singh Negi IDIN: 008941850) as Executive Director Service Business l{ead for a period of five years
| Total Vote Cast | Votes ln favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % onTotal | % on Total | on Total | |||||||||||
| CATEGORY | Ballot | TotalA3 | 0uhlandin | Ballot | Total 83 | 0utstanding | e-Voiing | Ballot | Total | 0utstanding | |||
| HOLDIN6 | e-Voting A1 | A2 | (A1+A2) | g Shares | e.Voting B1 | B2 | (81+82) | Shares | ci | c2 | (cl+c2) | ||
| 303731$ | 0 | 30373199 | 100.0c | 30373199 | 0 | 30373199 | 100,00 | 0 | 0 | 0 | 0,00 | ||
| Promoter /Ptomoier GrouP | 30373199 | 755941 | 91.23 | 72649 | 0 | 72649 | 8.77 | ||||||
| Public-lnstitution | 3978863 | 828$0 | 0 | 828s90 | 20,82 | 755941 | 0 | ||||||
| PublirNon lnstitution | 5156734 | 142145 | c | 142145 | 2,31 | 141269 | 0 | 14i259 | 99,38 | 876 | 0 | 876 | 0,52 |
| TOTAI | 40s18i96 | 31343934 | 0 | 3134$34 | 71,36 | 31270409 | I | 31270409 | 99.11 | 73525 | 0 | i3s25 | 0,23 |
7 Approval of the remuneration of Mr. Prabir Chatterjee [DIN: 026625LI), Whole-time Director and CFO of the ComPanY
| Total Vote Cast | Votes ln favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % onTotal | % on Total | % onTotal | |||||||||||
| CATEGORY | TOTAL | Ballot | Total A3 | 0utstandin | Ballot | Total 83 | 0utstanding | e.Voting | Ballot | Total | 0utstanding | ||
| ING | e.Voting A1 | M | (A1+A2) | g Shares | e.Voting 81 | 82 | (81+82) | Shaes | c1 | c2 | {c1+c2) | Shares | |
| Promoter /Ptomoter GrouP | 30373199 | 30373199 | 0 | 30373199 | 100,00 | 303731$ | 0 | 30373199 | 100,00 | 0 | 0 | 0 | 0,00 |
| Public .lnstitution | $78853 | 82859[ | 0 | 82$90 | 20,82 | 812679 | 0 | 812579 | 98,08 | 15911 | c | 1$11 | 1,92 |
| Public-Non lnstitution | 6166734 | 142145 | 0 | 142145 | 2,31 | 141168 | c | 141158 | $,31 | 9n | 977 | 0,59 | |
| TOTAI | 40518796 | 31343934 | 0 | 31343$4 | 7i,35 | 31327046 | { | 31327045 | $,95 | 1588t | 0 | 15888 | 0,05 |
- Approval of the reappointment of Mr. Ashok Bhanclari IDIN : 0001221'0), Independent Director of the company for second term of five consecutive years
| Total Vote Cast | Votes ln favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % on Total | % on Total | % on Total | |||||||||||
| CATEGORY | Ballot | TolalA3 | 0utstandin | Ballot | Total 83 | 0utstanding | e-Voting | Ballot | Total C3 | 0utstanding | |||
| TOTALHOLDING | e-Voting A1 | A2 | (A1+A2) | g Shares | e"Voling B1 | B2 | (81+82) | Shares | c1 | a | (c1+c4 | Shares | |
| 30373199 | 30373199 | 0 | 30373199 | 100,00 | 30373199 | 0 | 303i3199 | 100.00 | 0 | 0 | 0 | 0,00 | |
| Promoter /Promoter GrouP | 0 | 828590 | 20.82 | 766946 | 0 | 755946 | 92,56 | 51644 | 0 | 51644 | 7.44 | ||
| Public -lnstitution | 3978853 | 828s90 | 2.31 | 141298 | 0 | 141298 | 99.40 | 84i | 0 | 84i | 0.50 | ||
| Public-Non lnstitution | 6165734 | t42145 | 0 | 142145 | 62491 | 0,20 | |||||||
| TOTAI | 40s18796 | 31343934 | 0 | 31343934 | 17.36 | 31281443 | 0 | 31281443 | 99.80 | 62491 | 0 |
- Approval of the appointment of Mr. Desh Raj Dogra [DIN : 00226775) as Independent Director for a Period of one Year

| Total Vote Cast | Votes in favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % on Total | l% on Total | % on Total | |||||||||||
| CATEGORY | TOTAL | Ballot | Total | A3 Outstandin | Ballot | Total | B3 Outstanding | e-Voting | Ballot | Total | C3 Outstanding | ||
| IHOLDING | le-Voting A1 | A 2 | $(A1+A2)$ | R Shares | e-Voting B1 | B2 | $ B1+B2\rangle$ | Shares | C1 | C2 | $(C1+C2)$ | Shares | |
| 30373199 | 100.00 | 30373199 | 30373199 | 100.00 | oı | 0.00 | |||||||
| Promoter /Promoter Group | 30373199 | 30373199 | u | 0.00 | |||||||||
| Public -Institution | 3978863 | 828590 | 828590 | 20.82 | 828590 | 828590 | 100.00 | ||||||
| Public-Non Institution | 6166734 | 142145 | 142145 | 2.31 | 141199 | 141199 | 99.33 | 946 | 946 | 0.67 | |||
| 31342988 | 31342988 | 100.00 | 946 | 946 | 0.00 | ||||||||
| total | 40518796 | 31343934 | 31343934 | 77.361 |
- Approval of the appointment of Mr. Biswadip Gupta (DIN: 00048258) as Independent Director for a period of one year
| Total Vote Cast | Votes In favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % on Total | % on Total | l% on Total | |||||||||||
| CATEGORY | TOTAL | Ballot | Total | A3 Outstandin | Ballot | Total | B3 Outstanding | e-Voting | Ballot | Total | C3 Outstanding | ||
| HOLDING | le-Voting A1 | A2 | $(A1+A2)$ | g Shares | e-Voting B1 | 82 | $(B1+B2)$ | Shares | C1 | C2 | $(C1+C2)$ | Shares | |
| Promoter / Promoter Group | 30373199 | 30373199 | OI | 30373199 | 100.00 | 30373199 | 30373199 | 100.00 | 0.00 | ||||
| Public -Institution | 3978863 | 828590 | 828590 | 20.82 | 828590 | 828590 | 100.00 | 0.00 | |||||
| 6166734 | 142145 | 142145 | 2.31 | 141209 | 141209 | 99.34 | 936 | 936 | 0.66 | ||||
| Public-Non InstitutionTOTAL | 40518796 | 31343934 | 31343934 | 77.36 | 31342998 | 31342998 | 100.00 | 936 | 936 | 0.00 |
- Approval of the remuneration payable to M/s. Mani & co., Cost Auditor.
| Total Vote Cast | Votes In favour | Votes Against | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| % on Total | ∣% on Total | % on Total | |||||||||||
| CATEGORY | ITOTAL | Ballot | Total | A3 Outstandin | Ballot | Total | B3 Outstanding | e-Voting | Ballot | [otal | C3 Outstanding | ||
| HOLDING | e-Voting A1 | A2 | $(A1+A2)$ | e Shares | e-Voting B1 | 82 | $(B1+B2)$ | Shares | C2 | $(C1+C2)$ | Shares | ||
| Promoter /Promoter Group | 30373199 | 30373199 | 30373199 | 100.00 | 30373199 | 30373199 | 100.00 | 0.00 | |||||
| Public - Institution | 3978863 | 828590 | 828590 | 20.82 | 828590 | 828590 | 100.00 | 0.00 | |||||
| Public-Non Institution | 6166734 | 142145 | 142145 | 2.31 | 141719 | 141719 | 99.70 | 426 | 426 | 0.30 | |||
| TOTAL | 40518796 | 31343934 | 31343934 | 77.36 | 31343508 | 31343508 | 100.00 | 426 | 426 | 0.00 |
All the Resolutions for consideration at the 45th AGM in respect of the items set out in the Notice dated 14th June, 2021, have been passed by the Members by requisite majority through remote e-voting and e-voting during the AGM.

Patnaik & Patnaik Company Secretaries
7A, Bentinck Street, Suite No. 403, 4th Floor, Kolkata - 700 001 Phone: 033-22318702 / 40053904 E-mail: [email protected]
CONSOLIDATED REPORT OF SCRUTINIZER
[Pursuant to Section 108 of the Companies Act, 2013 and Rule 20(4)(xii) of the Companies (Management and Administration) Rules, 2014, as amended]
T0
The Chairman, 45th Annual General Meeting of the Equity Shareholders of IFB Industries Limited held On August 6, 2021 at 10:30 a.m. through video conferencing/other audio visual means
Dear Sir,
Sub: Consolidated Scrutinizer's Report on remote e-voting and e-voting at 45th Annual General Meeting of IFB Industries Limited held on Friday, August 6, 2021 at 10:30 a.m. through video conferencing ("VC") / other audio visual means ("OAVM") 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.
l, S. K. Patnaik, Partner of Patnaik & Patnaik, Practicing Company Secretaries, had been appointed as the Scrutinizer by the Board of Directors of IFB Industries Limited ("the Company") for the purpose of scrutinizing the process of voting through electronic means ("evoting") on the resolutions contained in the notice dated June 14, 2021 ("Notice") issued in accordance with General Circular No. 14/2020, 17/2020, 20/2020 and 2/2021 dated 8th April 2020, 13th April 2020, 5th May 2020 and 13th January 2021 respectively, issued by Ministry of Corporate Affairs ("MCA") (collectively referred to as "MCA Circulars") and SEBI circulars dated May 12, 2020 and January 15, 2021 (collectively referred to as "SEBI Circulars"), calling the 45th AGM of its Equity Shareholders ("the meeting"/"AGM") through VC/OAVM. The AGM was convened on Friday, August 6, 2021 at 10:30 a.m. IST through VC/OAVM.
The said appointment as scrutinizer is under the provisions of section 108 of the Companies Act, 2013 ("the Act") read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended ("the Rules"). As the scrutinizer, I have to scrutinize:
- a) Process of e-voting remotely, before the AGM, using an electronic voting system on the dates referred to in the Notice calling the AGM ("remote e-voting"); and
- b) Process of e-voting at the AGM through electronic voting system ("e-voting")
The compliance with the provisions of the Companies Act, 2013 and the rules made thereunder relating to voting through electronic means (by remote e-voting) and electronic voting (e-voting) at the AGM by the shareholders on the resolutions proposed in the Notice convening the 45th AGM of the Company is the responsibility of the management. My responsibility as a scrutinizer is to ensure that the voting process both through remote e-voting and e-voting at the AGM are conducted in a fair and transparent manner and render consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman on the resolutions.

The notice dated June 14, 2021, convening the AGM, was sent to the shareholders in respect of the below mentioned resolutions to be passed at the AGM through electronic mode to those Members whose email addresses are registered with the Company / Depositories, in compliance with the MCA Circulars dated May 5, 2020 and January 13, 2021 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as "MCA Circulars") and SEBI circulars dated May 12, 2020 and January 15, 2021.
The Company had availed the e-voting facility offered by National Securities Depository Limited (NSDL) for both e-voting prior to the AGM (remove e-voting) and voting at the AGM by electronic means (e-voting) by the shareholders of the Company.
In accordance with the notice of the 45th AGM and the 'Advertisement' published pursuant to Rule $20(4)(v)$ of the Companies (Management and Administration) Rules, $2014$ (Amendment Rules, 2015) on July 15, 2021, the voting period for remote e-voting commenced on Tuesday, August 3, 2021 (9:00 a.m. IST) and ended on Thursday, August 5, 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. The names of the shareholders who had voted by remote e-voting through the facility provided by NSDL had been blocked and only those members who were present at the AGM through VC and who had not voted on remote e-voting were allowed to cast their votes through e-voting system during the AGM.
The shareholders of the Company holding shares as on the "cut-off" date of Friday, July 30, 2021 were entitled to vote on the resolutions as contained in the Notice of the AGM.
After closure of e-voting at the AGM, the votes cast through e-voting at the AGM and through remote e-voting prior to the date of AGM were unblocked and downloaded from the e-voting website of National Securities Depository Limited (https://www.evoting.nsdl.com). The evoting data/results downloaded from the e-voting system of NSDL were scrutinized and reviewed, the votes were counted, and the results were prepared.
I submit herewith the consolidated scrutinizer's report on the result of the remote e-voting and e-voting at the AGM, based on the reports downloaded from NSDL e-voting system as under:-
Ordinary Business
(a) Resolution No. 1: (Ordinary Resolution)
To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the year ended March 31, 2021, including the audited Balance Sheet as at March 31, 2021, the statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

(i) Voted in favour of the resolution:
| Number of members voted | Number of valid votes cast bythem | % of total number of validvotes cast |
|---|---|---|
| $5^{\circ}$ | 31343816 | 100. |
(ii) Voted against the resolution:
| Number of members voted | Number of valid votes cast bythem | % of total number of validvotes cast |
|---|---|---|
(iii) Invalid votes:
| Number of members whose | Number of invalid votes cast by |
|---|---|
| votes were declared invalid | them |
(b) Resolution No. 2: (Ordinary Resolution)
To receive, consider and adopt Audited Consolidated Financial Statements of the Company for the year ended March 31, 2021 and the Report of the Auditors thereon.
(i) Voted in favour of the resolution:
| Number of members voted | Number of valid votes cast bythem. | % of total number of validvotes cast |
|---|---|---|
| . 50 | 1343309 |
(ii) Voted against the resolution:
| Number of members voted | Number of valid votes cast bythem | % of total number of validvotes cast |
|---|---|---|
(iii) Invalid votes:
| Number of members whose | Number of invalid votes cast by |
|---|---|
| votes were declared invalid | them |

(c) Resolution No.3: (Ordinary Resolution)
To appoilt a clirector in place of Mr. Prabir Chatteriee (DIN: 026625LI1, whu retires by rutation and being eligible, offers himself for re-appointment as a Director.
(i) Voted in favour of the resolution:
| Number of rnetnbcrs votecl | Number of valicl votcs crrst bYthcur | o/o of total nurrrber of validvotes cast |
|---|---|---|
| 1.17 | 31273304 | 99.775 |
(ii) Votee{ against tlre resolutiotrl
| Nunrber of memtrers voted | Nunrbcr of valicl votcs cast bythcm | % of total nunber of validvotes cast |
|---|---|---|
| 16 | 70630 | 0.225 |
(iii) lnvalid votes:
| Nurrber af menrbels rvhose | Nurlbe r of invaliel vntes cast by |
|---|---|
| votes wcre tleclaret{ invalid | then'r |
$pecial BusiLLglg
(d) Resolution No. 4: (Special Resolution)
To appoint Mr. Paltha Sen (DIN: A75472Mr, as Managing Director & CEO of Engineerlng f)ivision of the Company.
(i) Voted in favour of tlre resolution:
| Nunrber of menrbers voteel | Nrrnrbe r of valid votcs c*st bythcnr | % of total number of validvotes cast |
|---|---|---|
| 138 | 3127:1345 | 99.775 |
(ii) Vtrteti against thc' resolution:
| Nuurber of Drembers voted | Nunrber of valid votes cast bytheru | % of total number of valic{votes cast |
|---|---|---|
| 15 | 70589 | o.225 |
(iii) tnvalid votes:
| Nuurtrer of menrbers whosevotes were cleclarccl invalirl | Nur:rlrcr of invalici vctes cast byt{te nt |
|---|---|
(e) Resolution No.5: (Ordinary t{esolution)
To appoint Mr. Rajshankar Ray (DIN: 03498696), as Managing Director and cEo of Appliances Division of the Ccmpany.
(i) Votecl in favour of tht: rtlsollttiorr:
| Nurnlrer ol mcmlrcrs votcd | Numltct'of vi,llid vt-rtt:s r.:ast bythem | % oi tot,rl nunrbcr of valieivotes cttst |
|---|---|---|
| 138 | 3t270549 | 99.767 |
(ii) Votcd against the rcsolutiorr
| Nunrbel of ntcrnlrcrs voterl | Nu ntrul' erf valiel votcs cast lrytharrt | ']; tlf total trumber of valitlvotes cast |
|---|---|---|
| 15 | 73385 | 0.233 |
(iii) lnvalid vott's
| Ntrnrber of nrenrbers whose | Nunrirer oi invaliil votes cost bv' |
|---|---|
| votes wert' decl,rrcd invalid | thettl |
(f) Resolution No.6: (Ordinary l(esolution)
Tg appoint Mr. Amar Singh Negi (DIN: 008941850), as lixecutive Director-Service Business l{ead of the Company.
(i) Vottrd in favour of tlrc-' resolution:
| Nunrlrer of membcrs votcd | Nr"rnrtrer ol vnlid votcs cast l-rythcnr | ii' of total nutnber ol'validvotes cast |
|---|---|---|
| 138 | 31270409 | 99.765 |
(ii) Voted against tlrc rcsoli"rliorr;
| Nunrbcr oli nrctnbcrs votccl | Nrrruber ol v.rlicl votr:s cast bt'thernr | % of total nunrbcr of validvotes cast |
|---|---|---|
| 15 | 73525 | 0.235 |
(iii) lnvalid vohs:
| Numlrer of nretnbsrs rtlrose | Numl,l;l of irrvalid votes cast by |
|---|---|
| votes we rc cleclareltl invalid | therrt |

(g) Resolution No. 7: (Ordinary Resolution)
To approve the increase in remuneration paid/payable to Mr. Prabir Chatterjee (DIN: 02662511), Whole-time Director and CFO of the Company.
(i) Voted in favour of the resolution:
| Number of members voted | Number of valid votes cast bythem. | % of total number of validvotes cast |
|---|---|---|
| 31327046 | 99.946 |
(ii) Voted against the resolution:
| Number of members voted | Number of valid votes cast bythem | % of total number of validvotes cast |
|---|---|---|
(iii) Invalid votes:
| Number of members whose | Number of invalid votes cast by |
|---|---|
| votes were declared invalid | them. |
(h) Resolution No. 8: (Special Resolution)
To re-appoint Mr. Ashok Bhandari (DIN: 00012210), as Independent Director of the Company.
(i) Voted in favour of the resolution:
| Number of members voted | Number of valid votes cast bythem | % of total number of validvotes cast |
|---|---|---|
| 31281443 | 99.800 |
(ii) Voted against the resolution:
| Number of members voted | Number of valid votes cast bythem | % of total number of validvotes cast |
|---|---|---|
| 62491 |
(iii) Invalid votes:
| Number of members whose | Number of invalid votes cast by |
|---|---|
| votes were declared invalid | them. |
(i) Resolution No. 9: (Ordirrary Resolution)
To appoint Mr. Desh Rai Dogra (DIN: 00226775), as [ndcpendent f)irector of the Company.
(i) Voted in favour of the resolution:
| Nunrber of nre nrbr:rs votccl | Nunrbcr r.rl'valicl votcs c.rst bythent | % trf total rrunrbcr of vnlirivotes cast |
|---|---|---|
| l.16 | 3 r342988 | 100 |
{ii) Voted against thc resolutiorr:
| Number of menrl.urs votecl | Nurnbcr ol valid votes cnst lrytlre nt | 91, of ttrtal nurrrbet of valiclvotes cast |
|---|---|---|
| 9;16 |
(iii) lnvalid vott.s:
| Number of nremhers whosevcltes wr:rc <icclareci i.rrvalirl<="" th="">Nunrbtr rrf invalid votes cast bythqnr | Nunrbtr rrf invalid votes cast bythqnr |
|---|---|
(i) Resolution No. 10: (Ordinary Resolution)
To appoint Mr. Iliswadip Cupta (IJIN:000411258), as lndependent Director of the Company
{i) Voted in favaul ol'tlre rt:solution;
| NunTber of rnenrbers votecl | Numbcr of valiti votr.s cast bythenr | 9{' of total rrumber of validvotes cast |
|---|---|---|
| I*16 | il 342998 | 100 |
(ii) Voted against llrt: resolution
| Nunrbgr t:f rreIrlbcrs rroted | Nunrbcr of varlid votes cirst bythcnr | Y0 of total numbcr of validvotes cast |
|---|---|---|
| 936 | t) |
(iii)Invalid votcs:
| Number of members whose | Nunrlrer r;f invalirl votes cast by | |
|---|---|---|
| votes lvere declared invalir{ | tlronr | |

(k) Resolution No. 11: (Ordinary Resolution)
To ratify the Remuneration of the Cost Accountant.
(i) Voted in favour of the resolution:
| Number of members voted | Number of valid votes cast bythem | % of total number of validvotes cast | |
|---|---|---|---|
| 48 | 31343508 | 100 |
(ii) Voted against the resolutions
| Number of members voted | Number of valid votes cast bythem | % of total number of validvotes cast |
|---|---|---|
(iii) Invalid votes:
| Number of members whose | Number of invalid votes cast by |
|---|---|
| votes were declared invalid | them |
Thanking You,
Yours faithfully, For Patnaik & Patnaik Company Secretaries
S. K. Patnaik Partner FCS No.: 5699 C.P. No.:7117
UDIN: F005699C000746197
Place: Kolkata Date: August 6, 2021
